Annual Report 2014

Transcription

Annual Report 2014

2014
Annual Report
Merging
Innovative
Technology with
Environmental
Sustainability
Amata Corporation Public Company Limited
Every business needs a home. If you are
looking for a place to locate your business in
Thailand, Vietnam or other parts of Asia, Amata
provides the answer. We are world’s leading
industrial city developer and operator. We
strive to make each of our locations an ideal
home for investors with a full range of
business options, support services and
lifestyle attractions.
Vision:
World’s Leading Industrial City
Developer.
Mission:
To Provide Reliable, Sustainable and
State-of-the-Art Business Estates
Contents
Performance at a Glance
003
Amata Consolidated Results 2010-2014
004
Chairman’s Message
005
Board of Directors
008
Directors’ Biographies
010
Shareholding Structure
017
Policy and Company
Overview019
Scope of Business
022
Risk Factors
036
Other Information
040
Reference049
Major Shareholders
050
Report of Changes in
Securities Holdings of
Directors and Top Executives
under the definition of SEC 051
Dividend Policy
054
Management Structure
055
Amata and Corporate Covernance policies
059
Corporate Social
Responsibility079
Internal Control and
Risk Management
080
Related Party Transactions 081
Key Financial Ratio
082
Management Discussion and
Analysis for year 2014
084
Report of the Audit
Committee089
Report on the Board of
Directors’ Responsibilities 092
Independent Auditor’s Report 093
Financial Statements
095
Executives’ Biographies
145
(Subsidiaries)150
List of Company’s Directors and Executives and Position Holding in Company Subsidiary Associate and
Other Company
152
Directors in Amata
Subsidiaries154
054
Dividend Policy
059
Amata and Corporate
Governance Policies
080
Risk Management
Amata “5s” Value
Proposition
Stategic
Location &
Infarsturcture
Strategic locations
on Thailand’s
Eastern Seaboard
and in Vietnam
Highest Quality
infrastructure and
utlilities to support
manufacturing
Strong
Service
Mindset
Pursuit of “Perfection” in sevice
excellence for
Amata sharholders,
clients and partners
Superb
Management
Team
Superb and
experienced Board
of Director and
Management Team
Sound
Financial
Status
Positive financials
and healthy
revenue, profit and
pipeline
Adhere to stringent
financial guidelines
by SET
Successful
Partnerships
Good track record
of successful
partnerships with
anchor clients and
partners in Asia
Page
003
PERFORMANCE
AT A GLANCE
2014
PERFORMANCE
Financial summary: Amata Corporation PCL. and its subsidiary companies
2014
2013
2012 2011* 2010*
7,630.09
7,394.80
3,827.37
7,506.08
7,164.25
3,436.79
6,089.97
5,612.91
2,817.60
3,923.54
3,647.94
1,759.62
3,178.49
3,046.32
1,409.57
2,223.97
1,515.58
1,501.21
900.51
695.91
22,136.79
9,921.72
12,215.07
22,203.24
12,011.74
10,191.50
21,014.09
12,107.87
8,906.22
17,823.19
10,360.55
7,462.64
14,380.61
8,270.89
6,109.72
Income statement (million baht)
Total revenue
Income from sales
Gross profit
Net profit (Before other comprehensive
income to equity holders of the company)
Statement of financial position (million baht)
Total assets
Total liabilities
Total shareholders’ equity
Earning per share and Dividend payout (Ordinary shares of Baht 1 each)
Earning per share (baht)
Dividend payout (million baht)
2.08
480.13
1.42
586.82
1.41
693.43
0.84
160.05
0.65
266.73
29.15
24.13
10.03
0.81
20.19
19.31
7.01
1.18
24.65
21.79
7.73
1.36
22.95
15.20
5.59
1.39
21.89
12.70
5.01
1.35
Selected ratios (%)
Net profit margin (%)
Return on equity (%)
Return on total assets (%)
Debt to equity ratio
• Different accounting policy as described in the note 3.1 to the consolidated financial statements for the year ended 31
December 2013
Page
004
Annual Report 2014
AMATA
CONSOLIDATED
RESULTS
2010 - 2014
Business Performance of Amata Corporation PCL. and its subsidiary companies
2014
2013
2012
2011
2010
Size of land under sale agreements executed during the year (Rai)
Amata Nakorn
7
354
Amata City
157
655
Thai Chinese
165
119
Amata Vietnam
42
76
1,018
1,829
488
9
599
967
108
437
858
100
3,344
1,674
1,395
371
900.51
695.91
2010
2011
2013
2012
1.36
1.39
1.35
2012
2011
2010
1.18
0.81
(million baht)
1,501.21
2,223.97
1,515.58
2014
Net Profit
(Before other comprehensive income to
equity holders of the company)
2013
2014
266.73
2010
2011 160.05
2012
2013
Dividend Payout
CHANGE FOR BETTER TOMORROW
1,204
1,409.57
2010
1,759.62
2,817.60
2011
2013
2012
693.43
586.82
480.13
per share (baht)
2014
0.84
2011
0.65
2012
2014
Gross Profit
2010
1.41
2013
2.08
1.42
Total revenue
Earning
3,436.79
3,827.37
2014
3,178.49
3,923.54
2011
2012
2010
2013
6,089.97
7,630.09
7,506.08
2014
Grand total
Debt to
equity (ratio)
Page
005
CHAIRMAN’S
MESSAGE
To Shareholder
The year 2014 was a most successful
year as we achieved record profits for
our Company from the transfer of
ownership on many plots of land at
our Amata Nakorn Industrial Estate to
our esteemed customers. In addition,
the businesses that are related to the
Estate as well as businesses that
generate recurring income such as
rental and utility charges have also
continued to grow continuously.
Page
006
We have been operating in accordance with the guidelines for
“environmentally friendly and sustainable development” designed to
help Thailand’s economic and social growth. Evidence of our success
in this regard is demonstrated by the fact that our company being
declared an “Eco-champion” for 2014 by the Thai government for its
work on creating and applying the concept of “Eco-industrial estate”
to its Amata Nakorn and Amata City estates. In addition we also received
an “EIA Monitoring Awards 2014” from the Office of Natural Resources
and Environmental Policy for the exemplary performance in reporting,
assessing and managing the environmental impact of our Amata Nakorn
estate.
Although we have received these awards, Amata will not be content
with resting on its laurels. We will continue to operate our various
enterprises with awareness of our environmental and social
responsibilities to the communities surrounding us and to Thailand as
a whole. Achieving these objectives will not always easy, but we are
confident we will be a sustainably successful organization that continues
to carry out its corporate social responsibilities.
On this occasion, I would like to thank all shareholders, investors,
customers, stakeholders and business partners for your continued
support and cooperation. I also would like to express my gratitude to
Amata’s management and employees for the work, support and
dedication they gave to our company.
(Mr. Chackchai Panichapat)
Merging Innovative Technology with Environmental Sustainability
Annual Report 2014
Amata DNA
Amata is a people-centric organisation and believes in
grooming talent to contribute to our company’s vision
DRIVE - The 5 Key characteristics
employees should have:
D DEPENDABLE
R RESPONSIVE
I INNOVATIVE
V VISIONARY
E EFFICIENT
Page
008
Annual Report 2014
BOARD
OF DIRECTORS
Mr. Vikrom
Kromadit
Mr. Chackchai
Panichapat
Mr. Vatana
Supornpaibul
Mr. Viboon
Kromadit
BOARD OF DIRECTORS
Page
009
Mr. Noppun
Muangkote
Mr. Anucha
Sihanatkathakul
Associate Professor
Dr. Somchet
Thinaphong
Page
010
Annual Report 2014
Directors’
Biographies
Mr. Chackchai
Panichapat
Type of director
•Executive Director
•Authorized director who can sign to
bind the company as specified in
Affidavit
Positions in the Company
•Acting Chairman
Director Appointment Date
•July 23, 2003
Age
•76
Education
•B.E. (Electrical Engineering),
Chulalongkorn University
•M.E. (Electrical Engineering),
University of Texas, Austin, U.S.A.
•Certificate, National Defense College
Director training program
•Director Accreditation Program (DAP)
year 2003
•Finance for Non-Finance Director
(FN) year 2005
•Director Certification Program (DCP)
year 2006
•Role of Compensation Committee
(RCC) year 2007
•Audit Committee Program (ACP)
year 2009
Past Experience
•Deputy Secretary General of the
Board of Investment
Present Positions in other listed
companies
•Independent Director, Audit
Committee Member and Chairman of
the Nomination and Remuneration
Committee, Central Pattana Pcl.
•Independent Director, Chairman
of the Audit Committee and
Nomination and Remuneration
Committee Member, City Sports and
Recreation Pcl.
•Independent Director, Chairman
of the Audit Committee and
Nomination and Remuneration
Committee Member, Kang Yong
Electric Pcl.
Positions in non- listed companies
•Chairman, Magnecomp Precision
Technology Pcl.
•Chairman, Amata Water Co., Ltd.
•Chairman, D-Jig Co., Ltd.
•Vice Chairman, Amata City Co., Ltd.
•Director, Amata Asia Ltd.
•Director, San Miguel Beer (Thailand)
Co., Ltd.
•Director, San Miguel Marketing
(Thailand) Co., Ltd.
•Director, Thai San Miguel Liquor
Co., Ltd.
Positions in rival companies/related
companies
•None
Meeting attendance in 2014
•Board of Directors Meeting, 5 of 5
Meetings
•Shareholder Meeting, 1 of 1 Meeting
No. of years on the board
•11 years 6 months
Amata shareholding
•None
Others information
•No legal dispute over the past
5 years
•No conflict of interest transaction
with the company in past years
Mr. Vikrom
Kromadit
Page
Type of director
•Executive as Director of the Board
•Authorized director who can sign to bind the company as specified in
Affidavit
•Director
•Chairman of Executive Board
•Chief Executive Officer
•March 6, 1990
Age
•62
Education
•B.E. (Mechanical Engineering),
National Taiwan University,
Taipei, Taiwan
•None
Experience
•Managing Director of V&K Corp.
Co.Ltd.
•President of Kromadit Co., Ltd,
•Vice President of BIP Engineering
PCL.
•Chairman of the Board of Directors
of Amata (Vietnam) Co., Ltd.
•Director of Amata Power Ltd.
011
Positions in other listed companies
•None
•President of Amata Holding Co., Ltd.
•Chairman of Amata VN PCl.
•Director of Amata Development
Co., Ltd.
•Director of Amata Mansion Services
Co. ,Ltd.
•Director of Amata City Co., Ltd. .
•Chairman of Amata Foundation
Positions in rival companies/ related
companies
•None
•Board of Directors Meeting, 5 of 5
Meeting
Company shareholding
•215,700,000 (20.22%)
Others information
•No legal dispute over the past 5 years
Page
012
Mr. Vatana
Supornpaibul
Annual Report 2014
Type of director
Affidavit
•Director
•February 17, 2012
Age
•75
Education
•B.E. (Electrical Engineering)
(2nd class hons.), Chulalongkorn
University
•B.E. (Industrial Engineering),
•B.Econs. (1st class hons.), Sukhothai
Thammatirat University
•M.S.E.E. (Master of Science in
Electrical Engineering), University of
Texas, Austin, U.S.A.
•M.M. (Master of Management), Sasin
Graduate Institute of Business
Administration, Chulalongkorn
University
•Certificate, National Defense College
•Director Accreditation Program (DAP)
year 2549
•Finance for Non-Finance Director
(FN) year 2549
•Director Certificate Program (DCP)
year 2550
•Audit Committee Program (ACP)
year 2550
Past Experience
•Deputy General Manager, State
Railway of Thailand
Present Positions in other listed
companies
•None
•Amata B. Grimm Power 4 Ltd.
•Amata B. Grimm Power 5 Ltd.
companies
•None
•Board of Directors Meeting,
5 of 5 Meetings
•Shareholder Meeting 1 of 1 Meeting
•2 year 10 months
Amata shareholding
•None
Others information
5 years
Mr. Viboon
Kromadit
Page
Type of director
•Executive as Director of the Board
•Authorized director who can sign
to bind the company as specified
in Affidavit
•Director
•Chief Marketing Officer
•Acting Chief Operating Officer
•April 28, 2006
Age
•54
Education
•Bachelor Degree in Business
Administration, Assumption
University
•Master of Arts (Public Affairs)
Thammasart University
•Director Accreditation Program
(DAP), Year 2004
•Director Certification Program (DCP),
Year 2007
Experience
•The Thai Amateur Swimming
Association
•The Asian Amateur Swimming
Federation
•Director of Duplan International
Co., Ltd.
•Director and Advisor to the
Chairman of TLCA.
013
•Chairman of EDP.1
•“Thailand Top 100 HR Award 2009”
from Thammasart University
•None
•Director of Amata City Co., Ltd.
•Director of Amata Water Co., Ltd.
•Director of Amata Facility Services
Co., Ltd.
•Director of Amata Summit Ready
Built Co., Ltd.
•Director of Thai-Chinese Industrial
Realty Development Co., Ltd.
•Director of Amata Asia Ltd.
companies
•None
•Board of Director Meeting, 5 of 5
Meeting
•8 years 9 months
•300,000 (0.03%) under his wife name
Others information
5 years
Page
014
Mr. Anucha
Sihanatkathakul
Annual Report 2014
Type of director
• Independent Director
• Authorized director who can sign to
Affidavit
•Director
•Chairman of the Audit Committee
•Member of Nomination and
Remuneration Committee
•April 27, 2007
Age
•56
Education
•B.A. (Accounting & Management), Houston Baptist University, U.S.A.
•M.B.A. (Finance) University of
Houston, U.S.A.
•Director Certification Program (DCP),
Year 2000
•Fellow Member, Year 2001
•Director Compensation, Year 2003
•Non-Executive Director, Year 2004
•Board Failure and How to Fix it, Year
2004
•CEO Performance Evaluation, Year
2004
•Raising the Awareness of Corporate
Fraud in Thailand, Year 2005
Experience
•Director and Executive Vice
Chairman, Syrus Securities Pcl.
•Director, PTTEP Exploration and
Production Pcl.
•Specialist, The Committee on
Finance, Banking and Financial
Institutions, The Senate
•Advisor, Sub Committee on Banking
and Financial Institutions, The Senate
•Director, Thai Oil Power Co., Ltd.
•Director, Nava Leasing Pcl.
•Director, The Mall Nakornrajchasrima
Co.,Ltd.
• Director and Executive Chairman, Focus
Development and Construction Pcl.
Positions in non-listed companies
•Director, Amata B. Grimm Power Ltd.
•Director, Amata B. Grimm Power 1 Ltd.
•Director, Amata Power (Rayong) Ltd.
•Director, Amata B. Grimm Power
(Rayong) 1 Ltd.
•Director, Amata B. Grimm Power
(Rayong) 2 Ltd.
•Director, Amata Water Co., Ltd.
•Director, Amata (Vietnam) Joint Stock
Company
•Director, Amata Asia Ltd.
•Director, Amata Summit Ready Built Co,Ltd.
•Director, Data In Motion Co., Ltd.
•Director, Data Technology Co., Ltd.
•Director, Moon Dance Development Co., Ltd.
•Director, Moon Dance Bistro Co., Ltd.
•Director, Capital Focus Co., Ltd.
•Director, Focus Environmental Co., Ltd.
•Director, 888 Property Co., Ltd.
•Director, Rai Arthit Co.,Ltd.
companies
•None
•Board of Directors Meeting, 5 of 5 Meetings
•Audit Committee Meeting, 5 of 5 Meetings
•Nomination and Remuneration
Committee Meeting, 3 of 3 Meeting
•Shareholder Meeting 1 of 1 Meeting
•7 years 9 months
•8,034,000 shares (0.75%)
Other information
•No legal dispute which does not comply with the qualification of the
director for listed company over the
past 5 years
•No conflict of interest transaction with the company in past years
Mr. Noppun
Muangkote
Page
Type of director
•Independent Director
bind the company as specified
in Affidavit
•Director
•Member of the Audit Committee
•Chairman of the Nomination and
•July 26, 2001
Age
•66
Education
•Diploma, Springfield Township
High School, Phila., Pa. (American
Field Service Scholarship) 1966-1967
•LL.B (Hons.) Thammasat University
1967-1971
•Certificate, Thai Barrister at Law
Association 1972
•LL.M Corporations, New York
University 1975-1977 (Fulbright and
Asia Foundation Scholarships)
•Director Accreditation Program
(DAP), 43/2005
Experience
•Chief of Legal Department, ITF
Finance & Securities, 1972-1975
•Lawyer, Chandler & Thong-ek Law
Offices, 1977-1981
015
•Independent Director and Chairman
of the Audit Committee, AEON Thana
Sinsap(Thailand) Public Company
Limited
•Independent Director, AEON
(formerly”Siam-Jusco Co., Ltd.”)
•Vice Chairman Sahakol Equipment
Co., Ltd. and Sahakol Engineer
Co., Ltd.
•Independent Director and Chairman
of Audit Committee of Charoensin
Property Co., Ltd.
•Director, PF Controls Group Co., Ltd.
•Owner, International Business
Lawyers, 1981-present
companies
•None
5 of 5 Meetings
•Audit Committee Meeting,
5 of 5 Meetings
•None
Other information
•No legal dispute over the past 5 years
with the company in the past years
Page
016
Associate
Professor
Dr. Somchet
Thinaphong
Annual Report 2014
Type of director
•Independent Director
Affidavit
•Director
•Member of the Audit Committee
•Member of the Nomination and
•December 28, 1999
Age
•66
Education
•Doctor of Engineering (D. Eng.)
1980 ; Asian Institute of Technology
(AIT) (King’s Scholarship (Thailand))
•Master of Engineering (M. Eng.) 1973
; Asian Institute of Technology (AIT)
(British Government Scholarship)
•Bachelor of Engineering (B. Eng.)
1971 ; University of Tasmania
(Australia) (Colombo Plan
Scholarship)
Experience
•9 years as the Governor of
Industrial Estate Authority of
Thailand (IEAT)
•3 years as the President of New
Bangkok International Airport (NBIA)
•Director, Preecha Group Public
Co.,Ltd.
•Chairman, Board of Directors,
Geo-Informatics and Space
Technology Development Agency
(Public Organization) •GISTDA
•Chairman, National Innovation
Board, National Innovation Agency
(Public Organization) – NIA
•Acting Director, National Innovation
Agency (Public Organization) – NIA
Positions in rival companies/ related
companies
•None
5 of 5 Meetings
•Audit Committee Meeting,
5 of 5 Meetings
•15 years
•None
Others information
5 years
Page
Shareholding
Structure
8%
Amata B.Grimm Power (Rayong)1 Ltd.
Sep. 9, 1996
Amata City Co., Ltd.
83.67%
017
8%
June 5, 1995
Amata B.Grimm Power (Rayong) 2 Ltd.
Jan. 12, 2010
30%
Thai - Chinese Rayong Industrial Realty
Development Co., Ltd. Mar. 20, 2012
Thai - Chinese Rayong Industrial Realty
21%
Development Co., Ltd. Mar. 20, 2012
13.77%
Amata B.Grimm Power Ltd.
10%
62%
Amata B.Grimm Power 3 Ltd.
62%
20.115%
Amata Water Co., Ltd.
50%
50%
0.0003%
Mar. 5, 1999
20%
Amata Facility Services Co., Ltd.
25%
Amata Development Co., Ltd.
29.10%
Industrial Estate
Service
Amata Simmit Ready Build Co.,Ltd.
21%
Aug. 26, 2010
Amata (Vietnam) JSC.
Strategic Engineering and Advance
Logistics Services (Thailand) Co., Ltd.
Apr. 11, 2013
Amata Mansion Service Co., Ltd.
100% Amata Summit Reit Management Co., Ltd.
Apr. 1, 2014
Dec, 15, 2004
Utility
Nov. 15, 1991
June 15, 1990
49%
Aug. 26, 2010
Amata Natural Gas
Distribution Co., Ltd.
Nov. 29, 2002
43.49%
Dec. 31, 1994
Nov. 27, 2001
91%
Amata B.Grimm Power (Rayong) 2 Ltd.
Jan. 12, 2010
Aug. 26, 2010
100%
Amata B.Grimm Power (Rayong)1 Ltd.
Sep. 9, 1996
Aug. 26, 2010
Amata
Corporation
PCL.
March 6,
1989
Jan. 12, 2010
Mar. 2, 1995
Jan. 12, 2010
20.115%
60%
Vantec Amata Logistics (Thailand) Co., Ltd.
Dec. 27, 2004
4.25%
Vibharam (Amata Nakorn) Hospital Co., Ltd.
Sep. 27, 2005
Other
100%
Amata Asia Ltd.
44.04%
May 28, 2008
44.29%
100%
Amata VN PCL.
Amata VN PCL.
Aug. 30, 2012
69.9997%
Amata (Vietnam) JSC.
Aug. 30, 2012
Dec. 31, 1994
Amata Global Pte. Ltd.
Amata Power (Bien Hoa) Co., Ltd.
Nov. 14, 2013
10%
Jun. 29, 1996
The
Confidence
Amata is “home” for more
than 1,000 leading & aspiring
global companies and create
win-win partnerships where
innovation can foster.
Toyota, BMW, Sony,
Bridgestone, Mitsubishi,
Colgate-Palmolive, Kao, Daikin,
Pepsi-Cola, Sumitomo Rubber &
Yokohama Tire
Page
019
Policy and
Company
Overview
The vision of Amata Corporation PCL is to be “World’s leading industrial city developer”. In accordance with
this vision, Amata Corporation PCL, its subsidiaries and associates invest in industrial estates and the enterprises
supporting the operation of the estates.
Amata Corporation PCL was previously named as Bangpakong Industrial Park 2 PCL. and was set up on March
6 , 1989 to operate real estate business by developing and selling industrial land to industrial operators. At the
start, the company had its registered capitals of THB 120 million (one hundred twenty million baht) and present
registered capital is 1,067,000,000 baht (one thousand sixty seven million baht). The company also set up as
Bangpakong Industrial Estate which its name changed to Amata Nakorn Industrial Estate on February 25 , 1998.
Amata Nakorn Industrial Estate falls under Investment Promotion Zone 2 which is a joint partnership between
private sector and Industrial Estate Authority of Thailand. Amata Nakorn Industrial Estate covers the area of
23,400 rais located at Km. 57 Bangna- Trad highway in Muang and Phanthong districts, of Chonburi Province.
The company specializes in planning, developing, managing, and marketing integrated industrial estates. The
company strives not only to provide a location for businesses, but to create integrated cities with a range of
services designed to support its client companies and the people who work for them. This means there is an
international standard road system, reliable utilities and waste disposal facilities, well-maintained green areas.
Significant Developments in 2014
1) In 2014, there was no significant change in the company share holding structure; hence the Kromadit
family still holds majority of the company’s shares.
2) At the meeting No. 1/2014, dated January 16, 2014, the Board of Directors approved the establishment
of Amata Summit Reit Management Co., Ltd.( the REIT Manager) in which Amata Summit Ready Built
Co., Ltd. holds 99.997% of 10 million Baht registered capital.
3) Mr. Keita Ishii has resigned from being the Vice Chairman of Amata Corporation PCL since March 31,
2014.
4) Dr. Wissanu Krea-ngam has resigned from being the Chairman of Amata Corporation PCL since August
29, 2014.
020
Page
Annual Report 2014
5) The Board of Directors at meeting No. 5/2014, dated November 12, 2014, approved the appointment of
Mr. Chackchai Panichapat as the Acting Chairman of the Board of Directors, effective from November
12, 2014 onwards.
6) According to the regulation of the Stock Exchange of Thailand on “Listing of Ordinary Shares or Preferred
Shares as Listed Securities, 2001” states that the shares of a listed company shall be held by minority
shareholders in a number no less than 1,000 persons and such shareholders shall hold shares in
aggregate of no less than 25 percent of the paid-up capital of the listed company.
The Extraordinary General Meeting of Shareholders of Amata VN PCL (a subsidiary company) No. 1/2014,
dated December 2 , 2014, resolved to amend the registered capital to Baht 467,500,000 by increasing
the registered capital by Baht 83,185,000 through allocating 166,370,000 new shares at par value of
Baht 0.50 per share, for initial public offering
Business Overview of Subsidiaries and Associate Companies
The focus of Amata Corporation PCL on industrial estate development and other businesses related to industrial
park operation can be segmented as follows:
Industrial Estate Businesses
The company has set up three major subsidiary companies to aid in the operation of its industrial estate business.
1) Amata City Co., Ltd. of which the company holds 83.67% of the shares operates Amata’s second
industrial estate in Thailand (Amata City Industrial Estate, Thailand). This industrial estate covers 14,300
rais and is located at highway 331 Mab Yang Porn sub-district, Phuak Daeng district in Rayong Province.
It falls under Investment Promotion Zone 3.
2) The company has set up a joint venture with Vietnamese government to operate an industrial park
known as the Amata (Vietnam) Joint Stock Company in which it holds a 61.83% interest. The joint
venture operates over an area of 4,375 rai under the name “Amata City (Bien Hoa)” and is located near
the intersection of national highways No. 1 and 15, Long Binh sub-district, Bien Hoa district, Dong Nai
province in Vietnam.
3) Thai-Chinese Rayong Industrial Realty Development Co., Ltd., of which Amata Corp directly and
indirectly holds a 46.10% interest, operates a ‘mini’ industrial park located within the Amata City
Industrial Estate, Thailand. The development consists of 1,000 rais of land and sells land and leases
ready-built factories for investors from mainland of China.
Utilities Group
Amata Corporation PCL has set up 8 companies to operate utility businesses as follows:
1) Amata B. Grimm Power Ltd. (changed from Amata Power Ltd. on August 26, 2011) in which the company
holds a 13.77% interest. The company operates a power business that sells electricity and steam both
in Thailand and overseas.
2) Amata Water Co., Ltd., (name changed from Amata Quality Water Co., Ltd., on November 21, 2005)
produces water products for industrial users. Amata Corp holds a 100% stake in this company.
3) Amata Natural Gas Distribution Co., Ltd., distributes natural gas to industrial users. Amata holds a
20% stake in this company.
Policy and Company Overview
Page
021
4) Amata B. Grimm Power (Rayong) 1 Ltd. produces electricity and steam; Amata indirectly holds a 15.23%
stake in this company.
5) Amata B. Grimm Power (Rayong) 2 Ltd. produces electricity and steam; Amata indirectly holds a 15.23%
stake in this company.
6) Amata B. Grimm Power 3 Ltd. produces electricity and steam; Amata directly and indirectly holds an
18.26% stake in this company
7) Amata B. Grimm Power 4 Ltd. produces electricity and steam; Amata directly and indirectly holds a
8) Amata B. Grimm Power 5 Ltd. produces electricity and steam; Amata directly and indirectly holds a
Service Business Group
The company has set up seven companies to operate residential property and to provide service to clients in
its industrial estates.
No.
1
Company Name
Shareholder
%
Location
Amata Corporation PCL
43.49
Amata Nakorn
29.10
Amata Nakorn
3
(name changed from BIP Development Co., Ltd.)
(name changed from BIP Services Co., Ltd.)
91.00
Amata Nakorn
4
Amata - Summit Ready Built Co., Ltd.
49.00
Amata Nakron
5
(name changed from VIA Logistics Co., Ltd.)
Vibharam (Amata Nakorn) Hospital Co., Ltd.
21.00
Amata Nakorn
4.25
Amata Nakorn
Strategic Engineering and Advance Logistics Services
(Thailand) Co., Ltd
25.00
General
Customer
2
6
7
Other Companies
1) Amata Asia Ltd., (changed from Amata Hong Kong Ltd., on January 28, 2013) is 100% owned by the
company and is set up in Hong Kong as a holding company to focus on overseas investments.
2) Amata VN PCL in which Amata directly and indirectly holds an 88.33% interest is a holding company
focusing on investment in Vietnam.
3) Amata Global Pte. Ltd. in which Amata holds 100% shares is set up as a holding company for investment
in foreign countries.
4) Amata Summit Reit Management Co., Ltd. in which Amata Summit Ready Built Co., Ltd. holds 100%
shares is set up as a REIT Manager
Page
022
Annual Report 2014
Scope of
Business
Revenues Structure (Before eliminated intercompany transactions)
Business
Segment
Operated by
Industrial
Amata Corporation Public
Estate Business Company Limited
Amata (Vietnam) Joint Stock
Company
Amata Summit Ready Built
Co., Ltd.
Thai-Chinese Rayong Industrial
Total
Utility Business Amata (Vietnam) Joint Stock
Company
Amata B. Grimm Power Limited*
Amata Natural Gas Distribution
Co., Ltd.*
Amata B. Grimm Power 3 Limited*
Amata B. Grimm Power (Rayong)
1 Ltd.*
% of
2014
Shareholding Revenue
%
2013
Revenue
(Unit : Million Baht)
2012
% Revenue %
84%
3,483
1,947
41
23
2,259
2,531
28
32
1,945
2,087
32
35
62%
229
3
330
4
305
5
49%
-
-
18
-
-
-
46%
381
6,040
5
72
840
5,978
11
75
4,337
72
62%
100%
91%
14%
186
908
320
101
2
11
4
1
150
840
312
11
2
11
4
-
139
702
270
40
2
12
4
1
20%
18%
27%
27%
74
25
(6)
(6)
1
1
-
87
21
(3)
(2)
1
-
80
10
-
1
-
15%
16
-
(8)
-
-
-
023
Scope of Business
Page
Business
Segment
2012
% Revenue %
Operated by
% of
2014
Shareholding Revenue
Amata B. Grimm Power (Rayong)
2 Ltd.*
Vantec Amata Logistics (Thailand)
Co., Ltd.*
Amata Power (Bien Hoa) Limited*
Strategic Engineering and Advanced
Logistics Services (Thailand)
Co., Ltd.*
%
2013
Revenue
15%
24
-
(11)
-
-
-
21%
14%
(3)
2
-
(6)
9
-
(5)
(5)
-
23%
(1)
-
1
-
-
-
1,640
20
1,401
18
1,231
20
97
1
92
1
82
1
62%
84%
182
24
2
-
159
25
2
-
123
24
2
1
49%
390
5
325
4
255
4
46%
22
-
8
-
-
-
Amata Facility Services Co., Ltd..
91%
13
Total
728
8
609
7
Grand Total
8,408 100 7,988 100
*Revenue from profit sharing of investment in associated companies under equity method
484
6,052
Total
Rental Business Amata Corporation Public
Company Limited
Company
Co., Ltd.
Thai-Chinese Rayong Industrial
8
100
Line of business :Amata’s main income comes from 2 main projects :
1. Development of industrial estates
2. Public Utilities Products
Development of Industrial Estates
1.1 Nature of Products
Amata Corporation is a developer of Amata Nakorn Industrial Estate under the joint management with the
Industrial Estate of Thailand (IEAT). The Project is located at the 57th Km. of Bangna-Trad Highway, Amphur
Muang, Chonburi Province
Page
024
Annual Report 2014
Amata’s policy is to operate its industrial estate business by dividing the area into 4 categories based on purpose
of use :-
1. General Industrial Zone for factory construction to produce goods for export and sell domestically.
2. Free Zone is a specially designated area defined by the Director-General of the Customs Department under
the Customs Acts. The area in the “Free Zone” is treated as being outside of the country customs wise.
The purpose of the zone is to facilitate industrial, commercial and other activities that are beneficial to the
country’s economy, especially most suitable for export industries.
3. Commercial Zone is the area for commercial activities like banks, post office, hospital, petrol station and
educational institution etc.
4. Common and utility system area is the area for construction of utility system and common area like road,
water supply plant, water treatment plant, garbage treatment plant, reservoir, and green area etc.
Now, the area is divided into different developing phases :• Phase 1-10
• New phase development
Table showing details of progress of Amata Nakorn Industrial Estate – Amata Corporation PCL.
Value
Progress % as of
Rai
(Mil. Baht)
Target customers
December 31, 2014
General Industrial zone
Land waiting for
development
Total
3,174.96
19,049.76
Thai & foreign
50-98 %
3,970.73
23,824.38
Thai & foreign
0%
7,145.69
42,874.14
Investment Promotion Certificates
Amata Corporation PCL. has gotten the Investment Promotion, list of activities section 7.8 ; Real estate
development for industrial use as following details;
Investment Promotion No. 2020(2)/2550
Dated of Approval : September 12, 2007
Dated of Promotion : October 11, 2007
Duration of Promotion : June 2008 – June 2015
Duration of Tax Exemption : Seven years
1.Exemption of corporate income tax not more than 528.45 million baht (adjusted
Rights and Benefits
by capital excluding land and working capital) for seven years from the date of
the first income derivation from promoted project.
2.Do not calculate dividend during promoted period.
3.Exemption of import duty on machinery
Scope of Business
Page
025
Dated of Promotion : October 11, 2007
Conditions
1.Registered investment capital not less than 1,067 million baht.
2.Thai nationals must hold shares totaling not less than 51 percent of the registered
capital
3.Industrial Area 750 Rai. The total land area of the project must not be less than 500
rai. Factory-designated area must not be less than 60 percent and not more than
75 percent of the total
Dated of Approval : June 28, 2011
Dated of Promotion : August 11, 2011
Duration of Promotion : November 2011 – November 2018 Duration of Tax Exemption : Seven years
Rights and Benefits
Conditions
1.Exemption of corporate income tax not more than 668.00 million baht (adjusted by
capital excluding land and working capital) for seven years from the date of the first
income derivation from promoted project.
capital
rai. Factory-designated area must not be less than 60 percent and not more than 75
percent of the total
Dated of Approval : April 30, 2012
Dated of Promotion : June 12, 2012
Duration of Promotion : April 2012 – April 2019
Rights and Benefits
Conditions
capital
Page
026
Annual Report 2014
Dated of Promotion : November 15, 2012
Duration of Promotion : December 2012 – December 2019 Duration of Tax Exemption : Seven years
Rights and Benefits
Conditions
capital
Amata City Company Limited
Amata City Company Limited has been engaged in an industrial estate business under the name of “Amata City
Industrial Estate” The project area is divided into : general industrial zone and free zone in Rayong Province
and the commercial zone in Chonburi Province. Amata City has the policy to develop land with complete
infrastructure and utility supply and services. The developing of the project area will be done in a large scale
area in order to maximize the cost. Amata City is located at Km 94th, Chachoensao – Rayong Road, (Highway
331), Tambol Bowin, Amphur Sriracha, Chonburi Province and Tambol Mapyangporn, Rayong Province.
Table showing details of progress of Amata City Industrial Estate- Amata City Co.,Ltd.
Rai
Value
(Mil. Baht)
Target customers
Progress % as of
December 31, 2014
1,552.83
3,105.66
Thai & foreign
39-97%
Thai & foreign
0%
Land waiting for
development
1,945.27
3,890.54
Total
3,498.10
6,996.20
Investment Promotion Cerificates
Amata City Co.,Ltd. has gotten the Investment Promotion, list of activities section 7.8 ; Real estate development
for industrial use as following details :-
Scope of Business
Page
027
Date of Approval : December 12, 2007
Dated of Promotion : January 31, 2008
Duration of Promotion : December 2009 – June 2017
Duration of Tax Exemption : Eight years
Rights and Benefits
1.Exemption of corporate income tax not more than 300.80 million baht (adjusted
by capital excluding land and working capital) for eight years from the date of
the first income derivation from promoted project and loss deduction for that
period can be made from the net profit in one or several years during the period
of 5 years from the date of expiry of tax of promoted project.
3.Fifty percent reduction of corporate income tax on the net profit for five years
after expiry of tax holiday
Conditions
1.Registered investment capital not less than 450 million baht and fully-paid before
operation.
capital
3.Industrial Area 635 Rai. The total land area of the project must not be less than
500 rai. Factory-designated area must not be less than 60 percent and not more
than 75 percent of the total
Date of Approval : April 28, 2009
Duration of Promotion : October 2010 – September 2018 Duration of Tax Exemption : Eight years
Rights and Benefits
1.Exemption of corporate income tax not more than 283 million baht (adjusted by
capital excluding land and working capital) for eight years from the date of the
first income derivation from promoted project and loss deduction for that period
can be made from the net profit in one or several years during the period of 5
years from the date of expiry of tax of promoted project.
3.Fifty percent reduction of corporate income tax on the net profit for five years after
expiry of tax holiday
Conditions
operation.
capital
3.Industrial Area 1,000 Rai. The total land area of the project must not be less than
Page
028
Annual Report 2014
Date of Approval : December 20, 2011
Dated of Promotion : February 15, 2012
Duration of Promotion : December 2011 – December 2019 Duration of Tax Exemptionn : Eight years
Rights and Benefits
capital excluding land and working capital) for eight years from the date of the
first income derivation from promoted project and loss deduction for that period
can be made from the net profit in one or several years during the period of 5
years from the date of expiry of tax of promoted project.
Conditions
operation.
capital
3.Industrial Area 1,450 Rai. The total land area of the project must not be less than
Date of Approval : April 24, 2012
Duration of Tax Exemption : Eight years
Rights and Benefits
capital excluding land and working capital) for eight years from the date of the first
income derivation from promoted project and loss deduction for that period can be
made from the net profit in one or several years during the period of 5 years from the
date of expiry of tax of promoted project.
Conditions
operation.
capital
Scope of Business
Page
029
Date of Approval : July 16, 2013
Dated of Promotion : September 11, 2013
Duration of Promotion : November 2013 – November 2021 Duration of Tax Exemption : Eight years
Rights and Benefits
made from the net profit in one or several years during the period of 5 years from
the date of expiry of tax of promoted project.
Conditions
operation.
capital
3.Industrial Area 1,380 Rai. The total land area of the project must not be less than 500
Date of Approval : July 15, 2014
Dated of Promotion : August 15, 2014
Duration of Promotion : September 2014 – September 2022 Duration of Tax Exemption : Eight years
Rights and Benefits
made from the net profit in one or several years during the period of 5 years from the
date of expiry of tax of promoted project.
Conditions
operation.
capital
3.Industrial Area 1,963 Rai. The total land area of the project must not be less than 500
Page
030
Annual Report 2014
Thai-Chinese Rayong Industrial Realty Development Co., Ltd.
Thai-Chinese Rayong Industrial Realty Development Co., Ltd. has been engaged in an industrial estate business
under the name of “Thai-Chinese Rayong Industrial Zone” which is located in Amata City Industrial Estate,
Tambol Mapyangporn, Rayong Province.
Table showing details of progress of Thai-Chinese Rayong Industrial Zone -Thai-Chinese
Rayong Industrial Realty Development Co., Ltd.
Value
Progress % as of
Rai
(Mil. Baht)
Target customers
December 31, 2014
Land and ready-built factory
Total
47.80
23.75
71.55
120.54
287.13
407.67
Mainland China
Mainland China
100%
100%
1.2 Market and Competition
The customers of Amata Nakorn Industrial Estate and Amata City Industrial Estate is big and well-known
manufacturers of medium and small scale industries. Most of them are multinational companies which have
good management of environmental conservation.
Investors from Japan are considered the major group in Amata Nakorn Industrial Estate and Amata City Industrial
Estate with approximately 59% in total in both Estates divided into 67.9% and 37.7% in Amata Nakorn and Amata
City respectively.
In the year 2014 the Company has arranged sale promotion activities as same as past years such as travelling
with governmental and private sector to publicize its business and products or exhibiting Road Show.
BOI tax privileges as per investment promotion zone of industrial estate are the advantage employed in the
competition of industrial estate business. It is found that Amata Nakorn Industrial Estate is the market leader
in BOI Zone 2 and has joined the operation with the Industrial Estate Authority of Thailand. Moreover, Amata
also has other significant advantages as follows:• Location of Utility Project and Readiness of Telecommunications Infrastructure
The location of Amata Nakorn Industrial Estate has high potential in economic development and
expansion as it is near Bangkok; it is a big city; it is center of the Eastern region; it is center of medicine
with modern hospitals; it is center of education in which over 15 public and private universities and
technical colleges are situated and can produce qualified personnel; and it is center of finance and
economy with 45 banks.
In addition, logistics and transportation and utilities still continue to expand in order to cope with the
growth in the region i.e. convenience, speed of transportation by land, air and sea.
• Readiness of Overall Infrastructure
The Industrial Estates are equipped with integrated utility system and public facilities that are of
quality and standard with the awareness of environmental conservation. Amata Industrial Estate is
Scope of Business
Page
031
the perfect place for working, living and recreating i.e. the joint-venture of Amata-EGCO Power to
establish combine cycle power plant for sale of power and steam, land delivery for establishing
Y.W.C.A., infant nursery, kindergarten-primary school, sports center, Thai-German Institute, industrial
training center, the Kasikorn Bank, petrol service station, recreational park, restaurants, Amata
mansion, golf driving court, department store and hospital.
In addition to the above-mentioned samples, the main factor that makes Amata Nakorn and Amata City become
famous and become leading industrial estate of the country is One Stop Service as the Company has established
and jointly operated business that involves the businesses in industrial estate such as employment agency for
cleanliness, safety and utility system by Amata Facility Services Co., Ltd.; rendering service for procuring water
resource and waste water treatment by Amata Water Co., Ltd.; establishment of Vibharam Hospital, Amata
Nakorn branch to service factory employees and surrounding communities. Moreover, we have after sales
service carried out by competent staff ready to servicing covering application Work Permit, visa for foreigners,
application for privileges or documents from the Industrial Estate Authority of Thailand and facilitating to
coordinate with government and private agencies.
“In the first half of 2014 the sales of industrial estate is on a downward trend due to domestic political problem
that has affected the direction of investment of both Thai and overseas entrepreneurs. The overseas entrepreneurs
in particular have shown high ratio of investment in industrial estate. Moreover, concerning the uncertainty in
changing BOI’s investment policy, it can be seen that industrial estate developers have set their sales target
comparatively lower than that of previous year. In the latter half, industrial estate business tends to be better
due to easing political situation since concerned government entities have rushed to deal with policy so as to
restore the economy to drive effectively.
However, in long term when political situation becomes stable, Thailand still has potential to maintain as
manufacturing base on which investors always place their importance by means of the readiness of infrastructure
of the country together with the integration of ASEAN Economic Community that will help support investment
activities in Thailand. That is, trend of industrial estate development may increasingly scatter to other regions.
However, although in the past Thailand has faced with internal political problems which have effects on industrial
estate especially the sales amount of industrial estates is still slow down, newcomer of industrial estate developer
continues to increase. Those new developers are to meet the expansion of trade and investment activities that
are expected to increase. The support of Asean Free Trade Area that allows the privileges in terms of import
duty reduction and investment privileges to their member nations has not only helped support investment
activities among ASEAN members but also become attractive to non-member foreign investors to enter to invest
in Thailand.
Another interest of Thailand in the eyes of foreign investors is the topographic location of the country that is like
the center of Indochina; the development of road network that links Thailand and its neighboring countries, which
supports international trade activities to be more flexible; the readiness of infrastructure and the change of BOI’s
investment policy to support the expansion of industrial estate in central and eastern region.
If the strategic area of industrial estate development of Thailand is taken into consideration, the data from the
Kasikorn Bank research center sees that the investment in development of industrial is mainly still in the central
Page
032
Annual Report 2014
and eastern region. Additionally, according to the change of BOI’s investment policy from investment promotion
zones to Activity-Based Incentives and Merit-Based Incentives by emphasizing 10 industry groups i.e.
Infrastructure and Logistics, Basic Industry, Medical and Scientific Equipment Industry, Renewable and
Environmental Service, High Level Basic Technology, Food Industry and Agricultural Product Process, Automotive
Industry and Logistics Equipment, Electric and Electronics Industry, the modified policies have cause no
differences on zoning privileges. On the other hand, this is the reason that lessens the interest in expanding
investment into other region due to the fact that if we consider the industry group under this new policy, mostly
industry groups investing in the eastern and central region are automotive and logistics equipment and electric
and electronics. Therefore, investors are likely to invest in such area for the convenience of supply chain and
logistics issue.”
“Source” : http://thaibanker.com/index.php/business/104-management/economics/808-kasikorn-economicindustrial-estate
Amata Nakorn and Amata City Industrial Estate are deemed to have competitive advantages in topographic
location as a result of the convenience of supply chain and logistics as mentioned above.
The competitors of Amata Nakorn and Amata City Industrial Estate are the estates that join with the Industrial
Estate Authority of Thailand in Eastern Seaboard. But both Amata Nakorn and Amata City still remain advantageous
for its location that is near Bangkok and airport and also are well-known industrial estate and are well-accepted
by international investors. As of December 31, 2014, the Estate has the area jointly operated with the Industrial
Estate Authority of Thailand of 35,824 rais with 960 investors. That is why Amata Nakorn and Amata City are the
industrial estates that are needed by old investors with old base and new investors that are the suppliers to the
existing companies in the both estates.
1.3 Provision of Products
Amata will choose to develop an industrial estate on a strategic location with complete quality infrastructure
and utility. In 2014, Amata bought an additional 501.61 rais of land.
1.4 Obligation to Hand Over the Complete Works
Amata had obligation to hand over the complete works to the customers as at 31 December 2014 amounting to
74.86 million baht.
Public Utilities Products
Amata Water Co., Ltd. gains revenue through rendering of the following 3 services:
1. Raw water supply
2. Treated water supply
3. Waste water treatment service
The above 3 services are provided for areas within Amata Nakorn Industrial Estate (Chonburi) and Amata City
Industrial Estate (Rayong). The main sources of revenue consist of:
Scope of Business
Page
033
Treated water supply service accommodating 60.42% of total revenue
Waste water treatment service accommodating 22.50% of total revenue
Raw water supply service accommodating 15.12% of total revenue
Other revenues accommodating 1.96% of total revenue.
Public Utilities Products Business (Treated Water/Raw Water Supply and Waste Water Treatment Service)
2.1 Nature of Products
The Company operates the procurement of raw water sources, the construction of treated water supply and
waste water treatment systems as well as related control systems in compliance with the regulations of the
Industrial Estate Authority of Thailand (IEAT). The Company’s revenue is derived from supplying raw and treated
water as well as providing waste water treatment service to all categories of industrial plants and entrepreneurs
within Amata Nakorn and Amata City Industrial Estate. An environment-friendly entity, Amata Water Co., Ltd.
produces treated water and/or water for industrial purpose. The Company, with its operation in conjunction
with the Industrial Estate Authority of Thailand, is also awarded ISO 14001 certification by TUV Rheinland Group,
and ISO 9001 certification by nqa. Global Assurance for its second treated water supply and waste water treatment
systems at Amata City Industrial Estate (Rayong).
Amata Water Co., Ltd. is currently producing treated pipe water and/or industrial water. The Company’s office
is located at Amata Service Center Building, 700/2 Moo 1, Klongtamru Sub-district, Muang District, Chonburi
Province.
Investment Promotion Certificate
Amata Water Co., Ltd., is granted an investment promotion certificate as follows:
Certificate No. 1796(2)/2547 granted on 27 September 2004 by the Board of Investment (BOI) with rights and
benefits under the Investment Promotion Act B.E. 2520 for its business activities of supplying treated water and/
or industrial water as well as providing wastewater treatment service, categorized under classes 7.1: Services
and Public Utilities and 7.16: Wastewater Treatment, Disposal Services or Transport of Industrial Waste or Toxic
Chemicals under the following rights, benefits and conditions:
- Exemption from juristic person’s income tax on the aggregate net profit derived from the promoted
activities of which the proportion to the investment capital, excluding the cost of land and working
capital, does not exceed 100% for a period of 8 years commencing from the date the income is first
derived until 11 November 2012. In case of loss incurred during the period of juristic person’s income
tax exemption, such loss may be deducted from the net profit accrued after the exemption period for
a period of not exceeding 5 years from the expiry date of such period. The deduction may be made
out of the net profit of any one year or several years.
- Exemption from the computation of dividends for taxable income throughout the promoted period
expiring 11 November 2012.
- 50% reduction off the normal rate of juristic person’s income tax on the net profit derived from the
investment for a period of 5 years expiring 11 November 2017.
Page
034
Annual Report 2014
- Double deductions from transportation, electricity and water supply cost for the period of 10 years
expiring 11 November 2014.
- Additional 25% deduction of the cost of installation or construction of facilities, apart from the regular
deduction of depreciation cost.
- Exemption from payment of import duty tax on machinery as approved by the BOI.
- Compulsory authorized capital of no less than 80 million Baht.
- Compulsory 51% Thai shareholding ratio in minimum.
- The activities to be operated are treated water and/or industrial water supply along with wastewater
treatment service with 7.6 mil M3 annual production capacity of treated water and/or industrial water
and 7.0 mil M3 of wastewater treatment service. The investment size excluding land cost and working
capital must be no less than 2 million Baht and the exempted value of juristic person’s income tax
must not exceed 55,329,120 Baht.
2.2 Industry and Competitive Status
To date, the Company’s number of customers is increasing along with the higher service rate thanks to the
current economic condition and the growing number of industrial plants in Amata Nakorn and Amata City
Industrial Estate. The Company’s only competitors are small local water distributors from the private sector
while the Company’s competitive advantages are:
- Being the sole supplier of treated water and/or industrial water and sole provider of wastewater
treatment service within Amata Nakorn and Amata City Industrial Estate.
- Product quality standard
- Lower production cost thanks to the economy of scale advantage.
2.3 Provision of Products or Services
The Company’s business policy is to maximize customers’ benefits by rendering top quality services to sufficiently
serve customers’ needs while taking into consideration the efficient use of natural resources along with the
preservation of watersheds and water resources as well as the lifestyle of the surrounding communities.
Business activities conducted at Amata Nakorn Industrial Estate
Water Resources
- Si Yad Dam
30 mil M3/ year
- Amata Reservoir
14 mil M3/ year
- Other Reservoirs
10 mil M3/ year
- Water Reclamation 3.3 mil M3/ year
Production
- Treated Water Plant No. 1 with production capacity of 32,400 M3/ day
Scope of Business
Page
035
- Wastewater Treatment Plant No. 1 with production capacity of 24,000 M3/ day
Business activities conducted at Amata City Industrial Estate
Water Resources
- Amata City Reservoir 12 mil M3/ year
- East Water 7.5 mil M3/ year
- Private Ponds
5 mil M3/ year
- Water Reclamation
2.1 mil M3/ year
Production
- Treated Water Plant No. 1/1 with production capacity of 18,000 M3/ day
- Treated Water Plant No. 1/2 with production capacity of 15,000 M3/ day
Page
036
Annual Report 2014
Risk Factors
Political Risk
The ongoing political turmoil since 2006 and the eruption of political unrest in November 2013 damaged
economic growth in Thailand. During the first half of year 2014, the domestic consumption and exports decline
and the consumer and business confidence are deteriorated. Many new investment projects are pending for
BOI approval because the term of BOI members expired since October 2013. The months of protests have already
hurt Thailand’s economy and run the risk of making the country less attractive to investors. A reputation of
perpetual political unrest would definitely hurt Thailand’s competitiveness and attractiveness to foreign
investment in the future. Some businesses may consider relocating or establishing the production base in other
neighboring countries to mitigate the risk. Therefore, the political risk inevitably would affect our business,
whose sales highly depend on the foreign direct investment and production capacity expansion. Since the
military coup d’état in May, the prevailing political stability is restoring investors’ confidence, which reinforces
economic recovery.
The Company has been investing in Vietnam and continuing its expansion plan in all strategic locations in
Thailand, Vietnam and Myanmar. Amata provides access to high growth ASEAN market and is ready to serve
investors or companies who are looking for opportunities to establish manufacturing base with good facilities
and logistics system.
Economic Risk
The global economic recession from the fragility of the Eurozone, the economic rebalancing in China and the
shrinkage of Japanese economy translate into decline in demand, and thus less investment activities. In
addition, Thailand economy shows weak export, contraction in manufacturing output and sluggish
domestic demand. As Thailand will lose the Generalized System of Preferences (GSP) privileges in European
Union next year, some businesses are trying to adjust their business models to accommodate the change by
moving to other countries to lower production cost in terms of wage and raw materials.
The Company is moving toward regional expansion responding to the growth in demand especially in Vietnam
and Myanmar. This strategic move aligns with the east-west economic corridor, a regional economic
development program, together with the ASEAN Economic Community (AEC). The free movement of goods,
services, labor and capital will spur additional foreign direct investment and capital inflows in the region. Our
Risk Factors
Page
037
presence in Thailand, Vietnam, and Myanmar will correspond to the overall strategy to respond to the needs to
maximize our client’s return with high quality services.
Flooding Risk
The location of Amata Nakorn is close to the sea with an average of two meters above mean sea level and has
Bangprakong River as a natural barrier to any approaching serious floodwaters from Bangkok. The location of
Amata City is located near Laem Chabang deep sea port with an average of 70 meters above mean sea level.
Both locations are not in the flooding area and are not affected by the flood during the major flood incident in
Thailand in 2012.
The Company has ongoing projects for flood control and has been improving drainage systems in order to
effectively drain water from heavy rainfall to the sea faster. Moreover, the Company invested in the improvement
of pumping system and sand dykes by adding the existing height or constructing new ones. The aim is to
minimize the damage from drainage flood. In addition, the Company has established an Emergency Service
Call Center as a part of contingency plans by coordinating with customers in order to prevent and cope with
any emergency situation in a timely manner.
Sectoral Concentration Risk
Based on our customer profile, majority of clients are from automotive sectors. The fluctuation in the revenue
from land sales and other revenues directly relates to the slowdown of investment from this sector.
Both Amata Nakorn and Amata City are situated close to the eastern seaboard, which is considered an
automotive hub of Asia, most customers are automobile producers and their supply chains. The approval of
eco-car phase 2 projects and the plan capacity expansion will bring positive factors to the Company. In addition,
the Company is expanding its customer base to various sectors and nationalities. The Company is also trying
to create balancing revenues from both Thailand and Vietnam land sales and recurring incomes from utilities,
rental facilities and maintenance services. An increase of revenue proportion from other recurring income
sources apart from the land sale will reduce revenue fluctuation, enhance the business opportunity and
diversify risk.
Regulatory and Environmental Risk
In 2009, the Map Ta Phut incident and the unanticipated court order increase regulatory risk. Activists, experts,
citizens increasingly realize and eager to promote sustainable development projects to preserve the environment
and protect the scenic beauty for future generations. The need to balance industrial development and
economic growth is becoming an issue.
Amata fully adopts the ISO 14001 Environmental Management System for both industrial estates in Thailand.
The goal is to minimize the impact made by the company’s operations on the environment. The Company
launched the zero-discharge waste management program for waste water and solid waste. In addition, the
Company also works closely with IEAT, a government enterprise operating under the Ministry of Industry, to
ensure the least possible impact on communities from industrial estate activities.
Page
038
Annual Report 2014
The new BOI investment promotion scheme is aiming at moving Thailand into a higher level of development,
focusing on competitiveness and value creation in the industrial sector. The change in BOI privilege will promote
the investment according to the business type or an industrial cluster scheme instead of investment zones.
Therefore, some benefiting businesses will prefer to have their factories located closer to existing production
chains. Most of our customers in auto and electronic components will still get the privilege.
The Company, as an industrial estate developer, will be affected by this new scheme in the long term. The
Company is still taking advantage of the current investment promotion privileges as they submitted the
applications before the end of 2014 for the planned expansion plan. At the same time, Amata is moving forward
to the next step by investing in an expansion plan to develop a science city inside the industrial estate, which
also complies with the new BOI scheme receiving maximum corporate income tax exemption benefit.
Financial Risk
The Company engages in several projects in Thailand, Vietnam and Myanmar. Therefore, the Company needs
to ensure that it has sufficient source of funds at a minimum cost of capital to support the company’s strategy.
The total long term loan is accounted for 30% of total assets. The net interest bearing debt to equity ratio at
the end of year 2014 was 0.43 to 1 times with cash balance of Baht 1,021 million. The Company constantly
monitors its financial position, current debt level and cash on hand whether it has enough funding to finance
all projects in order to minimize the financial risk.
T
The Pride
Our Strategic Locations
V
Thailand,
Vietnam,
Eastern Seaboard: Dong Nai Province:
• Amata Nakorn, Chonburi
• Amata City, Rayong
• Amata City (Bien Hoa)
Page
040
Annual Report 2014
Other
Information
Amata Group of Companies
Business Activity
Company Registration Date
Company Registration No.
Registered and paid up share capital
Head Office
:
:
:
:
:
Phones
Fax
Home Page
Email
Management
Site Office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
Industrial Estate Development
March 6, 1989
0107537002761
1,067,000,000 ordinary shares at Baht 1 each
2126 Kromadit Building, New Petchburi Road,
Bangkapi, Huay Kwang, Bangkok 10310, Thailand
(02) 792-0000
(02) 318-1096
www.amata.com
viboon@amata.com
Mr. Viboon Kromadit, Director & Chief Marketing Officer
Amata Nakorn Industrial Estate, 700 Moo 1
Klongtamru, Muang, Chonburi 20000, Thailand
(038) 939-007
(038) 939-000
tsutsui@amata.com
Mr. Yasuo Tsutsui, Marketing Manager
Other Information
Page
041
Juristic persons, in which the company holds at least 10% interest:
1. Amata Development Co., Ltd.
Business Activity
Percentage owned by Amata Corporation
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
Sales and Lease of the 198 Units Apartment in Amata Nakorn
June 15, 1990
0105533068758
68,000 ordinary shares at Baht 1,000 each
43.49%
Amata Nakorn Industrial Estate, 700/ 1000 Moo 1
(038) 213-331 to 35
(038) 213-143
amatamansion@yahoo.com
Mr. Kongdeasthe Sanguansataya, Deputy General Manager
2. Amata Mansion Service Co., Ltd.
Business Activity
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
Operate Green Grass Thai Restaurant and Catering
November 15, 1991
0105534108753
100,000 ordinary shares at Baht 100 each
12.66%
Amata Nakorn Industrial Estate, 700/ 1001 Moo 1
(038) 213-331 to 35
(038) 213-143
amatamansion@yahoo.com
Mr. Kongdeasthe Sanguansataya, Deputy General Manager
3. Amata (Vietnam) Joint Stock Company
Business Activity
Head Office
Phones
Fax
Email
Management
: Development of Industrial Estate, Commercial Complex and
Residential Projects and Related Services.
: December 31, 1994
: 1100/GP and 472033000132
: USD 20,400,000
: 61.83%
: Long Binh Ward, Bien Hoa City
Dong Nai Province, Vietnam
: (84) 61-3991-007
(84) 61-3892-895
: marketing@amata.com.vn
: Mrs. Somhatai Panichewa, President and CEO
Page
042
Annual Report 2014
4. Amata B. Grimm Power Ltd.
Business Activity
:
:
:
:
Head office
:
:
Phones
Fax
Email
Management
:
:
:
:
Production of electricity and steam
March 2, 1995
0105538027863
Registered capital: 17,000,000 ordinary shares at Baht 100 each
Paid-up share capital: 15,000,000 shares of fully paid-up Baht 100
per share; 2,000,000 shares of paid-up Baht 72.50 per share
13.77%
88 Krungthepkreetha Road, Huamark,
Bangkok 10240, Thailand
(02) 379-4246, 710-3400
(02) 379-4245
preeyanart.s@amatabgrimmpower.com
Mrs. Preeyanart Soontornwata, President
5. Amata City Co., Ltd.
Business Activity
Head Office
:
:
:
:
:
:
Phones
Fax
Site Office
:
:
:
Project Location
Phones
Fax
Email
Management
:
:
:
:
Industrial Estate Development
June 5, 1995
0105538066591
4,500,000 ordinary shares at Baht 100 each
83.67%
(02) 792-0000
(02) 318-1096
Amata City Industrial Estate, 7 Moo 3, Bowin, Sriracha,
Chonburi 20230, Thailand
Highway 331 KM. 94, Mabyangporn, Pluakdaeng, Rayong
(038) 497-007
(038) 497-000
viboon@amata.com
Mr. Viboon Kromadit, Director
Other Information
Page
043
6. Amata Power (Bien Hoa) Ltd.
Business Activity
:
:
:
:
Head office
Phones
Fax
Email
:
:
:
:
:
Management
:
June 29, 1996
1618/GP and 472023001169
Registered capital: USD 5,500,000
Paid-up share capital: USD 4,428,571
14.45%
Amata Industrial Park, Bien Hoa City, Dong Nai Province, Vietnam
(84) 613 936 938
(84) 613 936 445
jan.tenner@amatabgrimpower.com
hoangapbh@hcm.vnn.vn
Mr. Jan Markus Tenner (President)
Mr. Tran Hoang (Vice President)
7. Amata Water Co., Ltd.
Business Activity
Head Office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
Production and sale of water products for use in industry
March 5, 1999
0105542016421
100%
Amata Nakorn Industrial Estate, 700/ 2 Moo 1 Klongtamru, Muang,
(038) 939-007
(038) 939-001
chuchat@amata.com
Mr. Chuchat Saitin, Managing Director
8. Amata Natural Gas Distribution Co., Ltd.
Business Activity
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
Supply natural gas and Pipeline distribution network
November 27, 2001
0105544114560
20%
Amata Nakorn Industrial Estate,
700/ 2 Moo 1, Bangna-Trad Highway, Klong tamru, Muang
District, Chonburi 20000, Thailand
(038) 214199, 458601-2
(038) 214-255
sales@amatangd.com, fa_ac@amatangd.com
Mr.Toemchai Bunnag, President
Page
044
Annual Report 2014
9. Amata Facility Services Co., Ltd.
Business Activity
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
Service Center Area
November 29, 2002
0205545012590
91%
Amata Nakorn Industrial Estate, 700/ 2 Moo 1 Klongtamru, Muang,
(038) 939-007
(038) 939-001
aukkares@amata.com
Mr. Aukkares Choochouy, Managing Director
10. Amata Summit Ready Built Co., Ltd.
Business Activity
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
Ready built factories for lease or sale
December 15, 2004
0205547025176
49%
Amata Nakorn Industrial Estate, 700 Moo 1 Klongtamru, Muang,
(038) 939-007
(038) 939-001
janjira@amata.com
Ms. Janjira Yamyim, Managing Director
11. Vantec Amata Logistics (Thailand) Co., Ltd. (Formerly Known as VIA Logistics Co., Ltd.)
Business Activity
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
Warehousing, Transportation, Delivery, Customs Clearance
December 27, 2004
0205547025907
21%
Amata Nakorn Industrial Estate, 700/616 Moo 4
Bankao, Panthong District,
(038) 210-228 to 230
(038) 210-245
takeshi-nohara.nf@vantec-gl.com
Mr. Takeshi Nohara, President
Other Information
Page
045
12. Amata Asia Limited
Business Activity
Head office
Phones
Fax
Email
Management
:
:
:
:
:
:
Holding Company
May 28, 2008
1242011
1,000 ordinary shares at HKD 1 each
100%
16th – 19th Floor, Prince’s Building, 10 Chater Road, Central,
Hong Kong
: (02) 792 0000
: (02) 318 1096
: somhatai@amata.com
Ms. Somhatai Panichewa, Chairman
13. Amata B. Grimm Power (Rayong) 1 Ltd.
Business Activity
Head office
Phones
Fax
Email
Management
:
:
:
:
:
:
September 9, 1996
0105539100131
15.23%
: (02) 379-4246, 710-3400
: (02) 379-4245
: preeyanart.s@amatabgrimmpower.com
: Mrs. Preeyanart Soontornwata, President)
14. Amata B. Grimm Power (Rayong) 2 Ltd.
Business Activity
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
January 12, 2010
0105553004488
Registered capital: 12,500,000 ordinary shares at Baht 100 each
15.23%
(02) 379-4246, 710-3400
(02) 379-4245
Page
046
Annual Report 2014
15. Amata B. Grimm Power 3 Ltd.
Business Activity
Head office
Phones
Fax
Email
Management
:
:
:
:
:
:
:
:
:
:
January 12, 2010
0105553004461
18.26%
88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand
(02) 379-4246, 710-3400
(02) 379-4245
16. Thai-Chinese Rayong Industrial Realty Development Co., Ltd.
Business Activity
Head office
Phones
Fax
Email
Management
: Develop industrial estate, sales land and lease ready built factory
to the investor from mainland of China.
: March 20, 2012
: 0105555043502
: 10,000,000 ordinary shares at Baht 100 each; paid up Baht 50 each
: 46.10%
: 126/33 Thaisri Tower 9th Floor, Krungthonburi Road,
Banglampoolang, Klongsan,Bangkok 10600
: 02-439-0915-7 ext. 16
: 02-439-0922
: qun.yue@holley.cn
: Mrs. Charunee Sirithaworachan (Project Manager and Sales
Manager)
17. Amata VN Public Company Limited
Business Activity
:
:
:
:
Head office
:
:
Phones
Fax
Email
Management
:
:
:
:
Holding Company
August 30, 2012
0107555000325
Registered share : 935,000,000 ordinary shares at Baht 0.50 each,
Paid up share : 768,630,000 shares at Baht 0.50
88.33%
Bangkapi, Huay Kwang,
(02) 792-0000
(02) 318-1096
somhatai@amata.com
Mrs. Somhatai Panichewa (Chief Executive Officer)
Other Information
Page
047
Business Activity
:
:
:
:
August 26, 2010
0105553104431
Head office
Phones
Fax
Email
Management
:
:
:
:
:
:
27%
88 Krungthepkreetha Road, Huamark, Bangkok 10240, Thailand
(02) 379-4246, 710-3400
(02) 379-4245
Business Activity
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
August 26, 2010
0105553104423
27%
(02) 379-4246, 710-3400
(02) 379-4245
20. Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd.
Business Activity
:
:
:
:
Head office
:
:
Phones
Fax
Email
Management
:
:
:
:
Logistic
April 11, 2013
0105556063680
Registered share : 5,460 ordinary shares at Baht 1,000 each, 540
preference shares at Baht 1,000 each
22.75%
1 Empire Tower, 16/F, Room No. 1606, South Sathorn Road,
Yannawa, Sathorn, Bangkok, Thailand
(02) 670-0391-3
(02) 670-0390
nishimura@seals-japan.co.jp
Mr. Hiroo Nishimura, Managing Director
Page
048
Annual Report 2014
21. Amata Global Pte. Ltd.
Business Activity
:
:
:
:
Head office
Phones
Fax
Email
Management
:
:
:
:
:
:
Holding Company
November 14, 2013
201330827G
Registered share : 15,000 ordinary shares at 4 Singapore Dollars
each
100%
50 Raffles Place, #06-00, Singapore Land Tower, Singapore (048623)
084-883-0007
songchom@amata.com
Ms. Songchom Tangnawapan
22. Amata Summit Reit Management Co., Ltd.
Business Activity
Head office
:
:
:
:
:
:
Phones
Fax
Email
Management
:
:
:
:
REIT Manager
April 1, 2014
0105557048153
49%
2126 Kromadit Building, 5th floor, New Petchburi Road,
02-7920089
02-7920090
dendao@amatareit.com
Ms. Dendao Komolmas, Managing Director
Page
049
Reference
Share Registar
The Thailand Securities Depository Co., Ltd.
Address
: The Stock Exchange of Thailand Building, 62 Ratchadapisek Road,
Klongtoey Bangkok 10110, Thailand
: (02) 229-2800
: (02) 654-5599
Phones
Fax
Auditor
Ms. Siraporn Ouaanunkun
Auditor No
Company Name
: 3844
: EY Office Limited (Formerly Known as Ernst & Young Office
Limited)
: 33rd Floor, Lake Rajada Office Complex
193/136-137 Rajadapisek Road
Klongtoey, Bangkok 10110, Thailand
: (02) 264-0777, (02) 661-9190
: (02) 264-0789-90, (02) 661-9192
Address
Phones
Fax
Legal Counselor
International Business Lawyers Co., Ltd.
Address
:
Phones
Fax
:
:
23rd Floor, Wall Street Tower
33/ 118-119, Surawongse Road, Suriyawong, Bangrak
(02) 233-1001, (02) 233-1008
(02) 236-6100
Investors can find further information on the Company from the Company’s Annual Registration Statement
(56-1) which can be downloaded at www.sec.or.th or www.amata.com
Page
050
Annual Report 2014
Major
Shareholders
No. of Shares
% of Share
holding
236,034,390
22.12
109,101,621
10.23
58,122,500
5.45
4. STATE STREET BANK AND TRUST COMPANY
48,431,828
4.54
5. STATE STREET BANK EUROPE LIMITED
46,283,075
4.34
6. Jurangkool Family
40,661,400
3.81
27,581,880
2.58
26,734,000
2.51
25,000,000
19,051,100
2.34
1.79
Major Shareholders as of December 30, 2014
1. Kromadit Family
Mr. Vikrom Kromadit
215,700,000
Mr. Vitoon Kromadit
17,345,270
Miss Vipavee Kromadit
1,646,457
Mrs. Nitaya Kromadit
645,800
Miss Somsri Kromadit
500,000
Mr. Vitit Kromadit
134,400
Miss Vichaya Kromadit
62,463
2. Thai NVDR Co.,Ltd.
3 . THE BANK OF NEW YORK MELLON
Mr. Thaveechat Jurangkool
30,450,000
Mrs. Hatairatn Jurangkool
7,400,000
Mr. Nuttapol Jurangkool
2,811,400
7. Yodmani Family
Police General Chavalit Yodmani
27,546,080
Mr. Piya Yodmani
8. N.C.B.TRUST LIMITED-NORGES BANK 11
35,800
9. ITOCHU MANAGEMENT (THAILAND) CO.,LTD.
10. HSBC (SINGAPORE) NOMINEES PTE LTD
Page
051
Report of Changes in Securities
Holdings of Directors and Top
Executives under the definition of SEC
Shares
Name
1. Mr. Chackchai Panichapat
Increase
/
As of Dec 27, 2013
As of Dec 30, 2014
(decrease)
during
No. of % of Share
No.
% of Share financial
Share
holding of Share holding
year
-
Position
Acting Chairman and
Executive Director
2. Mr. Vikrom Kromadit
Director, Chairman of
215,700,000
the Executive Board and
Chief Executive Officer
3. Mr. Vatana Supornpaibul Director and Executive
Director
4. Mr. Viboon Kromadit
Director, Executive
Director, Chief Marketing
Officer and Acting Chief
Operating Officer
Spouse
300,000
5. Mr. Anucha Sihanatkathakul Director, Chairman of the
5,534,000
Audit Committee and
Member of the Nomination
& Remuneration Committee
6. Mr. Noppun Muangkote
Director, Member of the
Audit Committee and
Chairman of the Nomination
7. Assoc.Prof.Dr. Somchet
Director, Member of the
Thinaphong
Audit Committee and
Member of the Nomination
8. Mr. Yoot Rojvirasingh
Chief Business Officer
-
20.2156
215,700,000
20.2156
-
-
-
-
-
-
-
-
-
0.0281
300,000
0.0281
-
0.5187
8,034,000
-
-
-
-
-
-
-
-
-
-
-
-
0.753 2,500,000
Page
052
Annual Report 2014
Shares
Name
9. Mr. Siew Ko Chuen
Position
Senior Vice President of
Accounting & Finance
Department, Investor
Relations Department and
Information Technology
Department
10. Ms. Dendao Komolmas Vice President of Corporate
Finance
11. Ms.Chindarat Ungsukulchai Vice President of Group
Accounting
As of Dec 27, 2013
As of Dec 30, 2014 Increase /
(decrease)
during
No. of % of Share
No.
% of Share financial
Share
holding of Share holding
year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The
Benefit
to All
We strive for financial
stability to ensure
Amata’s long term
commitment to our
shareholders, investors
and partners.
Page
054
Annual Report 2014
Dividend
Policy
Amata Corporation Public Company Limited and its subsidiary companies has the policy to pay dividend at
minimum 40% of the net profit from the operating performance of each year depending on economic atmosphere
of the country, industrial estate market condition and cash flow position of the Company
starting from 1995/1996.
In 2007, due to the change of the accounting policy under the announcement of the Federation of Accounting
Professions under which investments in subsidiaries, jointly controlled entities and associates are to be presented
in the separate financial statements under the cost method rather than the equity method. But in the consolidated
financial statements, we still apply the equity method. This will reflect the difference of the net profit in the
financial statements of the company only and the consolidated one.
So, the Company shall pay dividend from the profit of the financial statements of the Company only. The Company
will not pay dividend when there is loss in the consolidated financial statements. Also, the Company will not
pay dividend if after dividend distribution, the retained earnings in the consolidated financial statements turn
to be a loss.
Page
055
Management
Structure
1 Board of Directors
The Board of Directors consists of 7 Directors
Executive as Directors of the Board
Mr. Vikrom Kromadit
Mr. Chackchai Panichapat
Mr. Vatana Supornpaibul
Mr. Viboon Kromadit
Independent Directors
Mr. Anucha Sihanatkathakul
Mr. Noppun Muangkote
Assoc. Prof. Dr. Somchet Thinaphong
Company Secretary
Mrs. Varaporn Vatcharanukroh
The company management structure consists of four committees:
The Board of Directors
The Executive Board
The Nomination &
The Audit Committee
Acting Chairman
Directors
Mr. Vikrom Kromadit, Mr. Vatana Supornpaibul , Mr.
Viboon Kromadit, Mr. Anucha Sihanatkathakul, Mr.
Noppun Muangkote and Assoc. Prof. Dr. Somchet
Thinaphong
Chairman
Mr. Vikrom Kromadit
Directors
Mr. Chackchai Panichapat, Mr. Vatana Supornpaibul and
Mr. Viboon Kromadit
Chairman
Directors
Mr. Anucha Sihanatkathakul and Assoc. Prof. Dr.
Somchet Thinaphong
Chairman
Mr. Anucha Sihanatkathakul (Financial Review
Experience)
Mr. Noppun Muangkote and Assoc. Prof. Dr. Somchet
Thinaphong
In 2014, Amata held 5 Board of Directors Meetings, 72 Executive Board Meetings, 3 Nomination & Remuneration
Committee Meetings and 5 Audit Committee Meetings.
Directors
Page
056
Annual Report 2014
Meeting Attendance
Board of Directors
Meetings (*)
Name of committee
Dr. Wissanu Krea-Ngam
(resigned on August 29,2014)
Mr. Keita Ishii
(resigned on August 29,2014)
Mr. Vikrom Kromadit
Mr. Vatana Supornpaibul
Mr. Viboon Kromadit
Mr. Anucha Sihanatkathakul
Audit Committee
Meetings (*)
Nomination &
Remuneration
Committee
Meetings (*)
5/5
5/5
5/5
3/3
3/3
3/3
4/5
2/5
5/5
5/5
5/5
5/5
5/5
5/5
5/5
(*) Meeting Attendance/Total Meeting (Times)
2 Company Executive
The Company Executive consists of 14 Executives
1. Mr.Vikrom Kromadit*
Chief Executive Officer
2. Mr.Viboon Kromadit*
Chief Marketing Officer and Acting Chief Operating Officer
3. Mr.Yoot Rojvirasingh*
Chief Business Officer
4. Mr.Surakij Kiatthanakorn
Deputy Chief Business Development / Infrastructure
5. Mr.Siew Ko Chuen*
Senior Vice President of Accounting & Finance Department,
Investor Relations Department and Information Technology Department
6. Mr.Kasem Pornananrat
Vice President : Amata ICT Project President
7. Ms.Songchom Tangnawapan
Vice President of Marketing and Sales Department
8. Mr.Chairat Suwanvicharn
Vice President of Land and Government Affairs Department
9. Mr.Paradorn Srongsuwan
Senior Vice President of Oversea Engineering New Project
10.Mr.Viwat Kromadit
Vice President of Group Engineering Project
11. Mr.Kamjorn Vorawongsakul
Vice President of Relationship Management Department
12. Mrs.Varaporn Vatcharanukroh
Company Secretary
13. Ms.Dendao Komolmas
Vice President of Corporate Finance
14. Ms.Chindarat Ungsukulchai
Vice President of Group Accounting
Remark : * Executive under the definition of SEC
The total of employee 111 persons
Management Structure
Page
057
3 Company Secetary
Mrs.Varaporn Vatcharanukroh Company Securetary
4 Remuneration for the Board and the Executives
The Company sets appropriate remuneration for members of the Board of Directors at rates comparable to those
of leading companies listed in the SET, and other top companies in the same industries. Remuneration for the
Board is also considered based on the Company’s operating results, before being proposed for approval in the
Shareholders’ Meeting.
In addition to monetary remuneration, the Company does not grant other privileges to the directors.
In 2014 Directors received monthly allowances, attendance fees, and bonus as listed below:
Unit : Baht
Nomination
and
Remuneration
Audit
Committee Committee
Board of Directors
Attendance
Fees
Monthly
Allowances +
Attendance Attendance
Fees
Fees
Dr.Wissanu Krea-Ngam (resigned on
August 29,2014)
Mr.Keita Ishii (resigned on August 29,2014)
Mr.Vikrom Krommadit
Mr.Chackchai Panichapat
Mr.Vatana Supornpaibul
Mr.Viboon Kromadit
Mr.Anucha Sihanatkathakul
Mr.Noppun Muangkote
90,000.00
150,000.00
90,000.00
250,000.00
150,000.00
150,000.00
480,000.00
155,000.00
390,000.00
207,166.67
390,000.00
390,000.00
390,000.00
390,000.00
390,000.00
Total
330,000.00
550,000.00
3,182,166.67
Bonus
Total
855,882.35
753,176.47
684,705.88
684,705.88
684,705.88
684,705.88
684,705.88
684,705.88
684,705.88
1,335,882.35
908,176.47
1,074,705.88
891,872.55
1,074,705.88
1,074,705.88
1,414,705.88
1,374,705.88
1,314,705.88
6,401,999.98 10,464,166.65
In 2014 Independent directors received meeting allowances from meeting of Board of Director of subsidiary
companies
Subsidiary Companies
Amata Summit
Amata (Vietnam) Joint
Amata Asia
Ready Built
Director
Stock Company
Amata Water Co.,Ltd.
Limited
C0.,Ltd.
Mr.Anucha Sihanatkathakul
14,750 US$
540,000.00 Baht
None
94,415 Baht
Page
058
Annual Report 2014
Remuneration for Company Executives
In 2014, the 4 Executives under the definition of SEC received remuneration including salaries and bonus from
Amata totaling Baht 12,804,104.52 and the Executives provident fund of Baht 792,390.00.
5 Employee
Number of employees in total is 111, Number of employees from each department as demonstrate in the
organization chart.
Payments include salary, cost of living, over time, bonus and provident fund etc. in total 93,992,576.98 baht
Board of Directors
Company Secretary (1)
Nomination & Remuneration
Committee
Executive Board
Audit Committee
Chief Executive
Officer (1)
Internal Audit
Secretary Officer (13)
Marketing Division (1)
Information Development (2)
Business Development
Division (1)
IT, Accounting & Finance and
Investor Relation Division (1)
Operating Division
Marketing & Sales (10)
New Project (6)
Information
Technology (5)
Legal(1)
Land & Government
Affairs (7)
Infrastructure (4)
Accounting & Finace(12)
Relationship
Management (2)
Unban(1)
Investor Relations (1)
Human Resource &
General Affairs (24)
Engineering (13)
Corporate Social
Responsibility (3)
Public Relations (2)
Human Resource Management Policies
The company has planned its Human Resource Strategies in order to become the High Performance Organization and also to continuously support business growth and expansion both in Thailand and Southeast Asia
Region. The Company is also on the process of re-organization, improving management structure and corporate
culture implementation including continuously cultivating values to all personnel across Amata group. Furthermore, Human Resource Development is one of the most important cause which the Company always realizes
and develops its employees to become high potential workers, professionalism with the intention of becoming
global recognized company on the world stage.
Remuneration Policy
The Company’s policy regarding remuneration is based on the twice a year performance evaluations. Furthermore, the Company has also been providing other welfare and benefits in order to support its employees and
create good relationship between employees and the Company. The budget for staff had been increased by
1.02% in 2014.
Page
059
Amata and
Corporate
Governance Policies:
The Board of Directors firmly believes that good business model is not about profit making as the sole objective.
Rather, the means to achieve such profits is equally important or even as crucial in the long run. The Board of
Directors therefore aims at driving the company to operate under good corporate governance.
In drafting its corporate governance policy, the company abode by the Stock Exchange of Thailand’s Principle
of Good Corporate Governance for Listed Companies 2012 which was divided into the following main subjects:
1.
2.
3.
4.
5.
Shareholders’ rights
Equal treatment for shareholders
Roles of stakeholders
Information disclosure and transparency
Board of Directors’ responsibilities
In order for the primary Principle of Good Corporate Governance to be implemented effectively, the company
has put together a Corporate Governance Committee to oversee the implementation of the policy. The Committee
is responsible for communicating and ensuring compliance to the corporate governance policy. Reviews and
assessments are carried out every year and the results are disclosed in the company website under Form 56-1
of the annual report.
1. The Rights of Shareholders
The Board of Directors values and respects the rights of the shareholders and treats them on an equal basis.
All shareholders, both as investors and owners of the company, shall be entitled to the same basic rights
including:
• The rights to buy, sell, transfer and receive shareholder certificates
• The rights to receive correct and sufficient information in a timely manner and in a form appropriate
for use in their decision making
• The rights to share in the company’s profits
• The rights to attend and vote at shareholders meetings in order to jointly decide on major changes in
the company’s policies
Page
060
Annual Report 2014
• The right to elect and remove members of the Board of Directors as well as determine their
remunerations
• The rights to approve the appointment of the company’s auditor and consider their fee.
The company’s shareholders in convenes an annual general meeting of the shareholders once a year within 4
months from the end of each fiscal year of the company. In the event that an urgent need arises for shareholders’
approval on special agenda affecting the shareholders’ interest or involving conditions, regulations or laws
relevant to the company’s business, the company will convene an extraordinary general meeting of the
shareholders on a case by case basis. Also, a group of shareholders collectively representing not less than
one-fifth of the total outstanding shares or a minimum of 25 shareholders collectively holding not less than
one-tenth of the total outstanding shares may jointly launch petition to the Board of Directors to convene an
extraordinary general meeting of the shareholders at any time. The reasons for calling for such a meeting must
be clearly indicated in the petition. Under such circumstances, the Board of Directors must convene a shareholder
meeting within one month from the petition receiving date. Shareholders have the right to vote at meetings
according to the number of shares owned by each shareholder, whereby one share is for one vote and no
particular share allows them privilege to limit the rights of other shareholders.
In 2014 the Company conducted many actions to promote and facilitate the use of shareholders’ rights beyond
the basic rights of the shareholders as follow:
1.1 The Company hosted one general meeting of the shareholders on April 21, 2014 at the Bu-Nga room
Grand Ballroom, Golden Tulip Sovereign Hotel, Bangkok, at which shareholders were able to consider
and vote on company’s activities as required by laws. The company assigned Thailand Securities
Depository Co., Ltd. to send out a prospectus of the meeting and all relevant documents to the
shareholders not less than 21 days prior to the meeting so that the shareholders would have sufficient
time to peruse information related to the meeting. All shareholders whose names appeared in the
Registry of the Shareholders on the date of the shareholders registration would receive the documents
which include an agenda of the meeting, company’s annual report, company’s financial statement,
and a letter of authorization to act on their behalf if they cannot attend the meeting. These documents
were sufficient to enable shareholders to decide on the meeting’s items. Apart from a mail delivery
of the meeting invitation and relevant documents, the company published a meeting announcement
to newspaper three consecutive days and at least three day prior to the proposed meeting date.
1.2 The Company disseminated the information related to the agenda of the shareholder’s meeting on
the company’s website <www.amata.com> one month prior to the meeting. The information on the
website also clarified the rights of the shareholders in the meeting and the right to vote.
1.3 In case a shareholder could not attend the meeting in person, the Company allowed such a person
to appoint a representative or an independent director to attend the meeting and act on his/her behalf.
A shareholder might use a letter of authorization sent with an invitation package or download an
authorization form from the company’s website.
For institutional investors or foreign investors who authorize custodians in Thailand to keep and
safeguard their shares, the Company will arrange for the documents and evidence required prior to
attending the Meeting well in advance to facilitate registration on the date of the Meeting.
Independent Auditor’s Report
Page
061
1.4 Directors, management and the external auditor were encouraged to attend the shareholders
meeting and answer shareholders questions. Eight of eight directors, which included the Chairman,
attended the meeting of year 2014 which accounted for 100% of the board members.
1.5 The meeting of shareholders was arranged to ensure that all shareholders were treated equally. Each
shareholder would have an equal opportunity to express his or her views, suggestions, and questions
at each stage of the meeting with sufficient time before each decision was made. In the meeting the
Company also provided experts in each field under the responsibility of the Board of Directors to
answer any questions from the shareholders. The minute was recorded accurately and completely,
and was concluded with the motions that were passed and the votes on each motion. The meeting
lasted approximately two hours.
1.6 The company encouraged shareholders to forward their questions with regard to the meeting agenda in
advance to cs@amata.com or at facsimile number 0-2318-1096 in order that the shareholders could
gain the most benefit from the meeting and that their rights would be fully observed.
1.7 The company videotaped every shareholders meeting throughout, so that doubtful shareholders can
follow all events in any meeting.
1.8 The company announces its meeting resolutions via the news system of the Stock Exchange of
Thailand within the next working day.
1.9 The company produces minutes of the meeting within 14 days from the date of a general shareholders
meeting, which will be filed at the Stock Exchange of Thailand and the Ministry of Commerce within
the deadline specified in the law and publishes the same in the company website (www.amata.com).
2. The Equitable Treatment of Shareholders
The Company is fully concerned to ensure an equitable treatment of shareholders, regardless of being a
controlling shareholder, minority shareholder, shareholder who is also a board of director or management,
institutional shareholder, or foreign shareholder. The company provides several mechanisms to ensure an
equitable treatment of shareholders especially with minority shareholders as follows:
2.1 All shareholders carry equal voting right in the meeting in accordance with the amount of the share
holding. One share is equal to one vote.
2.2 At the annual general meeting of the shareholders, the company sent proxy forms to the shareholders
before the meeting. The contents of which agree with the specifications defined by the Ministry of
Commerce, along with the notice of the meeting. The shareholders who are unable to attend the
meeting may assign his/her proxy rights to one of the company’s independent Directors, whose name
will be specified in the convening notice. Furthermore, the shareholders who arrive after the meeting
commences have the right to vote on the issue on the agenda being discussed at that time and are
entitled to vote and be considered part of the quorum for that agenda onwards unless the meeting
sees otherwise.
2.3 The company policy is not to include any additional agenda to the AGM unless it has been previously
publishes to company’s shareholders to considered in advance of the meeting to insure adequate
time for consideration before any resolution is proposed or voted upon.
2.4 The Company shall conduct an election for each individual committee.
Page
062
Annual Report 2014
2.5 For shareholders’ convenience sake, the company has arranged for registration using a barcode
system that displays the registration number of each shareholder as published in his/her proxy. So
that the registration procedure is completed quickly. Moreover, in each voting in year 2014, the
company collects the shareholders’ ballots to determine the voting result for each agenda. For all
agendas all ballots are kept. And at the end of the meeting, shareholders may request to verify the
correctness of the count.
2.6 The Company has established clear and transparent procedures for shareholders to recommend AGM
agenda and to nominate director candidates to the Board, which had been announced via the Company’s
website and the SET. Minority shareholders who held minimum shares of 0.05 percent of total paidup share capital either by one or several shareholders combined for at least one year were welcomed
to direct their recommendations to the Board within the period of September 29,
2014- January 30, 2015.
2.7 The Board of Director sets the regulation to prevent Insider Trading by a member of Executive
Committee and staff (including spouse and minor) who have access to information, as follows:
2.7.1 The Company prohibits a member of Executive Committee and staff (including spouse and minor)
who have access to information to buy or sell the company’s securities within two weeks prior
to the disclosure of the quarterly financial statement and the annual financial statement. The
prohibition extends to the Blackout Period (24 hours after the financial statement disclosure).
2.7.2 Any committee and staff who have access to non-public information which may affect the price
of the company’s securities shall be prohibited to trade the company’s securities not until 24
hours after such information is disclosed to the public. The Company also prohibits its
executives and departments to disclose any nonpublic information to person outside company
or person who is not in charge to prevent the misuse of such information.
2.7.3 Board of director and executive, including spouses and minors who change an amount of his or
her share holding must report to the Securities and Exchange Commission of Thailand within
three days of the transaction date, in accordance with Section 59 of the Securities and Stock
Exchange Act 1990.
2.7.4 The company requires that all Directors and executives report their holding of the company’s
stocks in every Board of Directors meeting.
2.8 The Company realizes the importance of managing the conflicts of interests of related persons,
namely, the Board of Directors, AMATA top executives, and employees in a prudent, fair, and
transparent manner. As a consequence, the Board of Directors has established policies and measures
regarding conflicts of interests as follows:
•
Directors, top executives, and their related persons must file a report with the Company stating
their interests in the management of the Company or a subsidiary when they first take the
office. They must also file a report should there be any changes in their interests and at every
year end. The Company Secretary shall deliver a copy of such report to the Chairman and
Chairman of the Audit Committee within 7 days upon the receipt of the report in compliance
with the Securities and Exchange Act BE 2535 (1992) and to use such information for monitoring
and preventing any conflict of interests.
Page
063
•
The Company discloses its shareholder structure in subsidiaries, associates, jointly-controlled
entities, and other companies as well as authorized directors to ensure that the Company has
a clear and transparent shareholder structure. There is no cross-holding among major
shareholders, thereby preventing any conflict of interests with any party.
•
At a Board of Directors’ meeting, any director or executive who may have a vested interest in any
agenda item under consideration must not attend the meeting or must abstain from voting on
such agenda item. This is to ensure that the Board and executives make decisions in a fair
manner for the utmost benefit of shareholders.
3. The Role of Stakeholders
The Company regards the rights of all stakeholder groups to be important, no matter if they are inside or outside
the company. The company’s area of concern extends beyond its customers, shareholders, and staff, to local
community, society at large, and natural environment.
3.1 Shareholders: The Company is devoted to become a good agent of our shareholders. The Company
is conducting its business with the principle of transparency to increase corporate value over the long
term, to provide good returns, and to equally provide information to all sides.
3.2 Employees: The Company values its employees as the key to corporate success. The Company
promotes equal treatments in terms of gender, race, ethnicity, religion and belief and also supports
the development of its staff as a professional workforce by ensuring that the staffs equally get a good
working environment and a fair level of remuneration. In 2014, the company provides the additional
knowledge training totally 47 times. Besides, The Company has provided a provident fund for
employees since 1996.
3.3 Business Partners: The Company maintains good relations with its business partners and strictly
adheres to the conditions of the contracts with them to ensure mutual benefits between the company
and its partners. The Company will treat each business partner equally on the ground of fair business
competition.
3.4 Competitors: The Company operates within the framework of fair competition. The company will not
damage its rivals’ reputation without any evidence.
3.5 Creditors: The Company is strictly committed to fulfill all obligations to its creditors.
3.6 Customers: The Company is determined to provide the utmost satisfaction and confidence to its
customers to ensure that its customers receive the finest products and services at reasonable prices.
Moreover, the Company will focus on adding more service businesses in order to meet with
“Corporate’s Mission” - that is to provide reliable, sustainable, and state-of-the-art business estates.
3.7 The Community and Society: The Company is deeply concerned for the social safety, environment
quality and society, and local community. The Company fully and continually supports local
community and social activities. Also the Company strictly complies with all regulations and objectives
behind regulations.
3.8 Environment: Amata Group has operated efficiency land development for industrial business, utilities,
and services to foreign investors and in the country that invest in Thailand. Meanwhile, it should
recognize in important of using natural resources as well as impact of environment and conserving
Page
064
Annual Report 2014
the community very seriously. Amata Group has intended to perform various under the dedicated
following:
1. Amata Group will comply with environmental law and regulation strictly.
2. Amata Group aims to prevent problems before the accidents occurred or at the scene shall not
affect the environment.
3. Zero waste discharge and then bring the treated water to utilize as much as possible.
4. Amata Group focuses on their energy and resource in the production process to be economical and
efficiency.
5. Amata Group will improve the performance of wastewater treatment systems, trap water
producing system, solid waste management system, general waste and reuse water system
to be better all the time.
6. Raising awareness of staff to help preservation the environment by using the slogan “Green and
Clean”.
7. To promote the environmental policy to all employees and anyone else who working with the Amata
Group and revealed to general public that the company has managed and preserved environment
with well-received ISO 14001 Certificate from TUV Anlagentechnik GmbH at the Amata Nakorn
Industrial Estate and Amata City Industrial Estate since 26 June, 2000.
Contacts for Stakeholders
The company welcomes useful and value-adding opinions from its stakeholders, which can be communicated
to the Board of Directors through the following channels:
• Sending an e-mail message to cs@amata.com
• Mailing a letter to: Board of Directors, Amata Corporation Public Company Limited 2126 Kromadit Bldg.,
New Petchburi Rd., Huaykwang , Bangkok 10310.
The Company Secretary will be responsible for receiving the letters and pass them on to a committee or relevant
Directors without passing through the company management for verification and investigation. Petitions on
financial and accounting reports, internal control, risk management and compliance to the law will be forwarded
to the Audit Committee. With regard to complaints or other sensitive issues, the company will protect the
informant and keep all opinions secret and will respond in a private manner within 15 days from the date of
receipt of such information.
4. Disclosure and Transparency
The company has a policy to disclose financial reports and other information related to its business and operating
performance to the public via different channels strictly in accordance with the requirements of the law and in
a thorough, transparent and timely fashion. The company discloses information to reflect its transparency as
follows:
4.1 Disclose both financial and non-financial information accurately, comprehensively, timely and
transparently.
Page
065
4.2 Prepare the report of the Board’s responsibility for financial statements and present it along with the
Audit Committee’s report in an annual report.
4.3 Require that all Directors and top executives disclose/report their securities trading to the Board of
Director’s meeting and disclose their securities holdings, both direct and indirect (spouse or minor
children), as well as the changes in securities holdings of the directors and top executives by reporting
the number of shares they held at the beginning of the year and at year-end together with the number
of those traded during the year in the Company’s annual report.
4.4 Disclose detailed information on the operation and investment structure in subsidiaries and associates.
4.5. Disclose the name and role of each of the members of the Board of Directors and all Committees, the
number of the meetings convened, and the number of attendances of each member.
4.6. Remuneration of the directors which must be approved from a meeting of the Shareholders. The detail
of remuneration is disclosed in the section Remuneration of Directors in this report.
4.7. Report from the Audit Committee. The Audit Committee is responsible for an evaluation of financial
statement and submits such a financial statement to the Board of Directors. The Company Management
is responsible for the financial statement of the company itself, and of the consolidated financial
statements of the company and its subsidiaries. These financial statements were prepared in accordance
with Thai Financial Reporting Standards and evaluated and certified by Ms. Siraporn Ouaanunkun, a
certified Public Accountant of EY Office Limited. All information, financial and non-financial, is disclosed
on the basis of total and consistent accuracy.
4.8. Disclose the policy on environmental and social responsibilities, including the operating results.
4.9. The Company accepts any inquiry from the public through its Investment Relation Office. In 2014, the
Company participated in conferences organized by several institutions. In addition, analysts, investors,
stakeholders and others who are interested in the company’s operation may make a company visit
upon appointment to gain further information on company’s operation and progress of projects.
Activities
Road show
Opportunity day
Company visit /conference call
Times
15
4
81
All of the information mentioned above was disclosed to the public via the Securities and Exchange Commission
or the Stock Exchange of Thailand, and the company’s website in both Thai and English languages.
5. The Responsibilities of the Board, Structure, and the Subcommittees Structure of
Board of Directors
The Board of Directors comprises of highly qualified and nationally well-known experts. The Board and the
Company Executives work in collaboration to decide upon company’s policies, short-term and long-term
implementation plans, risk management, and the company’s overall picture. The Board of Directors also has
an important role in independently supervising, monitoring, and evaluating an overall operation of the company
and the Company Executives in accordance with the company’s plans.
Page
066
Annual Report 2014
Currently the Board of Directors consists of seven directors. There are four Executive Directors as Directors of
the Board, and three Independent Directors (See detail on page 55). This structure complies with the company’s
guideline which is stricter than the Securities and Exchange Commission’s regulation.
Moreover, the Board of Directors appoints sub-committees to deal with particular issues and to report to the
Board of Directors for approval. Currently there are three sub-committees which are the Executive Committee,
the Audit Committee, and the Nomination & Remuneration Committee. The detail of each sub-committee’s
function is on page 70 to page 73.
The Board of Directors’ Authorization
The Board of Directors is empowered to authorize various matters in accordance with the scope of authority
stipulated by laws, the Company’s Articles of Association, the Board of Directors charter, and the shareholders’
meeting resolutions. Such matters include defining and reviewing corporate vision, operating strategies, operating
plans, risk management policy, annual budget and business plans. Added to this is the defining of the target
operating results, following up and assessing the operating results to ensure they are consistent with the plan.
Separation of the Roles of the Board of Directors and the Management
The Company clearly separates the responsibility between the Board of Directors and the Company Executives
(chief executive officer). The Board of Director is responsible in making the company’s policies and overseeing
the operation of the Company Executives. While Chief Executive Officer manages the company according to the
policies set forth by the Board. Thus, the Chairman and the Chief Executive Officer is not the same person.
Nomination of Directors
The Nomination & Remuneration Committee is responsible for nominating highly qualified candidates to the
Board of Directors to succeed directors whose terms have expired. The Board of Directors then nominates the
candidates to the shareholder meeting to be voted by the shareholders. The nomination must be based upon
a list of highly qualified candidates who are experts from various professions, have strong leadership, are
visionary and highly ethnical with clean records, and possess independent minds.
The Company does not have an age limit for the candidate or a limit on numbers of company he or she may
preside on the Board of Directors. The company believes that age and numbers of company that the committee
presides do not affect the committee’s competency and skills as long as such committees fully devote their
time and expertise to the company by making decisions and providing recommendations that meet the company’s
high expectations. In addition, the company does not set term limits because the company firmly believes in
the rights of the shareholders to consider the most qualified people to act on their behalf and to make the best
decisions to oversee their company. Only the appropriate tenure of the Audit Committee should not exceed 3
consecutive terms, except when a member of Audit Committee is deemed appropriate to serve for a longer
tenure. The Board of Directors will consider the independency and functional efficiency of such Director.
New Director Orientation
In carrying out his/her duties as part of the Board, a Director needs to understand the nature of the company’s
business operations, especially when the Director is first elected. The company will arrange for an orientation
to introduce the new Director to the overall nature of the company’s operations, impart him/her with information
Page
067
important and crucial to conducting his/her duties and guidelines for good corporate governance. The Company
Secretary is responsible for arrangement of the orientation.
Meeting of Board of Directors
It is an important duty of the Directors to regularly attend the meetings of Board of Directors to be informed
and to collectively make a decision upon the operation of the company. There must be at least five meetings
of Board of Directors a year. Each meeting must have a set of meeting agendas circulated to the Directors prior
to the meeting date. Special board meeting can be arranged for an urgent issue. Non Executive Directors may
convene among themselves to discuss current issues related to management without the participation of the
management and report the result of the meeting to the Chief Executive Officer.
The Chairman and the Chief Executive Officer work together to set the meeting’s agenda items and to consider
proposals and opinions of Directors to be included as meeting’s agenda items.
In 2014 there were five regular meetings of the Board of Directors. All meetings were set in advance. The
Company sent out all documents for the meeting to the Directors at least 5 working days in advance of the
meeting date with sufficient time to review the documents for the meeting.
At the meeting, the Chairman as the chair of the meeting ensures the free discussion on the agendas among
the directors. A resolution must be passed by the majority of the meeting attendance. Each director has one
vote. Any director that has a vested interest on the issue will not attend the meeting or will not vote on that
issue. The chairman of the board has an extra vote when there are an equal number of votes cast for a
resolution.
Company Executives may attend the meeting of the Board of Directors to inform the board relevant information
and to be informed by the meeting the company’s policies. However, to ensure the autonomy of the board in
making decision, the Company Executives and/or the Executive Directors as Directors of the Board may not be
allowed to attend such meetings.
When the meeting ends, the Secretary to the Board of Directors is responsible for preparing the meeting’s
minutes and sending it to the Chairman to certify with his signature for its accuracy. The minute will be circulated
to all directors and must be approved in the next meeting as the first agenda item. In the meeting, directors
may express their opinion to revise the minutes for more accuracy.
An approved minute will be classified as a confidential document and kept at the Company office. The approved
minute will also be kept with all meeting documents in electronic form for further enquiry and reference.
Evaluation of the Board of Directors’ Performance
The Board of Directors determines that their performance be evaluated once a year. Its members comes together
to jointly consider all issues and challenges and find ways to correct and improve them, so that they can perform
more efficiently.
In such evaluation, every Director evaluates the entire Board as a whole.
Page
068
Annual Report 2014
Director Development:
To improve effectiveness of all committees, the Company fully encourages members of the committees and
company executives to attend training programs that are beneficial to their assignments and to meet with
committees and company executives of other institutions. The programs range from training programs of other
companies, government regulatory agencies, and autonomous constitutional regulatory agencies such as
executive programs of the Thai Institute of Director Association that the Securities and Exchange Commission
requires that a director of a registered company must finish at least one program, i.e. Directors Certification
Program (DCP), Directors Accreditation Program (DAP) and Audit Committee Program (ACP). Therefore, to bring
the knowledge and experience to develop the company in the future.
To support the operation of the Board of Directors, the Company set up the secretary office to coordinate between
directors and executive directors. The secretary office also coordinates with the board on legal issues and
regulations, oversees activities of the board, and enforces the board’s resolution.
Remuneration for Directors and Company Executives
The Directors are remunerated in 3 parts namely monthly compensation, meeting fee (per time, only if attend)
and bonuses.
Monthly remuneration to be paid every month as follows:
Chairman 35,000 baht/ month
Vice-chairman 25,000 baht/month
Other Board members 20,000 baht/ month
Meeting attendance fee to be paid to directors attending the meeting each time as follows:
Chairman Vice-Chairman Other board member 50,000 baht/time
40,000 baht/time
30,000 baht/time
Annual Bonus to be paid every year at 1.2% of the dividend
The company has clearly and transparently defined policy on remuneration to its Directors, taking into
consideration the company’s operating performance and the Directors’ scope of duties and responsibilities
compared to the industry’s norms. Directors that are assigned additional duties and responsibilities in different
Committees receive additional compensations proto rata to their increased responsibilities.
Remuneration for member of audit committee:
Meeting attendance fee to be paid to members attending the meeting each time as follows:
Chairman Other board members 50,000 baht/time
30,000 baht/time
Remuneration for members of nomination & remuneration committee:
Meeting attendance fee to be paid to members attending the meeting each time as follows:
Chairman Other board members 50,000 baht/time
30,000 baht/time
Page
069
Initially the Nomination and Remuneration Committee will consider remunerations and propose to the Board
of Directors meeting for its consideration and to the Shareholders meeting for its approval.
Details of each Director’s monthly salary, meeting allowance, bonus, and remuneration as being in a
sub-committee which were approved by the Shareholder Meeting can be found in this report on page 57.
The Nomination and Remuneration Committee will decide upon the remuneration of the Company Senior
Executives based on each executive’s responsibility, individual performance, and the company’s performance.
Control of Information within the Company
The Company fully complies with the regulation of Securities and Exchange Commission and the Stock Exchange
of Thailand. The Board of Directors is deeply concerned with how to handle conflicts of interests among all
sides with principles of deliberation, fairness, and transparency. If a conflict of interest takes place, a resolution
must be made upon careful deliberation. Information of such conflict must be clearly disposed promptly to
protect the interests of the company.
The Company will protect the confidentiality of its customers and shareholders, and maintain the customer’s
trust. The Company keeps all of business confidentiality of its customers as confidential and will not disclose
any customer’s information without the customer’s permission. The Company set up a guideline and regulations
to prevent the misuse of electronic information and data to ensure confidentiality of the customers and
shareholders and the best use of electronic communication within the firm that helps the Company reduces
the cost and enhances its productivity. All misuse of information, including the misuses of information against
the laws, inappropriate uses, uses against Business Code of Conducts, and unauthorized uses of information
will result in severe penalty in accordance with the Company’s regulation. The Company also prohibited any
transaction of the Company’s securities during the Blackout Period. Such prohibition not only protects the rights
of the shareholders but also prevents conflicts of interests. Furthermore, the Company hired Thailand Securities
Deposit Co., Ltd. to make a monthly list of Shareholders.
To prevent conflicts of interests in the organization, the Company has a clear and transparent structure without
an existence of any kind of shareholders agreement or legal syndication agreement among its shareholders.
Moreover, to prevent any interference of responsibility among the staff, the Company has a clear separation of
responsibility between the Board of Directors, Management Office, and Shareholders. A Director or Company
Executive who has any vested interests with an agenda item in the meeting will not attend the meeting or will
not vote to ensure the fairness of the decision of the Board of Directors and/or Company Executive and to ensure
the best interests of the Shareholders.
The Company clearly discloses in its Annual Report structure of shareholding and numbers of common shares
owed by the Board of Directors.
The Company Secretary
The Board resolved to appoint Mrs. Varaporn Vatcharanukroh as the Company Secretary to provide support in
the preparation of meeting agendas and convening notices and the oversight and organization of Board of
Directors meetings, the Sub-Committees’ meetings, and Shareholders meetings. The Company Secretary also
Page
070
Annual Report 2014
prepares the minutes of Board of Directors meetings, the Sub-Committees’ meetings, shareholders meetings
and annual reports as well as maintains proper filing of documents as required by the laws and counsels the
Board of Directors on carrying out its duties in compliance with the relevant laws, rules and regulations. The
Company Secretary also ensures that the Board of Directors and the company disclose information accurately,
completely and transparently. The appointed Company Secretary is deemed by the Board of Directors to be
qualified, knowledgeable and able to carry out the duties of a company secretary.
Policies and Procedures for Senior Executives in Taking up Directorships in Other Companies
In considering nominating its senior executives for directorships in its subsidiary or affiliate companies or other
companies, the company focuses on their knowledge, abilities and qualifications. Information about each
individual senior executive’s taking up of directorships in other companies is disclosed in the annual report and
Form 56-1.
Board of Directors
The company management structure consists of four committees: The Board of Directors, The Executive Board,
The Audit Committee and The Nomination & Remuneration Committee.
Responsibilities of each Committee
The Board of Directors
The scope of power, duties, and responsibilities of the Board of Directors are as follows:
1. To have a clear understanding of the vision, goals, and strategies in the operation of the Company in
order to perform their duties in accordance with the laws, objectives, articles of association of the
Company, the resolutions of Board of Directors, and the resolutions of the shareholders’ meeting with
responsibility, diligence and honesty;
2. To determine the details and approve the vision, business strategies, direction of the business, business
policy, goals, procedures, operation plan, and the budgets of the Company and its subsidiaries as
prepared by the Chief Executive Officer (“CEO”) and the management department;
3. To supervise the management and performance of the CEO, the management department, or any
persons authorized to perform such duties in order to comply with the policies stipulated by the Board
of Directors;
4. To continuously monitor the performance of the Company in order to comply with the operation plan
and the budgets of the Company;
5. To procure the Company and its subsidiaries to use an appropriate and effective accounting systems,
and to provide an internal control system and internal audit system;
6. To provide financial statements at the end of each fiscal year of the Company and to sign to certify
such financial statements in order for their being proposed to the shareholders for approval in the
Annual General Meeting;
Page
071
7. To consider and approve the selection and appointment of auditor(s) and consider appropriate
remuneration as proposed by the Audit Committee prior to the proposal to the shareholders for
approval in the Annual General Meeting;
8. To provide written policy about good corporate governance and to effectively apply such policy in
order to ensure that the Company fulfills responsibility to all relevant parties with fairness;
9. To consider and approve the appointment of persons who are qualified, and are not prohibited under
the Public Companies Limited Act B.E. 2535 (1992) (as amended from time to time), the Securities
Exchange Act B.E. 2535 (1992) (as amended from time to time), and the relevant notifications and/or
regulations in the case that a directorship becomes vacant due to other reasons apart from retirement
by rotation. In addition, to consider and approve the appointment of directors to replace directors who
retire by rotation, and to determine the remuneration as proposed by the Nomination & Remuneration
Committee prior to the proposal to the shareholders’ meeting for approval;
10. To appoint sub-committees such as the Audit Committee, the Executive Committee, the Nomination
and Remuneration Committee, or any other sub-committees, and to determine the powers and duties
of such sub-committees to help and support the performance of duties of the Board of Directors;
11. To appoint Executives and Company Secretary, and to determine the remuneration of such Executives;
12. To seek professional opinions from the external organizations when necessary for appropriate
decisions;
13. To encourage the Directors and Executives to attend various seminars of the Thai Institute of Directors
related to the duties and responsibilities of the Directors and Executives;
In this regard, the assignment of powers, duties, and responsibilities of the Board of Directors shall not be
granted or sub-granted which causes the Board of Directors or the attorney to approve transactions in which
the Board of Directors, or the attorney, or any person who may have any conflict of interest (as defined in the
Notification of the Securities and Exchange Commission Thailand and the Notification of the Capital Market
Supervisory Board), may have interest, or receive any benefits, or any other conflict of interests with the Company
or its subsidiaries, except where the approval of such transaction is consistent with policies and rules approved
by the shareholders’ meeting or the Board of Directors.
The Executive Board
The Executive Board shall have duties and responsibilities on the following matters:
1. Raw land procurement for the implementation of the industrial estate business
2. Acquisition of assets (excluding raw land in No.1) worth not more than 10 million baht for use of the
Company.
3. Registration of transferring, leasing, mortgaging and subdividing of land title deeds, application for
licenses, permits, and other official amendments etc. with the authorities concerned in relation to
operation of the company’s business.
4. Opening new bank accounts, making money deposits with financial institutes other than existing
banks/ financial institutes on regular transactions, securing new loans, giving loans to third parties.
5. Providing loan guarantees for subsidiary companies at a total limit of 1 billion baht.
Page
072
Annual Report 2014
6. Securing a new loan of up to 500 million baht per time to be used for business operation of the
company.
The Audit Committee
The Audit Committee of the Company has the scope of duties and responsibilities, and shall report to the Board
of Directors, to:
1. Oversee the reporting process of the financial information that it should be correct and sufficient.
2. Oversee to ensure that the Company has a suitable and effective internal control and internal audit
systems, to ensure the independence of the internal audit department. The audit committee shall
approve any selection, rotation or termination of the department heads of the internal audit department
or any other departments responsible for the internal audit system of the Company.
3. Ensure that the Company follows all the SEC’s and SET’s laws and regulations and other laws and
regulations relevant to the Company’s business.
4. Consider, discharge, select, and recommend the Company’s auditor and its remuneration. Have a
meeting with the external auditor once a year, without the management team being present.
5. Ensure that the firm complies all related rules when there is a connected transaction or transaction
that may lead with conflict of interests.
6. Ensure full coverage of the audit committee’s monitoring activities. The report must be signed by the
Chairman of Audit Committee, Mr. Anucha Sihanatkathakul who has strong financial experience, and
disclosed in the annual report. The report should include the following:
-
Comment on accurateness, completeness and credibility of the Company’s financial report
-
Comment on an adequacy of the firm’s internal control system
-
Comment on the Company’s compliance with SEC’s and SET’s laws and regulation and other laws
relevant to the Company’s business
-
Comment on suitability of the external auditor
-
Comment on transactions that may cause conflicts of interest
-
Number of meetings of the audit committee, and attendance of each member
-
Comment on other concerns that have arisen as the audit committee performed its duties as defined
in committee’s charter.
-
Any other transactions that all shareholders and general investors should know under the scope of
duties and responsibilities of the audit committee assigned by the Board
7. Anything else as assigned by the Board and has been approved by the audit committee.
The Nomination & Remuneration Committee
Their scope of authority and responsibility is as follows:
1. To produce a plan of succession and a means whereby to replace directors whose terms have expired.
2. To consider candidates to succeed directors whose terms have expired and propose their names for
deliberation by the Board of Directors and approval by a meeting of shareholders.
Page
073
3. To prepare plans of succession for the CEO and other senior executives and propose them to the Board
of Directors for consideration.
4. To propose methods to evaluate the performance of directors and the Board of Directors and monitor
the results of such evaluations.
5. To propose guidelines and methods of payment of remuneration, including bonus and attendance fee,
to the Board of Directors and the Subcommittees appointed by the Board.
6. To propose policy on management incentives, including salary and bonus, in line with the company’s
operating results and the performance of each executive, and whenever it deems appropriate, the
committee shall consider the hiring of consulting firms to advise on project implementation.
7. Prior to the submission of the CEO’s remuneration for the Board of Directors’ approval, the Remuneration
committee shall assess the president’s performance on an annual basis.
8. Prior to the submission of top executives’ remuneration for the Board of Directors’ approval, the
Remuneration Committee shall assess the performance of each individual executive on an annual
basis, based on the CEO’s recommendations.
9. Consider, before presenting to the Board of Directors, the budget for the salary increase, change of
wage/remuneration and bonus of senior executives.
10. Regularity review, study and track the changes and trends in remuneration for the Board of Directors
and the executives and report its findings to the Board for approval.
11. Consider the annual remuneration for the Board of Directors and executives, as compared to the
remuneration offered by other listed companies operating in the same business, to ensure that AMATA
retains its leadership in that industry and to motivate them to foster the continuing development of
the company.
12. Regularly make a progress report on the results of performance and submit it to the Board of Directors
after the meetings of the Nomination & Remuneration Committee.
13. Assess the Remuneration Committee’s performance and report the results to the Board of Directors.
14. Should there be any alterations to the Charter, the Nomination & Remuneration Committee shall
review and recommend appropriate improvements, revisions to the Board of Directors for its resolution
in keeping it up-to-date and applicable.
15. Perform other duties as assigned by the Board of Directors.
Appointment of Directors and Executive Directors
Nomination and Remuneration committee will consider the nomination of directors. Independent directors must
be independent from the major shareholder, the management and the related persons of the company, with
the following characteristics:
1. Holds not more than 1% of the total outstanding voting shares of the company, the company’s major
shareholder, a subsidiary or an associate or in any juristic person with a conflict of interests,
including shares held by a person related to independent director.
2. Is neither a director that has a management authority nor an employee, staff, advisor on retainer,
authority figures of the company, the company’s major shareholder, a subsidiary, an associate, a
Page
074
Annual Report 2014
subsidiary of the same tier (brother company), or any juristic person with a conflict of interests, both
in the present and at least two years prior to taking the independent directorship.
3. Is not involved in the following business relationship with the company, the company’s major
shareholder, a subsidiary, an associate, or any juristic person with conflict of interests in a nature
which may obstruct his independent judgment, both in the present and at least two years prior to
taking the independent directorship.
3.1
Is neither an auditor nor major shareholder, non-independent director, management, and the
managing partner of the company’s audit firm.
3.2 Is neither professional service provider such as legal or financial advisor nor asset appraiser,
whose service fee exceed 2 Million Baht per year, for the company, the company’s major
shareholder, a subsidiary, an associate, or any juristic person with a conflict of interests and
is neither major shareholder, non-independent director, management nor the managing
partner of the such service providing firm.
3.3 Received no benefit directly or indirectly from business transactions namely, normal trading
activities, rent or lease of property, transactions related to assets or services nor provide
financial support to the company, the company’s major shareholder, a subsidiary, an associate,
amounting to 20 Million Baht or equivalent to 3% of the tangible assets of the company,
whichever is lower. The term is applicable to all transactions occurred within one year prior
to the date of business relationship and the independent director must not be major
shareholder, non-independent director, management nor the managing partner of such firms.
4. No relationship by blood or legal registration, in a nature that makes the independent director a
parent, spouse, brothers and sisters, children nor spouse of children of management, major
shareholders, authority figures or nominees for management and authority figures of the company
or a subsidiary.
5. Is not appointed as a representative of the company’s director, major shareholders or shareholders
who are related to the major shareholders of the company.
6. not undertaking any business in the same nature and in competition to the business of the applicant
or its subsidiary company or not being a significant partner in a partnership or being an executive
director, employee, staff, advisor who receives salary or holding shares exceeding one percent of the
total number of shares with voting rights of other company which undertakes business in the same
nature and in competition to the business of the applicant or its subsidiary company.
7. Can look after the interests of all shareholders equally.
8. Can prevent conflicts of interest.
9. Manage to attend the Board meetings and make independent decisions.
10. Is not a person whom SET has determined inappropriate to serve as an executive, according to SET
regulations.
11. Has never been convicted of violating Security or Stock Exchange laws, nor laws governing the
investment business, securities brokering, or credit fonciers, or commercial banking laws, or life or
general insurance laws, or money laundering laws, or any other law of a similar nature, whether Thai
Page
075
or foreign, and is guilty of wrongful acts relating to trading in shares or the perpetration of deceptions,
embezzlement, or corruption.
12. No other impediments or impairments to express independent opinions concerning the operations of
the company.
13. If qualified for the item 1-12, the independent director may be assigned by the Board of Directors to
make decisions relating to business operations of the company, the company’s major shareholder,
a subsidiary, an associate, a subsidiary of the same tier (brother company) or any juristic person with
a conflict of interests, on the basis of collective decision, whereby such actions are not deemed
partaking of management.
Nomination and Remuneration committee will consider the nomination of directors to replace directors who
will be terminated and present to the Board of Director and shareholder’s meeting for approval. The number of
directors shall be set by a general meeting, Directors may be withdrawn with the consensus of those present
at the general shareholders meeting. The consensus must have at least 3/4 the number of shareholders who
attend the meeting and have the right to vote. In addition, the number of shares must not be less than half the
number of shares present and eligible to be voted.
If a directorship is or becomes vacant for any reason, except term expiration, the Nomination Committee can
select any qualified candidate in the next board meeting, provided the term is not longer than two months, The
selected director has his or her own term equal to the term of the director whom he or she replaces or represents.
The consensus must be at least 3/4 of the remaining directors.
If the term of any director expires for any reason, the appointment of a new director will be decided by the
meeting of shareholders. In this regard, the meeting of shareholders must consider and abide by the following
regulation by the screening consideration of the nomination and remuneration committee :1. Each shareholder has only one vote per one share
2. Each shareholder must use all his or her votes (shares) as stipulated in clause I to elect one candidate
or many to become director. In addition, he or she shall not split his or her voting right between or
among candidates for a single directorship.
3. The persons elected to be the director must have the highest tally descending order. In case of equality
of vote, the Chairman shall cast the deciding vote.
The Nomination and Remuneration Committee also prepare the company’s succession plans covering the
positions of Chief Executive Officer, Chief Operating Officer, Chief Business Development Officer, Chief Financial
Officer and Chief Marketing Officer. To ensure that the company will always have knowledgeable and capable
management, candidates are selected, developed and trained to be ready for future appointments for such
positions.
Control of the Company and its subsidiary companies
Investment policy
The Company has the policy to invest in the following business activities :Amata Corporation Public Company Limited
Page
076
Annual Report 2014
1. The Company will use our assets as an equity in a joint venture company ; i.e, using the land as an
equity in a joint venture company.
2. The Company will invest in service businesses which will support activities and/or manufacturing of
customers in Amata industrial estates.
3. The Company will seek for business partners who are expertises in the business they are doing. The
Company will also seek for reputable partners with good management team, good image, and good
and reliable background.
Control of the companies we are investing in
1. The Company will send an executive who iscapable in that particular business to act as a director in
a joint venture company (the number of directors from the Company will match with the share holding
ratio in a joint venture company or under the agreement we have with a joint venture company.
2. Monitor the operating performance of the joint venture company under good and fair price policy. In
the event there are complaints from the customers, the Company will examine and remedy the
complaints the soonest.
3. The staff of the Company will coordinate with the staff of a joint venture company in order to provide
them with good support.
4. In case there are any problems, the executives of the Company will consult with the executives of a
joint venture company to find good solutions.
Internal Information Management
The company sets the regulation to prevent Insider Trading by a member of Executive Committee and staff
(including spouse and minor) who have access to information, as follows:
1 The Company prohibits a member of Executive Committee and staff (including spouse and minor)
who have access to information to buy or sell the company’s securities within two weeks prior to the
disclosure of the three-month financial statement and the annual financial statement. The prohibition
extends to the Blackout Period (24 hours after the financial statement disclosure).
2 Any committee and staff who have access to non-public information which may affect the price of
the company’s securities shall be prohibited to trade the company’s securities not until 24 hours after
such information is disclosed to the public. The Company also prohibits its executives and departments
to disclose any nonpublic information to person outside company or person who is not in charge to
prevent the misuse of such information.
3 Board of director and executive, including spouses and minors who change an amount of his or her
Page
077
share holding must report to the Securities and Exchange Commission of Thailand within three days
of the transaction date, in accordance with Section 59 of the Securities and Stock Exchange Act 1990.
Remuneration for the Auditor
1. Audit fee
The company and its subsidiaries have paid audit fee to following auditors:
-
An auditor for the past year audit for Baht 0.-
-
An office where the company auditor engaged or personnel involved in the past year audit for Baht
5,731,768.54
2. Non- Audit fee
The company and its subsidiaries have paid service fees in connection with preparing the consolidated
financial statement and cash flow statement, and translating the financial statement, to:
-
An auditor for the past year services for Baht 0.- and payable for continuing services for current year
for Baht 0.-.
-
An office where the company auditor engaged or personnel involved in the past year service for
Baht 342,400.00 and payable for continuing service for Baht 0.-
The
Contributions
We are building integrated
and sustainable cities with
eco-friendly infrastructure
together with sound social
and environmental policies.
Page
079
Corporate
Social Responsibilities
The sustainability report and its data is prepared in accordance with GRI version G4. You can find information
on Amata’s Sustainability Report at www.amata.com.
POLICY AGAINST FRAUD AND CORRUPTION
On November 25, 2014, The company stated its position on the “Collective Action Coalition” on anti-corruption
practices, a collaboration jointly undertaken by the Thai Institute of Directors Association (IOD), the Thai Chamber
of Commerce, the Joint Foreign Chambers of Commerce in Thailand, the Thai Listed Companies Association,
the Thai Bankers Association, The Federation of Thai Capital Market Organizations and the Federation of Thai
Industries .
The company is undertaking studies and preparing anti-corruption measures to ensure compatibility with IOD’s
certification process.
Page
080
Annual Report 2014
Risk Management
Internal Control and Audit Systems
The company values appropriate and sufficient internal control system. It has put in place an internal control
system that is comprehensive from both financial and operational standpoints. Roles, duties and authorities
are defined in accordance with the laws and the company’s regulations. For the internal control system to be
efficient and independent and free from interference, the company has appointed Porama Consultant Co., Ltd.,
led by Mrs. Pemika Sangsanor (Master of Business Administration Professional Program, Assumption University,
with more than 8 years internal audit experience) for its outsourced internal auditor. The internal auditor audits
the operations of all units and reports the results directly to the Audit Committee and the Chief Executive Officer,
so that the management is able to deal with problems in time. The internal auditor must be evaluated by the
Audit Committee as well. The secretary of the audit committee will be operated as an administrator and liaison
between Porama Consultant Co., Ltd., and the audit committee.
The audit committee has meeting with the external auditor and Porama Consultants Co., Ltd., to know the
weakness of the internal control system and has reported to the committee about the appropriateness and
adequate of internal controls. In 2014, the audit committee has reported to the Board of Directors about the
inspection in the Board of Directors Meeting No. 2/2015 on February 17, 2015 that the company and its subsidiaries
has efficiency internal control systems to be able to protect the assets of the company and its subsidiaries
which arising from its illegal use. In the fiscal year ended December 31, 2014 the Audit committee found no
such an action.
Risk Management
The Company has formed a Risk Management Team consisting of managements of the company and its
subsidiaries. They regularly meet to assess the overall risks facing the entire organization, both from internal
and external factors. They analyze all risk factors, the probability of occurrence and the levels of impacts. They
jointly devise risk mitigation measures and specify the parties responsible for such mitigations. The Risk
Management Team will monitor the risks as planned with collaborations and coordination from the various
departments and report the results to the Audit Committee. The Audit Committee will evaluate the efficiency
of the risk management effort and report the results to the Board of Directors at least once a year to help identify
weaknesses and enhance the efficiency of the policy.
Page
081
Related Party
Transactions
The Board of Directors has observed with care transactions with conflicts of interest and connected transactions
by setting policies, regulations and guidelines for practices in compliance with related laws, company’s
regulations, and regulations of SEC, SET and good corporate governance. Anyone having interest in any
transactions with the company or having any connected transactions shall notify the company without delay.
These persons shall not allow to make decision and will have no authority to approve such transactions. That
means transactions shall be approved by disinterested persons. The decision-making process shall be transparent,
for the firm’s best interests and on an arm’s length basis, open and accompanied by sufficient disclosure of
information as shown in the remarks of financial statement ended December 31, 2014 - Item No. 6
Page
082
Annual Report 2014
Key Financeial
Ratio
Financial summary: Amata Corporation PCL. and its subsidiary companies
Company Limited
Company Limited
and its subsidiaries
As at 31 As at 31 As at 31 As at 31
As at 31
As at 31
December December December December December December
2014
2013
2012
2014
2013
2012
Key Financial Ratios
Liquidity Ratio
Current Ratio
(Times)
2.58
1.09
1.10
2.48
1.50
1.47
Quick Ratio
(Times)
0.11
0.09
0.07
0.55
0.43
0.37
Cash Flow Liquidity
(Times)
0.74
0.15
0.26
0.58
0.48
0.56
Accounts Receivable Turnover (Times)
27.11
20.41
50.54
17.84
18.56
23.24
Average Collection Period
(Days)
13.46
17.89
7.22
20.46
19.66
15.71
Inventory Turnover
(Times)
0.30
0.24
0.21
0.31
0.39
0.29
Average Inventory Turnover
Period
(Days)
1,211.89
1,491.14
1,712.56
1,164.25
926.55
1,267.79
Accounts Payable Turnover
(Times)
8.57
6.67
6.26
3.95
3.93
3.39
Payment Period
(Days)
42.59
54.69
58.32
92.48
92.85
107.59
Cash Cycle
(Days)
1,182.76
1,454.34
1,661.46
1,092.23
853.36
1,175.90
Profitability Ratio
Gross Profit Margin
(%)
64.20
61.19
62.18
51.76
47.97
50.20
Operating Profit Margin
(%)
53.19
39.44
37.79
30.07
21.15
26.75
Cash Flow from Operating
Activities Margin
(%)
110.10
62.17
124.53
111.98
146.98
183.59
Key Financeial Ratio
083
Page
Company Limited
Company Limited
As at 31 As at 31 As at 31 As at 31
As at 31
As at 31
December December December December December December
2014
2013
2012
2014
2013
2012
Key Financial Ratios
Net Profit Margin
(%)
45.98
30.35
31.16
29.15
20.19
24.65
Return on Equity (ROE)
(%)
35.48
20.68
18.26
24.13
19.31
21.79
(%)
15.81
7.40
6.59
10.03
7.01
7.73
(Times)
0.34
0.24
0.21
0.34
0.35
0.31
Debt to Equity
(Times)
0.89
1.70
1.90
0.81
1.18
1.36
Interest Coverage
(Times)
9.41
3.48
4.24
9.94
10.13
10.24
Cash Flow Adequacy
(Cash Basis)
(Times)
1.01
0.25
0.29
0.73
0.68
0.55
(%)
39.21
57.59
76.60
33.57
35.23
39.10
Efficiency Ratio
Return on Assets (ROA)
Assets Turnover
Financial Policy Ratio
Dividend Payout
Page
084
Annual Report 2014
MANAGEMENT
DISCUSSION AND
ANALYSIS FOR YEAR 2014
ECONOMIC AND INDUSTRIAL ESTATES
Amidst the political uncertainty in Thailand at the beginning of the year, foreign direct investment has been
slow down. After the coup in May 2014, in second half of Y2014 the political situation improved restoring the
investment sentiments of consumption and industrial sectors. It was a positive sign of recovery of economic
activities after many investment projects have been approved by the Board of Investment in Y2014. For Amata
Corporation, the Company has adopted a diversification strategy by investing in neighboring countries such as
Vietnam and Myanmar.
Going forward to the year 2015, Thai economy will continue its slow recovery. The key factors that could help
speeding up the foreign direct investment are the clarity and sustainability on government policy and investment
on infrastructure projects.
REVENUE ANALYSIS
7,506.1
7,630.1
2013
2014
2012
3,923.5
2011
3,178.5
2010
2009 2,230.1
2008
revenue
4,061.3
6,090.0
Amata Corporation Public Company Limited and its subsidiaries has total revenue for Y2014 amount of Baht
7,630 million, it can be summarized as follow:
MANAGEMENT DISCUSSION AND ANALYSIS FOR YEAR 2014
Page
085
A) Revenue from real estate sales
For Y2014, Sales of Land was Baht 5,348 million, or an increase of Baht 5 million or equivalent to 0.1% growth
comparing to Y2013 of Baht 5,343 million. The contribution of such growth in terms of value, where 57% was
from the Company; 32% was from one of its subsidiaries (Amata City Co., Ltd.) and 11% was from other
subsidiaries. Industrial Estate Land Sales for Y2014 were 1,417 rai compared with 1,791 rai for the same period
of Y 2013, representing a 20.8% decrease.
B) Revenue from Others
Revenue
REVENUES FROM UTILITY SERVICE
REVENUES FROM RENTAL
REVENUE FROM RIGHT OF WAY
INTEREST INCOME
OTHER INCOME
TOTAL
Year 2014
Year 2013
Change
%
1,359.20
688.01
10.88
90.16
134.25
2,282.50
1,253.48
568.07
97.82
96.29
147.73
2,163.39
105.72
119.94
(86.94)
(6.13)
(13.48)
119.11
8.43
21.11
(88.88)
(6.37)
(9.12)
5.51
The table above has shown an increase of income of the Company and its subsidiaries as follows:1. The increase of income from utility services by 8.43%, where 7.80% was coming from water business and
0.63% from facility services. For the growth in water business reflecting a higher demand in the volume
of raw water and waste water treatment supply from the increase of number of industrial estate
customers.
2. The continuous growth in the rental income of ready built factories at 21.11% due to higher demand in
ready built factories from different industry sectors in Thailand and Vietnam.
ANALYSIS OF GROSS PROFIT
Revenue from real estate
sales
Revenue from utility
services
Revenue from rental
Total
Year 2014
Revenue Gross profit
%
Revenue
Year 2013
Gross profit
Change
%
In Points
5,347.58
3,156.35
59.02%
5,342.70
2,844.93
53.25%
5.77
1,359.20
688.01
7,394.79
221.85
449.17
3,827.37
16.32%
65.29%
51.76%
1,253.48
568.07
7,164.25
206.10
385.76
3,436.79
16.44%
67.91%
47.97%
(0.12)
(2.62)
3.79
In Y2014, the Gross Profit was Baht 3,827 million, a 11.36% increase from the same period of last year. The Gross
Profit margin improved to 51.76%. The main contribution was coming from the gross profit of sales of land
where it has reached 59.02%, or +5.77 points as compared to Y2013. This was due to the mix effect of higher
sales price from Amata Corporation PCL with higher gross profit margin.
Page
086
Annual Report 2014
ANALYSIS OF ALL EXPENSES
Expenses
Selling expenses
Administrative expenses
Finance cost
Income tax expenses
Total
Year 2014
358.63
660.56
359.77
350.18
1,729.14
Year 2013
426.62
814.33
349.85
358.80
1,949.60
Change
(67.99)
(153.77)
9.92
(8.62)
(220.46)
%
(15.94)
(18.88)
2.84
(2.40)
(11.31)
1. Selling expenses for Y2014 have decreased by Baht 67.99 million. The decreased was mainly coming from
marketing and promotion expenses.
2. The decreased of Administration expenses by Baht 153.77 million where mainly due to the saving of
maintenance expenses, personnel expenses, cost incurred for the flood protection spent.
3. Finance cost increased from prior year because of increasing in average short-term and long-term
borrowings during the year.
4. The slight decrease in income tax expenses of the Company and its subsidiaries by Baht 8.62 million as
compared to Y2013, mainly from income from transfer of land sale to customers and other non-BOI income.
FINANCIAL ANALYSIS
%
Year 2014
Year 2013
Change
Total assets
22,136.79
22,203.24
(66.45)
(0.30)
Total liabilities
9,921.72
12,215.07
12,011.74
10,191.50
(2,090.02)
2,023.57
(17.40)
19.86
1. Total assets were almost the same position as compared to last year.
2. Total liabilities have been reduced by Baht 2,090.02 million as compared to last year, mainly due to the
decrease in deposits and advances received from customers, and other payable.
3. For Y2014, Amata Group had long-term loans from banks amounting to Baht 6,495 million (Baht 4,197
million from Amata Corporation PCL and Baht 2,298 million from other subsidiaries), including the current
borrowings portion was amounting to Baht 1,747 million. As at 31 December 2014, the Company’s longterm loans from banks comprise credit facilities totaling Baht 5,485 million (2013: Baht 4,585 million) under
numerous agreements. Most of these loans carried interest at MLR minus certain rate, as stipulated in the
agreement. The loan principle is to be paid in quarter and interest is to be paid in every month. Full
settlement of these loans is to be made within October 2015 to November 2018 (2013: October 2015 to
November 2018). The main purpose of the loan is for land purchase and development cost around Amata
industrial estates.
MANAGEMENT DISCUSSION AND ANALYSIS FOR YEAR 2014
Page
087
ANALYSIS OF TRADE AND OTHER RECEIVABLES
As at 31 December 2014, the Company and its subsidiaries have a total trade and other receivables amounting
to Baht 336 million, from trade and other receivables-unrelated parties amounting to Baht 289 million and other
receivables-related parties amounting to Baht 47 million, age of receivables as follow:
•
•
•
•
•
Not yet due amounting to Baht 155 million
Past due up to 3 months amounting to Baht 15 million
Past due longer than 3 to 9 months amounting to Baht 2 million
Past due longer than 9 to 12 months amounting to Baht 2 million
Past due over 12 months amounting to Baht 10 million
For the unrelated party debts of Baht 289 million in Y2014, the Company has made a provision of debts amounting
to Baht 15 million. As the Company has a good policy and the protective measure on this debt collection, there
will be no bad debt.
ANALYSIS OF CASH FLOWS
Change
%
Year 2014
Year 2013
Cash and cash equivalents at the beginning of period
1,129.34
1,784.18
(654.84)
(36.70)
Net cash flows from operating activities
2,866.76
2,834.59
32.17
1.13
(1,576.86)
(3,084.77)
1,507.91
(48.88)
Cash flows used in financing activities
(787.63)
258.09
(1,045.72)
(405.18)
Dividend paid to the shareholders
(590.73)
(702.42)
111.69
(15.90)
Net decrease in cash and cash equivalents
Cash and cash equivalents at the end of period
(108.02)
1,021.32
(654.84)
1,129.34
546.82
(108.02)
(83.50)
(9.56)
Net cash flows used in investing activities
1. The cash in from operating activities was mainly coming from the collection of accounts receivable offset
cash outflows by reduction in deposits and advances from customers.
2. Significant cash inflows from investing activities, mainly were the lower of acquisition of land waiting for
future development than last year, decrease deposits at bank, decrease in deposit for purchase of land.
3. During the year, Amata Group has repaid Baht 1,873 million of loans and interest expenses, received Baht
1,595 million baht of additional long-term loans for the expansion of new ready built factories and
improvement of the existing water treatment plant, and paid dividend Baht 591 million.
Page
088
Annual Report 2014
FINANCIAL RATIO ANALYSIS
Year 2014
Year 2013
Change
Favorable /
Unfavorable
Net profit margin (%)
29.15
20.19
8.96
Favorable
Return on equity (%)
24.13
19.31
4.82
Favorable
Return on total assets (%)
Debt to equity ratio (time)
10.03
7.01
3.02
Favorable
0.81
1.18
-0.37
Favorable
* Return on equity (%) =
Net profit attributable to Equity holders of the Company*100
Equity holders of the Company (average)
* * Return on total assets (%) = Net profit attributable to Equity holders of the Company*100
Total assets (average)
As at 31 December 2014, the Company and its subsidiaries have contributed a net profit of Baht 2,223.97 million
compared with the same period of last year, a favorable increase of Baht 708.39 million or equivalent to 46.74%
growth.
The decrease in debt to equity ratio is mainly from the reduction in deposit received from customer and increasing
in shareholders’ equity due to profit during the year.
Net debt to equity ratio (Gearing ratio) was 0.59 to 1 at year end 2014 and was 0.75 to 1 at year end 2013, lower
than other companies in the same industry. With a lower net debt to equity ratio reflected a strong funding
structure with flexibility.
OTHERS
Changes in investments during the year
• On 16 January 2014, a meeting of the Company’s Board of Directors passed a resolution approving the
establishment of Amata Summit REIT Management Co., Ltd. to be the REIT Manager, Amata Summit Ready
Built Company Limited, invested in all 100,000 ordinary shares, with a par value of Baht 100 each, of this
company. And in principle whereby Amata Summit Ready Built Co., Ltd., will enter into the sale and lease
transactions of investment properties with a trustee who acting on behalf of and for the benefit of the REIT.
The transactions have approximate value not more than Baht 4,750 million (the final selling price will be
mutually agreed between the contractual parties).
• During Q4’ Y2014, Amata City Co., Ltd. had additional investments in Amata B.Grimm Power (Rayong) 1
Limited and Amata B.Grimm Power (Rayong) 2 Limited of Baht 3 million and Baht 8 million, respectively.
The Company shareholdings in these companies are unchanged.
• As at 31 December 2014, Amata Summit Ready Built Co., Ltd. has pledged its investment properties
amounting to Baht 2,662 million (2013: Baht 1,709 million) as collateral against its long-term loans as
described in the Note 18 to the financial statements.
Page
089
Report of The Audit
Committee
To: The shareholders of Amata Corporation Public Company Limited
In the year 2014, the Board of Directors of Amata Corporation Public Company Limited appointed an Audit
Committee comprising of three independent directors, who were qualified according to the Regulation and Best
Practice Guidelines for Audit Committee of the Stock Exchange of Thailand. At present, the Audit Committee of
the Company comprising of Mr. Anucha Sihanatkathakul, Audit Committee Chairman, Mr. Noppun Muangkote
and Assoc. Prof. Dr. Somchet Thinaphong, AuditCommittee Members, with Mrs. Varaporn Vatcharanukroh served
as the secretary of the Audit Committee.
The Audit Committee fulfilled the responsibility according to the scope, duties and responsibilities assigned by
the Board of Directors that complied with the Regulation of the Stock Exchange of Thailand. There were 5 Audit
Committee meetings in the financial year of 2014 and 1 Audit Committee meetings in 2015 until the reporting
date, totally 6 Audit Committee meetings. Mr. Anucha Sihanatkathakul, Mr. Noppun Muangkote and Assoc. Prof.
Dr. Somchet Thinaphong attended every meeting with management executives, external auditors and internal
auditors when appropriate, pertaining to the following issues:
1. Review the interim and annual financial statements of 2014, by questioning and listening to the management
and the external auditor clarifications, concerning the correctness and completeness of the financial
statements and the adequacy of information disclosure, and acknowledged the financial audit plan of the
external auditors for the year 2014. The Audit Committee agreed with the external auditors that the financial
statements were correct adhering to the Thai Financial Reporting Standards.
2. Review the operation information and the internal control system, to evaluate the sufficiency, appropriateness
and effectiveness of the internal control system to reach the specified objective, by reviewing the internal
control system together with the external and internal auditors. The existing internal control
system is found no weakness or significant deficiency, appropriate asset safeguarding, correct, complete
and reliable information disclosure. In addition, the Audit Committee evaluated the internal control system
complying with the Practice of the Securities and Exchange Commission. The external and internal
auditors and Audit Committee had opinion that the Company had good internal control system and the
system to monitor the operation of its subsidiaries that was adequate, appropriate and efficient.
Page
090
Annual Report 2014
3. Review the internal audit, by considered the mission, scope of work, duties and responsibilities,
independency of Porama Consultant Co., Ltd., the Company’s internal audit, reviewed and approved the
amendment of the Internal Audit Charter to be appropriate, up to date and comply with the internal audit
practice manual of the Stock Exchange of Thailand, and approved annual audit plans that linked to
corporate risk. The Audit Committee had opinion that the Company had the internal control that was
adequate, appropriate and effective on par with international standard for the Professional Practice of
Internal Auditors.
4. Review compliance with the Securities and Exchange Acts, Regulations of the Stock Exchange of Thailand
(SET), and any other relevant laws, including the compliance with the Company requirement and
obligations to external parties. The Audit Committee did not find any significant incompliance to the law,
Regulations and the Company obligations to external parties.
5. Review the risk management process, to be link with the internal control system to manage the overall
company business risk, by reviewed the Risk Management Policy and Manual, risk factors, risk management
plan and progress. The Audit Committee had the opinion that the Company risk management process was
complied with risk management manual, which covered the objective setting, risk identification, risk
assessment, risk response and quarterly monitoring, setting of Key Risk Indicator (KRI) serving as an early
warning system, crisis management plans to fit with the situation, Risk Appetite and Risk Tolerance, and
also frequently reviewed risk to fit with the current situation.
6. Review and give opinion to connected transactions or transactions that may have conflict of interests, and
information disclosure of such transactions to comply with Regulation of the Stock Exchange of Thailand
(SET), and the Office of the Securities and Exchange Commission (SEC). The external auditors had opinion
that the significant transactions with the connected persons were disclosed and shown in the Financial
Statements and Note to Financial Statements and the Audit Committee had opinion as same as the
external auditors and also considered that such transactions were reasonable and the most beneficial to
the business of the Company and were disclosed correctly and completely.
7. Consider Appointing the External Auditors and their Remuneration for the year 2015 to propose to the Board
of Directors to ask for the approval of the Annual Shareholder Meeting for the year 2015, which the Audit
Committee considered the performance, independency and remuneration and concluded to propose
appointing Ms. Siraporn Ouaanunkun (Certified Public Accountant No. 3844) and/or Mr. Supachai
Phanyawattano (Certified Public Accountant No. 3930) and/or Mr. Khitsada Lerdwana (Certified Public
Accountant No. 4958) of EY Office Limited to serve as the Company external auditor for the year 2015, with
the remuneration of 1,560,000.-Baht. The Audit committee has the opinions regarding the external auditors
as follows:
• Based on past performance, the external auditors performed their duties with knowledge, professional
competency, and gave recommendation regarding internal control system and various risks, and also
had independency in performing their duties.
• The proposed remuneration of Baht 1,560,000 is reasonable. It is same price as last year.
• There was compliance with Regulation of the Office of the Securities and Exchange Commission (SEC)
with regards to the changing of the financial statements signatory external auditor every 5 years. If
The Audit Committee’s Report
Page
091
such auditors are appointed to be the external auditors for the year 2015, it shall be the fifth years.
• The external auditors had no relation with the Company and its subsidiaries.
In summary, the Audit Committee had fulfilled the responsibility of the Audit Committee Charter that was
approved by the Board of Directors and found that the Company disclosed financial and operation information
correctly, had appropriate and effectiveness internal control and audit, and risk management, complied with
laws, regulations and obligations, disclosed the connected transactions correctly, performed duties in
compliance with the Good Corporate Governance principles, with adequacy, transparency and reliably, and also
developed the operation systems to be more qualified and fit with the changing business
environment on a continuing basis.
February 16 , 2015
On behalf of the Audit Committee
(Mr. Anucha Sihanatkathakul)
Chairman of the Audit Committee
Page
092
Annual Report 2014
Report on the Board of
Directors’ Responsibilities
for Financial Statements
The consolidated and the company financial statements of Amata Corporation Public Company Limited and its
subsidiary companies have been made in accordance with the generally accepted accounting principles for the
benefits of the shareholders and to reflect the real results.
The Board of Directors has appointed an Audit Committee with full qualifications as required by the Stock
Exchange of Thailand to examine the preparation of the financial statements to reflect their correctness and to
disclose any related transactions or conflicts of interest, if any, by major shareholders. The responsibilities of
the Audit Committee include an evaluation of internal controls and internal audit for their efficiency in connection
with rules and regulations of the Stock Exchange of Thailand and include the nomination of Auditor and audit
fee for appointment by shareholders.
The structure of management and internal controls in connection with the Auditor’s report ensure the Board of
Directors that the financial statements of Amata Corporation Public Company Limited and its subsidiary companies
as of December 31, 2014, represent fairly the financial position, results of operations, and cash flow statements
prepared in accordance with Thai Financial Reporting Standards.
(Mr. Chackchai Panichapat) Acting Chairman Merging Innovative Technology with Environmental Sustainability
(Mr. Viboon Kromadit)
Acting Chief Operating Officer
Page
093
Independent
Auditor’s
Report
To the Shareholders of Amata Corporation Public Company Limited
I have audited the accompanying consolidated financial statements of Amata Corporation Public Company
Limited and its subsidiaries, which comprise the consolidated statement of financial position as at 31
December 2014, and the related consolidated statements of income, comprehensive income, changes in
shareholders’ equity and cash flows for the year then ended, and a summary of significant accounting policies
and other explanatory information, and have also audited the separate financial statements of Amata
Corporation Public Company Limited for the same period.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance
with Thai Financial Reporting Standards, and for such internal control as management determines is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
Auditor’s Responsibility
My responsibility is to express an opinion on these financial statements based on my audit. I conducted my
audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgement, 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.
Page
094
Annual Report 2014
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit
opinion.
Opinion
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of Amata Corporation Public Company Limited and its subsidiaries and of Amata Corporation Public
Company Limited as at 31 December 2014, and their financial performance and cash flows for the year then
ended, in accordance with Thai Financial Reporting Standards.
Siraporn Ouaanunkun
Certified Public Accountant (Thailand) No. 3844
EY Office Limited
Bangkok: 17 February 2015
Page
095
Statement
of financial
position
Amata Corporation
Public Company Limited
As at 31 December 2014
(Unit: Baht)
Consolidated financial statements
Note
Assets
Current assets
Cash and cash equivalents
Current investments - deposits at bank
Trade and other receivables
Short-term loans to subsidiaries
Real estate development costs
Other current assets
Total current assets
Non-current assets
Investments in subsidiaries
Investments in associates
Investment properties
Property, plant and equipment
Deposits for purchase of land
Land awaiting for future development
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
2014
2013
Separate financial statements
2014
2013
7
8
9
6
10
1,021,319,263
975,900,770
321,321,131
8,002,961,754
143,732,083
10,465,235,001
1,129,336,443
822,999,408
507,895,906
5,975,869,751
121,287,777
8,557,389,285
150,257,749
69,342,644
158,420,198
4,826,894,748
9,450,068
5,214,365,407
138,472,447
194,716,201
164,036,198
3,473,863,913
15,582,259
3,986,671,018
11
12
13
14
1,557,437,109
3,566,213,193
1,085,002,094
135,709,633
5,153,032,577
24,974,495
149,182,433
11,671,551,534
22,136,786,535
1,415,941,155
2,942,360,399
1,193,359,057
147,062,901
7,566,824,178
202,939,412
177,364,433
13,645,851,535
22,203,240,820
903,042,593
621,520,671
528,188,876
170,848,312
4,101,100
4,007,334,097
59,940,047
6,294,975,696
11,509,341,103
901,489,343
627,121,376
476,207,488
266,853,166
58,068,125
6,094,648,050
71,264,601
87,476,553
8,583,128,702
12,569,799,720
15
21
The accompanying notes are an integral part of the financial statements.
Page
096
Annual Report 2014
Statement
of financial
position (continued)
Amata Corporation
(Unit: Baht)
Note
2014
2013
2014
2013
16
713,687,853
909,164,785
647,523,963
906,016,368
17
6
18
466,385,257
50,000,000
1,747,339,572
1,118,932,557
644,047,863
1,386,582,241
2,607,014,691
147,331,447
1,091,841,404
97,411,223
144,404,576
500,000,000
1,101,839,895
966,549,100
66,748,057
48,321,839
4,211,415,135
111,115,462
49,447,151
5,707,372,193
17,889,206
18,862,614
2,020,859,857
27,115,444
3,645,925,383
4,747,906,602
5,386,817,916
3,105,388,766
-
3,994,336,727
-
255,756,582
281,517,825
207,789,214
217,336,668
5,710,306,891
9,921,722,026
270,285,275
264,965,991
184,770,055
197,533,068
6,304,372,305
12,011,744,498
242,502,520
12,059,056
50,465,150
3,410,415,492
5,431,275,349
230,302,609
44,976,220
4,269,615,556
7,915,540,939
Liabilities and shareholders’ equity
Current liabilities
Bank overdrafts and short-term loans
from banks
Trade and other payables
Short-term loans from related parties
Current portion of long-term loans
Deposits and advances received from
customers
Income tax payable
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans, net of current portion
Long-term deposits and advances
received from customers
Land rental received in advance
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
18
21
Statement of financial position
Page
097
Statement
of financial
position (continued)
Amata Corporation
(Unit: Baht)
Note
2014
2013
2014
2013
Shareholders’ equity
Share capital
Registered
1,067,000,000 ordinary shares of Baht 1 each
Issued and fully paid up
1,067,000,000 ordinary shares of Baht 1 each
Premium on ordinary shares
Retained earnings
Appropriated-statutory reserve
19
Unappropriated
Other components of shareholders’ equity
Equity attributable to owners of the
Company
Non-controlling interests of
the subsidiaries
Total liabilities and shareholders’ equity
1,067,000,000
1,067,000,000
1,067,000,000
1,067,000,000
1,067,000,000
173,600,000
1,067,000,000
173,600,000
1,067,000,000
173,600,000
1,067,000,000
173,600,000
106,700,000
8,710,300,097
56,755,714
106,700,000
6,966,460,555
4,200,199
106,700,000
4,730,765,754
-
106,700,000
3,306,958,781
-
10,114,355,811
8,317,960,754
6,078,065,754
4,654,258,781
2,100,708,698
12,215,064,509
22,136,786,535
1,873,535,568
10,191,496,322
22,203,240,820
6,078,065,754
11,509,341,103
4,654,258,781
12,569,799,720
Page
098
Annual Report 2014
Income
statement
Amata Corporation
For the year ended 31 December 2014
(Unit: Baht)
Revenues
Revenue from real estate sales
Revenue from utility services
Revenue from rental
Revenue from rights of way
Dividend income
Interest income
Other income
Total revenues
Expenses
Cost of real estate sales
Cost of utility services
Cost of rental
Selling expenses
Total expenses
Note
2014
2013
2014
2013
20
11, 12
5,347,579,111
1,359,204,185
688,013,631
10,880,000
90,164,742
134,250,211
7,630,091,880
5,342,699,527
1,253,478,913
568,066,333
97,819,987
96,285,927
147,730,660
7,506,081,347
3,482,819,388
96,645,405
484,308,898
8,747,907
68,060,334
4,140,581,932
2,258,813,599
92,229,344
134,000,000
490,545,134
9,126,860
70,215,375
3,054,930,312
2,191,225,396
1,137,352,937
238,845,292
358,631,159
660,556,040
4,586,610,824
2,497,772,576
1,047,377,450
182,307,160
426,618,847
814,330,048
4,968,406,081
1,250,025,875
31,498,138
183,044,793
396,876,726
1,861,445,532
890,886,618
21,602,146
211,529,511
549,228,154
1,673,246,429
Income statement
Page
099
Income
statement (continued)
Amata Corporation
(Unit: Baht)
Note
2014
2013
2014
2013
3,043,481,056
2,537,675,266
2,279,136,400
1,381,683,883
226,470,914
99,466,145
-
-
Profit before finance cost and income tax
Finance cost
3,269,951,970
(359,773,013)
2,637,141,411
(349,848,440)
2,279,136,400
(262,564,317)
1,381,683,883
(296,487,929)
Profit before income tax
Income tax
Profit for the year
2,910,178,957
(350,178,400)
2,560,000,557
2,287,292,971
(358,796,185)
1,928,496,786
2,016,572,083
(112,632,535)
1,903,939,548
1,085,195,954
(157,894,993)
927,300,961
2,223,972,117
1,515,581,870
1,903,939,548
927,300,961
336,028,440
2,560,000,557
412,914,916
1,928,496,786
2.08
1.42
1.78
0.87
Profit before share of profit from
investments in associates, finance
cost and income tax
Share of profit from investments in
associates
12
21
Profit attributable to:
Equity holders of the Company
Non-controlling interests of the
subsidiaries
Basic earnings per share
Profit attributable to equity holders of
the Company
24
Page
100
Annual Report 2014
Statement of
comprehensive
income
Amata Corporation
(Unit: Baht)
Profit for the year
2014
2,560,000,557
2013
1,928,496,786
2014
1,903,939,548
2013
927,300,961
Other comprehensive income:
Exchange differences on translation of
financial statements in foreign currency
Gains (losses) on change in value of
available-for-sale investments
Other comprehensive income for the year
(19,769,022)
63,436,174
-
-
5,876,343
(13,892,679)
(9,986,717)
53,449,457
-
-
Total comprehensive income for the year
2,546,107,878
1,981,946,243
1,903,939,548
927,300,961
2,216,913,505
329,194,373
2,546,107,878
1,540,849,720
441,096,523
1,981,946,243
1,903,939,548
927,300,961
Total comprehensive income attributable to:
Equity holders of the Company
Non-controlling interests of the subsidiaries
-
Total comprehensive income for
the year
-
-
- (586,817,670)
-
-
1,067,000,000 173,600,000 106,700,000 6,966,460,555
-
-
-
-
-
-
-
- 1,515,581,870
-
- 1,515,581,870
26,357,438
-
-
-
35,254,567
35,254,567
-
(8,897,129)
-
-
-
-
-
-
(9,986,717) (12,170,522)
-
-
- (12,170,522)
(9,986,717)
(9,986,717)
-
-
-
-
-
-
-
-
-
-
Business
combination
under
Deficit from
common
changes in Reserve for
control
shareholding share-based
in subsidiary payments of associates
-
-
-
-
-
-
-
-
25,267,850
-
-
-
28,181,607
53,449,457
5,756,800
4,200,199 8,317,960,754 1,873,535,568 10,191,496,322
- (586,817,670)
- (115,605,310) (115,605,310)
- (586,817,670)
-
17,927,322
25,267,850 1,540,849,720 441,096,523 1,981,946,243
25,267,850
- 1,515,581,870 412,914,916 1,928,496,786
(8,897,129) 7,376,099,226 1,530,117,033 8,906,216,259
- (12,170,522) (12,170,522)
-
-
-
-
Surplus from
changes in
shareholding
in subsidiaries
of associates
Equity
attributable to
nonTotal other Total equity controlling
components of attributable to interests
Total
shareholders’ owners of
of the
shareholders’
equity
the Company subsidiaries
equity
(Unit: Baht)
Page
Balance as at 31 December 2013
Dividend paid to the Company’s
shareholders (Note 27)
Deficit on investments in subsidiary
arising as a result of proceeds the
investment in subsidiary at a price
less than the net book value at the
proceed date (Note 11)
Dividend paid to non-controlling
interests of the subsidiaries
-
-
-
-
1,067,000,000 173,600,000 106,700,000 6,037,696,355
Profit for the year
Other comprehensive income
for the year
Other components of equity
Equity attributable to owners of the Company
Exchange Surplus (deficit)
differences on changes in
on translation of value of
Issued and
financial
availableRetained earnings
fully paid-up Premium on
statements in for-sale
share capital ordinary shares Appropriated Unappropriated foreign currency investments
Amata Corporation Public Company Limited and its subsidiaries
Statement of changes in shareholders’ equity
Statement of comprehensive income
101
-
-
-
-
-
Total comprehensive income for
the year
Share-based payments (Note 11)
Excess of carrying value over
purchase consideration of
acquisition under common control
of associates
Surplus from changes in
shareholding in subsidiaries of
associates
- (12,934,955)
-
-
-
-
-
-
-
-
-
-
- 2,223,972,117 (12,934,955)
-
- 2,223,972,117
26,357,438
-
-
-
5,876,343
5,876,343
-
-
-
-
-
-
-
(9,986,717) (12,170,522)
-
-
13,875,831
-
-
-
-
-
-
-
-
-
-
36,134,506
Business
combination
under
Deficit from
common
control
9,603,790
-
-
-
-
-
-
Surplus from
changes in
shareholding
in subsidiaries
of associates
(7,058,612)
(6,834,067) (13,892,679)
9,603,790
36,134,506
13,875,831
9,603,790
36,134,506
13,875,831
-
-
8,566,450
9,603,790
36,134,506
22,442,281
(7,058,612) 2,216,913,505 329,194,373 2,546,107,878
(7,058,612)
- 2,223,972,117 336,028,440 2,560,000,557
4,200,199 8,317,960,754 1,873,535,568 10,191,496,322
Equity
attributable to
Total
of the
shareholders’
equity
equity
(Unit: Baht)
102
-
-
-
-
-
1,067,000,000 173,600,000 106,700,000 6,966,460,555
Profit for the year
Other comprehensive income for
the year
Issued and
financial
Statement of changes in shareholders’ equity (continued)
Page
Annual Report 2014
-
-
-
- (480,132,575)
-
1,067,000,000 173,600,000 106,700,000 8,710,300,097
-
-
Dividend paid to non-controlling
interests of the subsidiaries
13,422,483
-
-
-
(4,110,374) (12,170,522)
-
-
13,875,831
-
-
-
-
36,134,506
Business
combination
under
Deficit from
common
control
Issued and
financial
9,603,790
-
-
Surplus from
changes in
shareholding
in subsidiaries
of associates
(Unit: Baht)
56,755,714 10,114,355,811 2,100,708,698 12,215,064,509
- (480,132,575)
- (110,587,693) (110,587,693)
- (480,132,575)
-
Equity
attributable to
Total
of the
shareholders’
equity
equity
Statement of comprehensive income
Page
103
173,600,000
173,600,000
1,067,000,000
173,600,000
1,067,000,000
1,067,000,000
-
173,600,000
-
1,067,000,000
-
106,700,000
106,700,000
-
106,700,000
106,700,000
-
(480,132,575)
4,730,765,754
3,306,958,781
1,903,939,548
(586,817,670)
3,306,958,781
2,966,475,490
927,300,961
(480,132,575)
6,078,065,754
4,654,258,781
1,903,939,548
(586,817,670)
4,654,258,781
4,313,775,490
927,300,961
equity
104
Unappropriated
ordinary shares
share capital
Appropriated
shareholders’
Premium on
fully paid-up
Retained earnings
Total
(Unit: Baht)
Issued and
Page
Annual Report 2014
Page
105
Statement
of cash flows
Amata Corporation
(Unit: Baht)
Consolidated
financial statements
Separate
2014
2013
2014
2013
Profit before income tax
2,910,178,957
Adjustments to reconcile profit before income tax
to net cash provided by (paid from) operating
activities:
Depreciation
335,398,824
Amortisation
16,440,220
Allowance from impairment of investments
Allowance for doubtful accounts
4,093,657
Share-based payments
22,442,281
Share of profit from investments in associates
(226,470,914)
Losses (gains) on sales of investment properties
(9,785,475)
Losses (gains) on sales of property, plant and
equipment
(199,970)
Unrealised gains on exchange
Unrealised gains on fair value of derivatives
Dividend income from investments in
subsidiaries and associates
Provision for long-term employee benefits
5,143,145
Gains on revenue from right of way received
from associates
Gains on sales of real estate to associates
-
2,287,292,971
2,016,572,083
1,085,195,954
265,461,857
11,149,885
8,526,441
(99,466,145)
(8,769,950)
55,612,966
10,486,574
5,600,706
264,652
47,292,666
7,763,435
6,634,841
471,485
-
126,777
(569,880)
14,982
(722,577)
-
126,776
(11,211,395)
(543,103)
12,334,724
(484,308,898)
3,065,840
(490,545,134)
9,570,992
36,180,013
52,674,701
-
-
Cash flows from operating activities
Page
106
Annual Report 2014
Statement
of cash flows
(continued)
Amata Corporation
(Unit: Baht)
Consolidated
Interest income
Interest expenses
2014
2013
2014
2013
(90,164,742)
359,773,013
(96,285,927)
350,418,320
(8,747,907)
262,564,317
(9,126,860)
297,031,032
2,819,073,787
1,860,402,738
942,660,689
(227,490,237)
1,332,956,431
(52,078,973)
(48,877,669)
142,985,711
940,721,966
(11,055,794)
27,536,506
(135,233,529)
707,764,925
(13,772,987)
(44,260,701)
10,467,964
9,833,562
12,236,511
(544,452,037)
12,912,564
22,791,630
70,535,587
(869,137,877)
(8,252,831)
12,199,911
2,423,089
(667,316,012)
10,493,132
33,835,795
1,491,973
3,395,839,047
(561,248,550)
2,834,590,497
2,107,656,981
(11,419,672)
2,096,237,309
847,899,796
(271,430,365)
576,469,431
Profit from operating activities before changes in
operating assets and liabilities
3,326,848,996
Operating assets (increase) decrease
Trade and other receivables
194,304,062
Real estate development cost
1,200,599,899
Other current assets
(38,884,525)
Other non-current assets
21,480,588
Operating liabilities increase (decrease)
Trade and other payables
(178,413,740)
Deposits and advances received from
customers
(1,488,082,133)
Other current liabilities
(1,125,310)
Land rental received in advance
2,023,140
Other non-current liabilities
14,660,455
Cash from operating activities
Cash paid for income tax
Net cash from operating activities
Separate
3,053,411,432
(186,655,222)
2,866,756,210
Statement of cash flows
Page
107
Statement
of cash flows
(continued)
Amata Corporation
(Unit: Baht)
Consolidated
Cash flows from investing activities
Interest income
Increase in current investments - deposits at bank
Cash receipt from repayment of short-term loans
made to related companies
Increase in short-term loans to related companies
Increase in investment in subsidiary
Increase in investments in associates
Dividend income from investments in subsidiaries
and associates
Acquisitions of investment properties
Acquisitions of property, plant and equipment
Proceeds from sales of investment properties
Proceeds from sales of property, plant and
equipment
Decrease (increase) in deposit for purchase
of land
Purchases of land awaiting for future
development
Net cash from (used in) investing activities
Separate
2014
2013
2014
2013
90,435,392
(152,901,362)
95,864,520
(574,643,448)
10,206,650
-
4,453,548
-
(10,880,000)
164,449,927
(164,449,927)
(57,821,800)
6,267,780
(1,553,250)
-
165,349,927
(168,349,927)
(56,321,800)
128,256,163
(554,829,273)
(343,428,101)
33,015,000
83,000,000
(567,262,937)
(310,829,577)
18,212,000
465,308,798
(6,830,810)
-
490,545,134
(71,806,572)
-
11,836
122,174
11,836
47,200
(91,596,502)
(250,025,292)
45,937,900
(58,029,125)
(674,942,603)
(1,576,859,450)
(1,521,389,777)
(3,084,774,137)
(196,758,472)
322,590,432
(686,119,544)
(380,231,159)
Page
108
Annual Report 2014
Statement
of cash flows
(continued)
Amata Corporation
(Unit: Baht)
Consolidated
Cash flows from financing activities
Interest expenses
Increase (decrease) in bank overdrafts and
short-term loans from banks
Cash receipt from short-term loans from related
parties
Repayment of short-term loans from related
parties
Cash receipt from long-term loans
Repayment of long-term loans
Dividend paid to the Company’s shareholders
Dividend paid to non-controlling interests of the
subsidiaries
Cash receipt from proceeds of the investment
in subsidiary
Net cash used in financing activities
Increase (decrease) in translation adjustments
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Separate
2014
2013
2014
2013
(364,007,069)
(347,903,226)
(269,471,007)
(291,740,650)
(195,476,932)
35,659,011
(258,492,405)
43,154,080
50,000,000
24,500,000
140,000,000
910,000,000
1,594,804,983
(1,872,958,966)
(480,132,575)
(24,500,000)
1,661,755,746
(1,097,175,557)
(586,817,670)
(640,000,000)
500,000,000
(1,398,946,452)
(480,132,575)
(410,000,000)
973,888,346
(937,935,557)
(586,817,670)
(110,587,694)
(115,605,310)
-
-
(1,378,358,253)
(19,555,687)
5,756,800
(444,330,206)
39,671,267
(2,407,042,439)
-
(299,451,451)
-
(108,017,180)
1,129,336,443
1,021,319,263
(654,842,579)
1,784,179,022
1,129,336,443
11,785,302
138,472,447
150,257,749
(103,213,179)
241,685,626
138,472,447
Notes to consolidated financial statements
Page
109
Notes to
consolidated
Amata Corporation
1. Corporate information
Amata Corporation Public Company Limited (“the Company”) is a public company incorporated and
domiciled in Thailand. The Company is principally engaged in industrial estate development. The registered
office of the Company is at 2126, New Petchburi Road, Bangkapi, Huay Kwang, Bangkok.
2. Basis of preparation
2.1 The financial statements have been prepared in accordance with Thai Financial Reporting Standards
enunciated under the Accounting Profession Act B.E. 2547 and their presentation has been made in
compliance with the stipulations of the Notification of the Department of Business Development dated 28
September 2011, issued under the Accounting Act B.E. 2543.
The financial statements in Thai language are the official statutory financial statements of the Company.
The financial statements in English language have been translated from the Thai language financial
statements.
The financial statexments have been prepared on a historical cost basis except where otherwise disclosed
in the accounting policies.
2.2 Basis of consolidation
a) The consolidated financial statements include the financial statements of the Company and the
following subsidiary companies (“the subsidiaries”):
Company’s name
Nature of business
Country of
incorporation
Paid-up capital
as at 31 December
2014
2013
Percentage of
shareholding
2014
Million Baht Million Baht Percent
Co., Ltd.
Industrial estate development
Factory construction
for rent
Production, distribution and
treatment of water for
industrial use
2013
Percent
Thailand
Thailand
450
400
450
400
84
49
84
49
Thailand
80
80
100
100
Page
110
Company’s name
Annual Report 2014
Nature of business
Country of
incorporation
Paid-up capital
as at 31 December
2014
Percentage of
shareholding
2013
2014
Million Baht Million Baht Percent
Amata Facility Services Co., Ltd. Management service in
common area
Amata Asia Ltd.
Holdings company
Thailand
Hong Kong
Singapore
15
2013
Percent
15
91
91
100
100
100
-
46
46
Thai-Chinese Rayong Industry Industrial estate
Realty Development Co., Ltd. development and factory
construction for rent
(21% held by the Company
and 30% held by Amata City
Co., Ltd.)
Thailand
1
1
(Thousand HKD)
60
(Thousand SGD)
500
500
Holding company
Amata VN Public Company
Limited
(44% held by the Company and
44% held by Amata Asia Ltd.)
Industrial estate
development
Company
(70% held by Amata VN Public
Company Limited)
Thailand
384
384
88
88
Vietnam
365,996
365,996
(Million VND)
62
62
Amata Summit REIT
REIT Manager
Management Co., Ltd.
(100% held by Amata Summit
ready Built Co., Ltd.)
Thailand
10
-
49
-
Holdings company
b) Subsidiaries are fully consolidated, being the date on which the Company obtains control, and
continue to be consolidated until the date when such control ceases.
c) The financial statements of the subsidiaries are prepared using the same significant accounting
policies as the Company.
d) The assets and liabilities in the financial statements of overseas subsidiary companies are translated
to Baht using the exchange rate prevailing on the end of reporting period, and revenues and expenses
translated using monthly average exchange rates. The resulting differences are shown under the
caption of “Exchange differences on translation of financial statements in foreign currency” in the
statements of changes in shareholders’ equity.
e) Material balances and transactions between the Company and its subsidiaries have been eliminated
from the consolidated financial statements.
f) Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that
are not held by the Company and are presented separately in the consolidated statement of income
and comprehensive income, and within equity in the consolidated statement of financial position.
2.3 The separate financial statements, which present investments in subsidiaries and associates under the
Page
111
cost method, have been prepared solely for the benefit of the public.
3. New financial reporting standards
Below is a summary of financial reporting standards that became effective in the current accounting year
and those that will become effective in the future.
(a) Financial reporting standards that became effective in the current accounting year
Conceptual Framework for Financial Reporting (revised 2014)
Accounting Standards:
TAS 1 (revised 2012)
Presentation of Financial Statements
Statement of Cash Flows
Income Taxes
Leases
Revenue
Employee Benefits
The Effects of Changes in Foreign Exchange Rates
Related Party Disclosures
Investments in Associates
Interests in Joint Ventures
Interim Financial Reporting
Impairment of Assets
Intangible Assets
Financial Reporting Standards:
TFRS 2 (revised 2012)
Share-based Payment
Business Combinations
Non-current Assets Held for Sale and Discontinued Operations
Operating Segments
Accounting Standard Interpretations:
TSIC 15
Operating Leases - Incentives
TSIC 27
Evaluating the Substance of Transactions Involving the Legal Form of a
Lease
TSIC 29
Service Concession Arrangements: Disclosures
TSIC 32
Intangible Assets - Web Site Costs
Financial Reporting Standard Interpretations:
TFRIC 1
Changes in Existing Decommissioning, Restoration and Similar Liabilities
TFRIC 4
Determining whether an Arrangement contains a Lease
TFRIC 5
Rights to Interests arising from Decommissioning, Restoration and
Environmental Rehabilitation Funds
TFRIC 7
Applying the Restatement Approach under TAS 29 Financial Reporting in
Hyperinflationary Economies
TFRIC 10
Interim Financial Reporting and Impairment
TFRIC 12
Service Concession Arrangements
TFRIC 13
Customer Loyalty Programmes
TFRIC 17
Distributions of Non-cash Assets to Owners
TFRIC 18
Transfers of Assets from Customers
Accounting Treatment Guidance for Stock Dividend
112
Page
Annual Report 2014
These financial reporting standards were amended primarily to align their content with the
corresponding International Financial Reporting Standards. Most of the changes were directed towards
revision of wording and terminology, and provision of interpretations and accounting guidance to users
of the accounting standards. These financial reporting standards do not have any significant impact
on the financial statements.
(b) Financial reporting standards that will become effective in the future
The Federation of Accounting Professions has issued a number of revised and new financial reporting
standards that become effective for fiscal years beginning on or after 1 January 2015. These financial
reporting standards were aimed at alignment with the corresponding International Financial Reporting
Standards, with most of the changes directed towards revision of wording and terminology, and
provision of interpretations and accounting guidance to users of accounting standards. The
management of the Company and its subsidiaries believes that in most cases they have not resulted
in changes in key principles. However, some of these financial reporting standards involve changes
to key principles, as follows:
Accounting Standard:
Employee Benefits
Financial Reporting Standards:
TFRS 10
Consolidated Financial Statements
TFRS 11
Joint Arrangements
TFRS 12
Disclosure of Interests in Other Entities
TFRS 13
Fair Value Measurement
Based on the preliminary analysis, the management of the Company and its subsidiaries believes that
the accounting standard and financial reporting standards will not have any significant impact on the
Company and its subsidiaries’ financial statements.
4. Significant accounting policies
4.1 Revenue recognition
a) Revenue from sales of real estate and land-use rights with infrastructure systems
Revenue from sales of real estate and land-use rights with infrastructure systems (presented under
the caption of “Revenue from real estate sales” in the consolidated financial statements) are recognised
as revenue in full when the significant risks and rewards of ownership are passed to the buyer.
b) Sales of water
Sales of tap water and raw water, which are included in revenue from utility services, are recognised
when water is delivered to customers.
c) Rendering of services
Service revenues, which include waste water treatment and management of common areas of the
industrial estates, which are included in revenue from utility services, are recognised when services
have been rendered taking into account the stage of completion.
d) Rental income
Rental income which consists of land rental, rental of office building and factory building is recognised
as an income on straight-line basis over the lease term.
Page
113
e)Dividends
Dividends are recognised when the right to receive the dividends is established.
f) Interest income
Interest income is recognised on an accrual basis based on the effective interest rate.
4.2 Cost of real estate sales and land-use rights with infrastructure systems
In determining the costs of real estate sales and land-use rights with infrastructure systems (presented
under the caption of “cost of real estate sales” in the consolidated financial statements), anticipated total
development costs are attributed to units already sold on the basis of the salable area.
4.3 Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an
original maturity of three months or less from the date of acquisition and not subject to withdrawal
restrictions.
4.4 Trade and other receivables
Trade and other receivables are stated at the net realisable value. Allowance for doubtful accounts is
provided for the estimated losses that may be incurred in collection of receivables. The allowance is
generally based on collection experience and analysis of debt aging.
4.5 Real estate development costs and costs of land-use rights with infrastructure systems
Real estate development costs and costs of land-use rights with infrastructure systems (presented under
the caption of “Real estate development costs” in the consolidated financial statements) are valued at the
lower of specific cost and net realisable value. Cost included cost of land and expenses directly related to
real estate development.
4.6Investments
a) Investments in associates are accounted for in the consolidated financial statements using the equity
method.
b) Investments in subsidiaries and associates are accounted for in the separate financial statements
using the cost method net of allowance for impairment loss (if any).
The weighted average method is used for computation of the cost of investments.
In the event the Company and its subsidiaries reclassifies investments from one type to another, such
investments will be readjusted to their fair value as at the reclassification date. The difference between
the carrying amount of the investments and the fair value on the date of reclassification are recorded
in income statement or recorded as other components of shareholders’ equity, depending on the type
of investment that is reclassified.
4.7 Investment properties
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at cost less accumulated depreciation and allowance for loss
on impairment (if any).
Page
114
Annual Report 2014
Depreciation of investment properties is calculated by reference to their costs on the straight-line basis
over estimated useful lives of 5 - 44 years. Depreciation of the investment properties is included in
determining income. No depreciation is provided on land.
On disposal of investment properties, the difference between the net disposal proceeds and the carrying
amount of the asset is recognised in the income statement in the year when the asset is derecognised.
4.8 Property, plant and equipment/Depreciation
Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and
allowance for loss on impairment (if any).
Depreciation of buildings and equipment is calculated by reference to their costs on the straight-line basis
over the following estimated useful lives:
Land improvement
Buildings
Fixtures and equipment
Utility systems
Motor vehicles
Other assets
Depreciation is included in determining income.
5, 20
3 - 40
2 - 20
2 - 20
5 - 15
5, 20
years
years
years
years
years
years
No depreciation is provided on land and assets under construction.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included
in the income statement when the asset is derecognised.
4.9 Land awaiting for future development
Land awaiting for future development is valued at the lower of specific cost and net realisable value. Cost
included costs of land.
4.10 Related party transactions
Related parties comprise enterprises and individuals that control, or are controlled by, the Company and
its subsidiaries, whether directly or indirectly, or which are under common control with the Company and
its subsidiaries.
They also include associated companies and individuals which directly or indirectly own a voting interest
in the Company and its subsidiaries that gives them significant influence over the Company and its
subsidiaries, key management personnel, directors, and officers with authority in the planning and
direction of the Company and its subsidiaries’ operations.
4.11 Long-term leases
Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership
are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased
assets and the present value of the minimum lease payments. The outstanding rental obligations, net of
finance charges, are included in long-term payables, while the interest element is charged to the income
statement over the lease period. The assets acquired under finance leases is depreciated over the useful
life of the leased assets
Page
115
Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of
ownership are classified as operating lease. Operating lease payments are recognised as an expense in
the income statement on a straight line basis over the lease term.
4.12 Foreign currencies
The consolidated and separate financial statements are presented in Baht, which is also the Company’s
functional currency. Items of each entity included in the consolidated financial statements are measured
using the functional currency of that entity.
Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at
the exchange rate ruling at end of reporting period.
Gains and losses on exchange are included in the income statement.
4.13 Impairment of assets
At the end of each reporting period, the Company and its subsidiaries performs impairment reviews in
respect of the assets whenever events or changes in circumstances indicate that an asset may be impaired.
An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the
asset’s fair value less costs to sell and its value in use, is less than the carrying amount.
An impairment loss is recognised in the income statement.
4.14 Employee benefits
Short-term employee benefits
Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when
incurred.
Post-employment benefits
Defined contribution plans
The Company, its subsidiaries and its employees have jointly established a provident fund. The fund is
monthly contributed by employees and by the Company and its subsidiaries. The fund’s assets are held
in a separate trust fund and the contributions of the Company and its subsidiaries are recognised as
expenses when incurred.
Defined benefit plans
The Company and its subsidiaries have obligations in respect of the severance payments it must make to
employees upon retirement under labor law. The Company and its subsidiaries treat these severance
payment obligations as a defined benefit plan.
The obligation under the defined benefit plan is determined by a professionally qualified independent
actuary based on actuarial techniques, using the projected unit credit method.
Actuarial gains and losses arising from post-employment benefits are recognised immediately in the
statement of other comprehensive income.
4.15Provisions
Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of
Page
116
Annual Report 2014
a past event, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation, and a reliable estimate can be made of the amount of the obligation.
4.16 Income tax
Income tax represents the sum of corporate income tax currently payable and deferred tax.
Current tax
Current tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based
on taxable profits determined in accordance with tax legislation.
Deferred tax
Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their
carrying amounts at the end of each reporting period, using the tax rate enacted at the end of the
reporting period.
The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences
while recognise deferred tax assets for all deductible temporary differences and tax losses carried forward
to the extent that it is probable that future taxable profit will be available against which such deductible
temporary differences and tax losses carried forward can be utilised.
At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred
tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised.
The Company and its subsidiaries record deferred tax directly to equity if the tax relates to items that are
recorded directly to shareholders’ equity.
5. Significant accounting judgments and estimates
The preparation of financial statements in conformity with financial reporting standards at times requires
management to make subjective judgments and estimates regarding matters that are inherently uncertain.
These judgments and estimates affect reported amounts and disclosures; and actual results could differ
from these estimates. Significant judgments and estimates are as follows:
Leases
In determining whether a lease is to be classified as an operating lease or finance lease, the management
is required to use judgement regarding whether significant risk and rewards of ownership of the leased
asset has been transferred, taking into consideration terms and conditions of the arrangement.
Property, plant and equipment, investment properties and depreciation
In determining depreciation of plant and equipment, and investment properties the management is required
to make estimates of the useful lives and residual values of plant and equipment, and investment
properties and to review estimate useful lives and residual values when there are any changes.
In addition, the management is required to review property, plant and equipment, and investment
properties for impairment on a periodical basis and record impairment losses when it is determined that
their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast
of future revenues and expenses relating to the assets subject to the review.
Page
117
Deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent
that it is probable that taxable profit will be available against which the temporary differences and losses
be utilised. Significant management judgement is required to determine the amount of deferred tax assets
that can be recognised, based upon the likely timing and level of estimate future taxable profits.
Post-employment benefits under defined benefit plans
The obligation under the defined benefit plan is determined based on actuarial techniques. Such
determination is made based on various assumptions, including discount rate, future salary increase rate,
mortality rate and staff turnover rate.
6. Related party transactions
The followings are relationships with enterprises and individuals that control, or are controlled by, the
Company, whether directly or indirectly, or which are under common control with the Company.
Name of entities
Nature of relationships
Amata Summit Ready Built Co., Ltd.
Amata (Vietnam) Joint Stock Company
Amata Asia Limited
Amata VN Public Company Limited
Amata Summit REIT Management Co., Ltd.
Amata B.Grimm Power Limited
Amata Natural Gas Distribution Co., Ltd.
Vantec Amata Logistics Co., Ltd.
(formerly known as “Via Logistics Co., Ltd.”)
Strategic Engineering & Advance Logistics
Services (Thailand) Co., Ltd.
Amata B.Grimm Power 1 Limited
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Subsidiary company
Associated company
Associated company
Associated company
Amata Power (Bien Hoa) Limited
Associated company
Associated company of Amata Facility Services Co., Ltd.
Subsidiary of Amata B.Grimm Power Limited
Subsidiary of Amata B.Grimm Power Limited
Subsidiary of Amata B.Grimm Power Limited and 10%
held by the Company
held by the Company
held by the Company
held by Amata (Vietnam) Joint Stock Company
Page
118
Annual Report 2014
Name of entities
Nature of relationships
Amata B.Grimm Power (Rayong) 1 Limited
Subsidiary of Amata B.Grimm Power Limited and 8% held
by Amata City Co., Ltd.
Subsidiary of Amata B.Grimm Power Limited and 8% held
by Amata City Co., Ltd.
Common directors
Common directors
Common directors
Family members of major shareholders of the Company
are directors
Charity managed by the Company’s major shareholders
and directors
Family members of major shareholders of the Company
are directors
Thai-Chinese Rayong Industrial Service Co., Ltd.
Chewathai Co., Ltd.
Vibharam Hospital (Amata Nakorn) Co., Ltd.
Kromadit Corp Co.,Ltd.
Amata Foundation
Kromadit Park Co., Ltd.
During the years, the Company and its subsidiaries had significant business transactions with related
parties. Such transactions, which are summarised below, arose in the ordinary course of business and
were concluded on commercial terms and bases agreed upon between the Company and those related
parties.
(Unit: Million Baht)
Consolidated
Transactions with subsidiary companies
(eliminated from the consolidated financial
statements)
Utility and rental income
Interest income
Utility expenses
Interest expenses
Transactions with associated companies
Utility and rental income
Interest income
Electricity expenses and other expenses
Transactions with related parties
2014
2013
-
Separate
financial
statements
Transfer pricing policy
2014
2013
-
442
28
6
32
2
28
5
44
11
Market price
Market price or contract price
LIBOR+1% - 5.25% per annum
Contract price or as agreed upon
2.5% - 3.5% per annum
11
157
35
244
134
113
4
40
4
-
244
134
3
4
1
Market price
Contract price
6.5% per annum
68
80
30
19
Market price
Page
119
As at 31 December 2014 and 2013, the balances of the accounts between the Company and those related
companies are as follows:
Consolidated
2014
2013
Separate
2014
2013
Other receivables - related parties (Note 9)
Subsidiary companies
Associated companies
Total
47
47
165
165
10
19
29
8
140
148
Prepaid land rental - related party
Related company*
69
71
-
-
4
4
2
2
22
1
23
22
22
Advances received for purchase of land - related parties
Related companies*
Total
75
75
75
75
16
75
91
54
75
129
Land rental received in advance - related parties
49
38
46
35
Other payables - related parties (Note 17)
Total
*Common directors or family members of major shareholders of the Company are directors.
Page
120
Annual Report 2014
Loans to and loans from between the Company, its subsidiaries and related party
As at 31 December 2014 and 2013, the balance of loans between the Company, its subsidiaries and
related party and the movements are as follows:
During the year
Balance
as at
31 December
2013
Short-term loans from related party
Thai-Chinese Rayong Industrial Services
Co., Ltd.
Total
Increase
-
Decrease
50
50
-
Balance
as at
31 December
2014
50
50
During the year
Balance
as at
31 December
2013
Short-term loans to subsidiaries
Amata Asia Limited
Increase
Decrease
Balance
as at
31 December
2014
161
-
(3)
158
3
-
(3)
-
Total
164
-
(6)
158
Short-term loans from subsidiaries
475
140
(615)
-
25
-
(25)
-
500
140
(640)
-
Amata VN PCL.
Total
Page
121
Directors and management’s benefits
During the years ended 31 December 2014 and 2013, the Company and its subsidiaries had employee
benefit expenses payable to their directors and management as below.
Short-term employee benefits
Post-employment benefits
Share-based payments (Note 11.3)
Total
Consolidated
Separate
2014
74
2
2013
80
1
2014
21
1
2013
24
1
16
92
81
22
25
Guarantee obligations with related parties
The Company has outstanding guarantee obligations with its related parties, as described in Note 28.2 (1)
and 28.2 (2) to the financial statements.
7. Cash and cash equivalents
Consolidated
2014
2013
Cash
Bank deposits
Investments in treasury money open-end fund
Total
Separate
2014
2013
1
928
8
961
83
138
92
160
67
-
1,021
1,129
150
138
8. Current investments - deposit at banks
The balance represents deposits at banks of the subsidiary in Vietnam with terms of 3 months to 1 year
and earning interest at rates between 5.1% and 8.0% per annum for the deposits in Vietnam Dong
currency (2013: between 6.8% and 7.5% per annum) and interest rate between 1.8% to 2.3% for bank
deposits in US dollar currency (2013: between 1.8% to 3.0% per annum).
Page
122
Annual Report 2014
9. Trade and other receivables
Trade receivables - unrelated parties
Other receivables - related parties (Note 6)
Consolidated
2014
2013
184
221
47
165
Separate
2014
2013
29
148
Other receivables - unrelated parties
105
132
40
47
Total
336
518
69
195
Less: Allowance for doubtful debts
(15)
(10)
-
-
Trade and other receivables - net
321
508
69
195
The balances of trade receivables as at 31 December 2014 and 2013, aged on the basis of due dates, are
summarised below.
Consolidated
Separate
2014
2013
2014
2013
155
180
-
-
15
2
2
35
2
1
-
-
10
3
-
-
Total
184
221
-
-
Less: Allowance for doubtful debts
(15)
(10)
-
-
Trade receivables - net
169
211
-
-
Age of receivables
Not yet due
Past due
Up to 3 months
Longer than 3 - 9 months
Longer than 9 - 12 months
Longer than over 12 months
10. Real estate development costs
Included in the balance as at 31 December 2014 is a part of the real estate development costs of Amata
City Co., Ltd. amounting to Baht 62 million (2013: Baht 100 million), of which ownership has yet to be
transferred from the seller to this company.
Page
123
11. Investments in subsidiaries
Details of investments in subsidiaries as presented in the separate financial statements are as follows:
Company’s name
Amata VN Public Co., Ltd.
Amata Asia Limited
Total
Dividends received
during the year
Cost
2014
2013
2014
2013
371
196
135
105
80
14
2
371
196
135
105
80
14
-
320
14
3
-
188
203
14
3
-
-
-
-
-
903
901
337
408
11.1 On 16 January 2014, a meeting of the Company’s Board of Directors passed a resolution approving the
establishment of Amata Summit REIT Management Co., Ltd. to be the REIT Manager, as described in Note
13 to the financial statements. Amata Summit Ready Built Company Limited, invested in all 100,000
ordinary shares, with a par value of Baht 100 each, of this company.
11.2 On 12 November 2013, a meeting of the Company’s Board of Directors passed a resolution approving the
establishment of Amata Global Pte. Ltd. in Singapore to be the holding company for investments in
overseas. The Company invested in all 15,000 ordinary shares, with a par value of SGD 4 each, of this
company.
11.3 On 30 January 2013, a meeting of the Company’s Board of Directors passed a resolution approving Amata
Asia Limited to sell 11,537,600 shares with a par value of Baht 0.5 each of its investment in Amata VN PCL.
(“VN”), a major shareholder of Amata (Vietnam) Joint Stock Company (“AVN”), to the directors, executives
and employees of the Company, VN and AVN at a selling price of Baht 0.5 per share. These transactions
are considered to be share-based payment transactions. Therefore, AVN recorded the difference between
the fair value of the VN’s shares and the selling price, amounting to Baht 22 million as expense in the
consolidated income statement in the current year and presented under the caption of “Reserve for sharebased payments” in other components of equity.
The fair value of the VN’s share was determined by the management of VN using the Price to Book Value
Ratio Approach (P/BV). This involved multiply the book value per the latest financial statements before the
transaction date, by the closing price to book value per share ratio of listed companies in business similar
to VN, discounted to account for liquidity risk. On the basis of this calculation, the fair value of the VN’s
share was Baht 2.45 per share.
Page
124
Annual Report 2014
12. Investments in associates
12.1 Details of associates:
Company’s name
Country of Shareholding
incorporation percentage
(Nature of business)
2014
2013
(%)
(%)
Carrying amounts
based on equity
method
Cost
2014
2013
2014
2013
(Produce and distribution for electricity)
Thai
14
14
227
227
822
736
(Produce and distribution the natural
gas)
Thai
20
20
184
184
196
196
Thai
18
18
140
140
174
168
Vietnam
14
14
100
100
116
114
Thai
15
15
103
100
111
92
Thai
15
15
108
100
121
89
(Logistic services)
Thai
21
21
36
36
15
18
Thai
27
27
28
28
-
-
Thai
27
27
28
28
-
-
Services (Thailand) Co.,Ltd.
(Business consultant and service agent)
Thai
23
23
2
2
2
3
(Sale and lease of property)
Thai
43
43
-
-
-
-
945
945
1,557
1,416
(Power station in Vietnam)
Total
Page
125
Company’s name
Country of Shareholding
incorporation percentage
(Nature of business)
2014
2013
(%)
(%)
Allowance for Carrying amounts
impairment of
based on cost
investments
method - net
Cost
2014
2013
2014
2013
2014
2013
(Produce and distribution for
electricity)
Thai
14
14
227
227
-
-
227
227
(Produce and distribution the
natural gas)
Thai
20
20
184
184
-
-
184
184
electricity)
Thai
10
10
140
140
-
-
140
140
electricity)
Thai
20
20
28
28
-
-
28
28
electricity)
Thai
20
20
28
28
-
-
28
28
(Logistic services)
Thai
21
21
36
36
(22)
(16)
14
20
(Sale and lease of property)
Thai
43
43
-
-
-
-
-
-
643
643
(22)
(16)
621
627
Total
The Company has recorded its investment in Amata B. Grimm Power Limited, in which the Company’s
shareholding is 14%, as investments in associates. This is because the Company’s management has
considered that the Company has significant influence over this company as it has representatives in the
Board of Directors of this company and takes part in making operating policy decisions.
In current year, Amata City Co., Ltd. had additional investments in Amata B.Grimm Power (Rayong) 1
Limited and Amata B.Grimm Power (Rayong) 2 Limited of Baht 3 million and Baht 8 million, respectively.
The Company shareholdings in these companies are unchanged.
In 2013, the Company invested Baht 28 million each in Amata B.Grimm Power 4 Limited and Amata B.
Grimm Power 5 Limited, represented 20% of the registered share capital of those companies, and Amata
Facility Services Company Limited invested Baht 2 million in Strategic Engineering & Advance Logistics
Services (Thailand) Company Limited, representing 25% of its registered share capital.
Page
126
Annual Report 2014
12.2 Share of profit/loss and dividend received
During the years, the Company and its subsidiaries recognised its share of profit/loss from investments
in associated companies in the consolidated financial statements and dividend income in the separate
financial statements as follows:
Company’s name
Consolidated
Separate
Share of profit/(loss)
from investments in
associates during the years
Dividend received
during the years
2014
2013
2014
2013
101
11
54
-
74
87
74
83
25
21
19
-
16
(8)
-
-
24
(11)
-
-
2
9
-
-
(6)
(3)
-
-
(6)
(2)
-
-
(3)
(6)
-
-
Strategic Engineering & Advance Logistics Services
(1)
1
-
-
Total
226
99
147
83
Company’s name
142
142
68
68
6
(Million USD)
4
6
4
1,250
1,250
140
140
1,400
160
1,645
2013
Services (Thailand) Co., Ltd.
1,349
140
1,287
140
1,400
160
1,645
2014
Paid-up capital
as at 31 December
32
349
8
389
5,791
5,570
2,293
3,454
6,002
903
34,973
2014
36
405
14
367
5,632
5,771
763
1,395
6,115
1,135
32,123
2013
Total assets
as at 31 December
Financial information of the associated companies is summarised below.
12.3 Summarised financial information of associates
11
277
2
20
4,279
4,179
2,194
3,356
4,262
342
26,854
2014
16
310
4
25
4,515
4,621
635
1,270
4,461
573
24,757
2013
Total liabilities
as at 31 December
17
541
23
916
2,970
2,705
-
-
3,338
2,703
20,649
2014
17
736
29
815
1,213
377
-
-
3,379
2,778
15,644
2013
Total revenues
for the year ended
31 December
1
(23)
(4)
58
297
203
(28)
(28)
287
368
1,141
2014
3
(27)
4
60
(110)
(76)
(11)
(13)
205
435
108
2013
Net profit (loss) for the
year ended 31 December
Page
127
Page
128
Annual Report 2014
13. Investment properties
The net book value of investment properties as at 31 December 2014 and 2013, is presented below.
Land
improvement and Buildings under
utility system
construction
Land
Buildings
for rent
762
3,459
80
86
4,387
-
(809)
(12)
-
(821)
Net book value
762
2,650
68
86
3,566
As at 31 December 2013:
Cost
575
2,871
-
118
3,564
-
(622)
-
-
(622)
575
2,249
-
118
2,942
Cost
Less: Accumulated depreciation
Net book value
Total
Land
improvement and Buildings under
utility system construction
Land
Buildings
for rent
257
289
80
-
626
-
(86)
(12)
-
(98)
Net book value
257
203
68
-
528
Cost
258
289
-
-
547
-
(71)
-
-
(71)
258
218
-
-
476
Cost
Net book value
Total
Page
129
A reconciliation of the net book value of investment properties for the years 2014 and 2013 is presented
below.
Net book value at beginning of year
Acquisition of assets
Transfers
Depreciation charged
Disposals
Translation adjustments
Net book value at end of year
Consolidated
Separate
2014
2013
2014
2013
2,942
555
292
(200)
(23)
2,435
567
87
(149)
(10)
476
79
(27)
-
491
(15)
-
-
12
-
-
3,566
2,942
528
476
The fair value of the investment properties as at 31 December 2014 and 2013 stated below:
Consolidated
Land, factory and office buildings for rent
Separate
2014
2013
2014
2013
7,262
6,259
632
565
The fair value of the above investment properties has been determined based on valuation performed by
an accredited independent valuer. The fair value of property is not determined on the basis of market price
due to the particular nature of the property and a lack of comparative information. The independent
appraisers therefore used standard models to estimate the value of investment properties, such as the
direct comparison method, discounted cash flow approach and the direct return estimation method, etc.
Key assumptions used in the valuation include yield rate, inflation rate, long-term vacancy rate and
long-term growth in real rental rates.
As at 31 December 2014, Amata Summit Ready Built Co., Ltd. has pledged its investment properties
amounting to Baht 2,662 million (2013: Baht 1,709 million) as collateral against its long-term loans as
described in the Note 18 to the financial statements.
On 16 January 2014, the Board of Directors Meeting of the Company resolved to approve the entering into
the Freehold and Leasehold Real Estate Investment Trust (“REIT”) transactions in principle whereby
Amata Summit Ready Built Co., Ltd., will enter into the sale and lease transactions of investment
properties with a trustee who acting on behalf of and for the benefit of the REIT. The transactions have
approximate value not more than Baht 4,750 million (the final selling price will be mutually agreed between
the contractual parties).
66
-
-
66
-
-
66
Cost:
1 January 2013
Additions
Disposals
Transfers in (Transfers out)
31 December 2013
Additions
Disposals
31 December 2014
Land
14. Property, plant and equipment
39
-
39
-
-
39
-
Land
improvement
730
90
638
2
-
6
527
2
(1)
104
Buildings
212
(2)
194
20
-
-
149
51
(3)
(3)
Furniture and
equipment
807
49
757
1
-
-
631
126
Utility
system
62
-
63
1
(2)
-
64
1
(2)
-
Motor
vehicles
18
(1)
19
-
-
17
2
-
Other
assets
185
(456)
321
320
-
2
348
255
(284)
Assets under
construction
2,119
(320)
2,097
344
(2)
8
1,841
311
(6)
(57)
Total
Page
130
Annual Report 2014
-
-
-
-
66
66
31 December 2013
Depreciation for the year
Depreciation on disposals
Transfer in (out)
31 December 2014
Net book value:
31 December 2013
31 December 2014
15
9
30
-
24
6
-
-
17
7
-
Land
improvement
390
429
301
-
248
53
-
2
201
46
(1)
Buildings
76
73
139
(1)
118
22
-
-
106
15
(3)
Furniture and
equipment
2013 (Baht 76 million included in cost of utility services, and the balance in administrative expenses)
2014 (Baht 94 million included in cost of utility services, and the balance in administrative expenses)
-
Accumulated depreciation:
1 January 2013
Land
308
311
496
-
449
47
-
-
407
42
-
Utility
system
15
11
51
-
48
5
(2)
-
44
6
(2)
Motor
vehicles
Consolidated financial statements (continued)
2
1
17
(1)
17
1
-
-
17
-
Other
assets
321
185
-
-
-
-
-
Assets under
construction
116
134
1,193
1,085
1,034
(2)
904
134
(2)
2
792
116
(6)
Total
Page
131
34
-
34
-
-
-
34
34
31 December 2013
Additions
31 December 2014
Accumulated depreciation:
1 January 2013
31 December 2013
31 December 2014
Net book value:
31 December 2013
31 December 2014
13
7
28
22
6
16
6
-
35
35
-
35
-
Land
improvement
87
82
32
26
6
21
5
-
114
113
1
-
78
1
34
Buildings
31
26
94
84
10
75
10
(1)
120
115
5
-
105
11
(2)
1
Furniture and
equipment
16
11
104
99
5
89
10
-
115
115
-
106
9
Utility
systems
3
2
26
24
2
25
1
(2)
28
27
1
-
29
(2)
-
Motor
vehicles
2
2
17
17
-
17
-
19
19
-
17
3
(1)
-
Other
assets
81
7
-
-
-
7
81
(74)
67
58
(44)
Assets under
construction
32
29
267
171
301
272
29
243
32
(3)
472
539
7
(74)
471
73
(5)
-
Total
132
2013 (included in administrative expenses)
2014 (included in administrative expenses)
34
-
Cost:
1 January 2013
Additions
Disposals
Land
Page
Annual Report 2014
Page
133
As at 31 December 2014, certain items of buildings and equipment of the Company and its subsidiaries
were fully depreciated but are still in use. The gross carrying amount before deducting accumulated
depreciation of those assets amounted to approximately Baht 528 million and the Company only of Baht
206 million (2013: Baht 485 million and Baht 193 million, respectively).
15. Land awaiting for future development
Included in the balance as at 31 December 2014 is a part of the land awaiting for future development of
the Company and its subsidiary amounting to Baht 108 million and the Company only of Baht 38 million
(2013: Baht 414 million and Baht 38 million, respectively), of which ownership has yet to be transferred
from the seller to the Company and its subsidiary.
16. Bank overdrafts and short-term loans from banks
Bank overdrafts
Short-term loans from banks
Total
Consolidated
Separate
2014
2013
2014
2013
21
67
5
64
693
714
842
909
643
648
842
906
17. Trade and other payables
Consolidated
Separate
2014
2013
2014
2013
Trade payables - unrelated parties
Other payables - related parties (Note 6)
269
4
304
2
61
23
22
Other payables - unrelated parties
193
338
63
122
Total
466
644
147
144
Page
134
Annual Report 2014
18. Long-term loans
Consolidated
Separate
2014
2013
2014
2013
Amata Corporation Plc.
4,197
5,096
4,197
5,096
1,746
327
1,252
360
-
-
225
65
-
-
6,495
6,773
4,197
5,096
(1,747)
4,748
(1,387)
5,386
(1,092)
3,105
(1,102)
3,994
Total
Less: Current portion
Long-term loans - net of current portion
Movements in the long-term loans account during the year ended 31 December 2014 are summarised
below.
Consolidated
Separate
Add: Additional borrowings
6,773
1,595
5,096
500
Less: Repayment
(1,873)
6,495
(1,399)
4,197
The Company
As at 31 December 2014, the Company’s long-term loans from banks comprise credit facilities totaling
Baht 5,485 million (2013: Baht 4,585 million) under numerous agreements. Most of these loans carried
interest at MLR minus certain rate, as stipulated in the agreement. The loan principle is to be paid in quarter
and interest is to be paid in every month. Full settlement of these loans is to be made within
October 2015 to November 2018 (2013: October 2015 to November 2018).
Page
135
Subsidiaries
As at 31 December 2014, the subsidiaries’ long-term loans from banks comprise credit facilities totaling
Baht 6,983 million (2013: Baht 7,591 million) under numerous agreements. Most of these loans carried
interest at MLR minus certain rate, as stipulated in the agreement. The loan principle is to be paid in every
quarter and interest is to be paid in every month. Full settlement of these loans is to be made within May
2017 to September 2022 (2013: March 2016 to September 2022).
The loan agreements contain several covenants which, among other things, require the Company and its
subsidiaries to maintain debt-to-equity ratio and debt service coverage ratio at the rate prescribed in the
agreements, and the Company and its subsidiaries agreed not to mortgage or otherwise encumber the
land with any other parties throughout the loan periods.
As at 31 December 2014, the long-term credit facilities of the Company and its subsidiaries which have
not yet been drawn down amounted to Baht 3,097 million and of the Company only of Baht 243 million
(2013: Baht 4,521 million and Baht 243 million, respectively).
19. Statutory reserve
Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set
aside to a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought
forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not
available for dividend distribution. At present, the statutory reserve has fully been set aside.
20. Revenue from rights of way
In current year, Amata City Co., Ltd. had revenue from Amata B. Grimm Power (Rayong) 1 Limited and
Amata B. Grimm Power (Rayong) 2 Limited for the rights of way granted to enable them to construct
transmission lines and laying down pipes along the roads in the Company’s industrial estate amounting
to Baht 3 million and Baht 8 million, respectively. The right carry no expiration date. (2013: the Company
had revenue from Amata B. Grimm Power 4 Limited and Amata B. Grimm Power 5 Limited amounting to
Baht 67 million each.)
Page
136
Annual Report 2014
21. Income tax
Income tax for the years ended 31 December 2014 and 2013 are made up as follows:
Current tax:
Current tax for the year
Adjustment in respect of income tax of
previous year
Deferred tax:
Related to origination and reversal of
temporary differences
Income tax reported in
the income statements
Consolidated
Separate
2014
2013
2014
2013
176
247
30
-
(14)
5
-
-
188
107
83
158
350
359
113
158
The reconciliation between of accounting profit and income tax is shown below.
Accounting profit before tax
Income tax rate
Accounting profit before tax multiplied
by income tax rate
Adjustment in respect of income tax
of previous year
Tax effect of income and expense that are
not taxable income or not deductible
in determining taxable profit
Income tax reported in the income
statements
Consolidated
Separate
2014
2013
2014
2013
2,931
2,287
2,017
1,085
20%, 22%
20%, 25%
20%
20%
591
633
403
217
(14)
5
-
-
(227)
(279)
(290)
(59)
350
359
113
158
Page
137
The components of deferred tax assets and liabilities in the statements of financial position are as follows:
Consolidated
2014
2013
Deferred tax assets (liabilities)
Deposits and advances received from customers
Unused tax loss
Provision for long-term employee benefits
Revenue received in advance
Others
Total
Presented as
Deferred tax assets
Deferred tax liabilities
Total
Separate
2014
2013
52
(44)
5
(237)
41
(183)
189
57
(48)
5
(222)
37
18
12
(29)
5
(12)
43
57
(33)
4
71
25
(208)
(183)
203
(185)
18
(12)
(12)
71
71
As at 31 December 2014, a subsidiary company has deductible temporary differences and unused tax losses
totaling Baht 39 million (2013: Baht 21 million). No deferred tax assets have been recognised on these
amounts as the subsidiary believes future taxable profits may not be sufficient to allow utilisation of the
temporary differences and unused tax losses.
22. Expenses by nature
Significant expenses classified by nature are as follows:
Cost of land and attributable development costs
Changes in cost of real estate development costs and
land awaiting for future development
Subcontract and maintenance services expenses for the
water production system
Raw water purchase
Salaries and wages and other employee benefits
Specific business tax
Land transfer fee and other taxes
Depreciation and amortisation
Electricity expenses
Consolidated
2014
2013
1,270
1,539
Separate
2014
2013
514
559
921
959
734
331
282
126
226
182
90
352
132
242
122
268
172
125
277
109
115
115
37
66
2
134
83
36
55
1
Page
138
Annual Report 2014
23. Promotional privileges
The Company and its subsidiaries have received promotional privileges from the Board of Investment.
Subject to certain imposed condition, the privileges include an exemption from corporate income tax for
promoted operations.
In 2014, the Company and its subsidiaries had revenues, determined in accordance with tax legislation,
of promoted operations amounting to Baht 4,042 million, and of the Company only amounting to Baht 2,953
million (2013: Baht 1,802 million and Baht 634 million, respectively).
24. Basic earnings per share
Basic earnings per share is calculated by dividing profit for the year attributable to equity holders of the
Company (excluding other comprehensive income) by the weighted average number of ordinary shares
in issue during the year.
25. Segment information
Operating segment information is reported in a manner consistent with the internal reports that are
regularly reviewed by the chief operating decision maker in order to make decisions about the allocation
of resources to the segment and assess its performance.
Transfer prices between business segments are as set out in Note 6 to the financial statements.
The following tables present revenue and profit information regarding the Company and its subsidiaries’
operating segments for the year ended 31 December 2014 and 2013.
Page
139
Business segments:
Industrial
estate
development Utility services
segment
segment
Elimination of
inter-segment
revenues Consolidation
Rental
segment
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
Revenue from external
customers
5,348
5,343
1,359
1,253
688
568
-
-
7,395
7,164
Intersegment revenues
Total revenues
441
5,789
636
5,979
54
1,413
49
1,302
40
728
41
609
(535)
(535)
(726)
(726)
7,395
7,164
Segment income
Unallocated income and
expenses:
Interest income
Other income
Selling expenses
Share of profit from associated
companies
Finance cost
3,156
2,845
222
206
449
386
3,827
3,437
11
90
134
(358)
(660)
98
96
148
(426)
(815)
226
(360)
99
(350)
(350)
2,560
(359)
1,928
Income tax
Profit for the year
Geographical segments:
For the years ended 31 December
Segment in Thailand
Segment revenue
Segment profit
Segment in Overseas
Total
2014
2013
2014
2013
2014
2013
6,798
3,580
6,525
3,088
597
247
639
349
7,395
3,827
7,164
3,437
Page
140
Annual Report 2014
26. Provident fund
The Company and its subsidiaries and their employees have jointly established a provident fund in
accordance with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees
each contribute to the fund monthly at the rate of 5 percent to 15 percent of basic salary. The fund, which
is managed by Kasikorn Asset Management Co., Ltd., will be paid to employees upon termination in
accordance with the fund rules. During 2014, the Company and its subsidiaries contributed Baht 9 million
and the Company only of Baht 6 million (2013: Baht 8 million and Baht 5 million, respectively) to the fund.
27.Dividends
Dividends
Interim dividends for 2014
Final dividends for 2013
Approved by
Board of Directors’ meeting
on 12 November 2014
Annual General Meeting of the
shareholders on 21 April 2014
Total dividends for 2014
Interim dividends for 2013
Final dividends for 2012
Board of Directors’ meeting
on 12 November 2013
Annual General Meeting of the
shareholders on 22 April 2013
Total dividends for 2013
Total dividends
Dividend
per share
(Unit: Baht per share)
213
0.20
267
480
0.25
0.45
267
0.25
320
587
0.30
0.55
28. Commitments and contingent liabilities
28.1 Long-term commitments
The Company
On 19 December 2005, the Company entered into an agreement with Amata Spring Development
Company Limited (ASDL) to lease and sell land in Amata Nakorn Industrial Estate to the latter for
development of its golf course project. Pertinent terms of this agreement are summarised below.
1. The Company agrees to lease 274,653 square wah (approximately 687 rais) of land to ASDL for an
annual rental of Baht 2 million, commencing from 1 January 2010. The lease is for a period of 30 years
and can be renewed on the same terms for another 30 years after the expiration of the initial lease
term.
Page
141
2. The Company agrees to sell 46,443 square wah (approximately 116 rais) of land to ASDL at Baht 7,300
per square wah. ASDL is to pay a deposit of Baht 30 million in 5 equal annual installments of not less
than Baht 6 million per annum commencing from the date ASDL obtains a land subdivision permit
from the authorities. The balance is to be paid within 2 years after the transfer of the land to ASDL.
Amata (Vietnam) Joint Stock Company Limited
The subsidiary company had outstanding commitments to pay remuneration to the Vietnamese government
agency pursuant to the agreement as follows.
- To lease land area of 241.04 hectare at the rate of USD 1,000 per hectare per annum and will increase
15 percent every 5 years commencing on 1 January 2006.
- To lease land area of 0.47 hectare at the rate of VND 58 million per hectare per annum for the first five
years, after that it will be adjusted in accordance with approval of the Vietnamese government.
- To lease land area of 140.75 hectare at the rate of VND 145 million per hectare per annum for the first
five years, after that it will be adjusted in accordance with approval of the Vietnamese government.
- To lease land area of 67.97 hectare at the rate of VND 20.995 million per hectare per annum for the first
- To lease land area of 17.10 hectare at the rate of VND 36.225 million per hectare per annum for the first
- To lease commercial land area of 15.39 hectare at the rate of VND 750 million per hectare per annum
for the first five years, after that it will be adjusted in accordance with approval of the Vietnamese
government.
Amata Asia Limited
The subsidiary company had outstanding commitments to pay remuneration of USD 2.5 million for the
receipt of the transfer of the right from an unrelated company to jointly-develop an industrial area in
overseas and to pay remuneration at a rate of 5% of rental received from the sub-lease.
Amata Water Company Limited
In order to facilitate the supply of sufficient water to meet consumer demand in Amata Nakorn Industrial
Estate and Amata City Industrial Estate, the subsidiary company has entered into several long-term
agreements with other companies to purchase raw water and production to tap water at prices and in
quantity stipulated in the agreements, with the prices subject to increase based on the Consumer Price
Index. The agreements will expire between 2017 and 2030.
28.2Guarantees
(1) As at 31 December 2014, the Company has guaranteed bank credit facilities of its subsidiaries up to
the amount of Baht 32 million (2013: Baht 32 million).
(2) As at 31 December 2014, there were outstanding bank credit facilities for a total of Baht 577 million
(2013: Baht 577 million) issued by banks on behalf of the Company to guarantee the joint investments
in Amata B. Grimm Power 4 Limited and Amata B. Grimm Power 5 Limited.
Page
142
Annual Report 2014
(3) As at 31 December 2014, there were outstanding bank guarantees of approximately Baht 25 million
issued by banks on behalf of the Company and its subsidiaries and the Company only of Baht 3 million
(2013: Baht 24 million and Baht 3 million, respectively) to guarantee electricity use and other
contractual performance of the Company and its subsidiaries.
(4) As at 31 December 2014, there were outstanding letters of guarantee for a total of Baht 1,024 million
issued by banks to the Industrial Estate Authority of Thailand to guarantee performance of the
Company and its subsidiary and the Company only of Baht 441 million (2013: Baht 740 million and Baht
200 million, respectively) under the agreement to jointly-develop the Amata Nakorn Industrial Estate
in Chonburi and the Amata City Industrial Estate in Rayong.
29. Operating lease for which the Company and its subsidiaries acts as a lessor
The Company and its subsidiaries have several operating lease agreements in respect of the lease of land,
office and factory buildings. The terms of the agreements are generally between 6 months to 50 years. As
at 31 December 2014, future minimum rental income to be generated under these operating leases is as
follows.
Separate
Consolidated
financial statement
Less than 1 year
1 to 5 years
More than 5 years
financial statement
2014
2013
2014
2013
519
578
496
459
524
372
48
95
313
41
61
238
30. Financial instruments
30.1 Financial risk management
The Company and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No.107
“Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents,
current investments, trade and other receivables, loans, trade and other payables and short-term and
long-term borrowings. The financial risks associated with these financial instruments and how they are
managed is described below.
Credit risk
The Company and its subsidiaries are exposed to credit risk primarily with respect to trade and other
receivables and loans. The Company and its subsidiaries manage the risk by adopting appropriate credit
control policies and procedures and therefore do not expect to incur material financial losses. In addition,
the Company and its subsidiaries do not have high concentrations of credit risk since they have a large
customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other
receivables and loans as stated in the statement of financial position.
Page
143
Interest rate risk
The Company and its subsidiary exposure to interest rate risk relates primarily to their cash at banks,
current investments, bank overdrafts, loans, and short-term and long-term borrowings. However, since
most of the Company and its subsidiaries’ financial assets and liabilities bear floating interest rates or
fixed interest rates which are close to the market rate. The interest rate risk is expected to be minimal.
Foreign currency risk
The Company’s and its subsidiaries’ exposure to foreign currency risk is considered to be low since the
majority of their business transactions are denominated in local currency.
30.2 Fair values of financial instruments
Since the majority of the Company and its subsidiaries’ financial instruments are short-term in nature or
bear floating interest rates, their fair value is not expected to be materially different from the amounts
presented in the statement of financial position.
A fair value is the amount for which an asset can be exchanged or a liability settled between
knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference
to the market price of the financial instrument or by using an appropriate valuation technique, depending
on the nature of the instrument.
31. Capital management
The primary objective of the Company’s capital management is to ensure that it has appropriate capital
structure in order to support its business and maximise shareholder value. As at 31 December 2014, the
Group’s debt-to-equity ratio was 0.81:1 (2013: 1.18:1) and the Company’s was 0.89:1 (2013: 1.70:1).
32. Approval of financial statements
These financial statements were authorised for issue by the Company’s Board of Directors on 17 February
2015.
Superb
Management
Team
Page
145
Executives’
Biographies
001
Mr.Yoot Rojvirasingh
004
Mr.Kasem Pornananrat
002
003
Mr.Surakij Kiatthanakorn
Mr.Siew Ko Chuen
005
006
Ms.Songchom Tangnawapan
Mr.Chairat Suwanvicharn
Page
146
007
Mr.Paradorn Songsuwan
010
Mrs.Varaporn
Vatcharanukroh
013
Mrs. Chindanat
Pheschawong
Annual Report 2014
008
Mr.Viwat Kromadit
011
Ms.Dendao Komolmas
014
Mr.Yasuo Tsutsui
009
Mr.Kamjorn Vorawongsakul
012
Ms.Chindarat Ungsukulchai
Page
147
001
002
003
Position in Amata Corporation PCL.
• Chief Business Officer
• Deputy Chief Business Development /
Infrastructure
• Senior Vice President of Accounting &
Finance, Information Technology and
Investor Relations
Age
• 51 Years
Education
• Master degree in Marketing,
Thammasat University
• Master degree in Construction
Management, Chulalongkorn
University
• Bachelor degree in Civil Engineering,
Age
• 47 Years
Age
• 47 Years
Education
• Master Degree in Management, Sasin
Graduate Institute of Business
Administration of Chulalongkorn
University
• Master Degree in Communication &
DSP, Imperial College London
Education
• Bachelor degree in Commerce
(Accounting & Finance),
• Griffith University, Brisbane, Australia
• Associate Member of Australian Society of
Certified Public Accountant (ASCPA)
Other Current Position
•None
•None
•None
Experience
• 2003-2011 CEO, 304 Industrial Park
Co.,Ltd.
• 2000-2013 Director of Thailand
Science Park, National Science and
Technology Development Agency
Experience
• 1996-2009 : vice president Siemens
communication Thailand
• 2010-2012 : Head of sale Business
solutions Nokia Siemens networks
Thailand
• 2013-2014 : senior vice president
business development Loxley
wireless
Experience
• Schneider Electric S.A. France
• 1996 – 2005 Regional Financial Controller
and Director in MGE Asia Pte. Ltd. (Singapore)
for South Asia Pacific Zone
• 2005 – 2009 Country Finance Director in PT
Schneider Indonesia
• 2009 – 2012 Country CFO and Director in
Schneider (Thailand) Limited
• 2012 – 2013 Director Project Finance (East
Asia) in Schneider Electric South East Asia
(HQ) Pte. Ltd. (Singapore)
Years of Service in
Amata Corporation PCL.
• 1 Year 7 Months
Shares acquired
•None
Years of Service in
• 3 Months
Shares acquired
•None
Years of Service in
• 1 Year 10 Months
Shares acquired
•None
Page
148
Annual Report 2014
004
005
006
Age • 47 Years
Age
• 53 Years
Age
• 53 Years
Education
• Master’s degree in Engineering
Management, The George Washington
University
• Bachelor’s degree in Electrical
Engineering, King Mongkut’s Institute
of Technology Ladkrabang
Education
• Bachelor’s degree in English,
Education
• Bachelor’s degree in law,
Ramkhamhaeng University
Other Current Positions
• Director, Amata (Vietnam) Joint Stock
Company
• Director, Amata VN PCL.
• Director, Amata Global Ltd.
•None
• Vice President : Amata ICT Project
President
•None
Experience
• 2008-2011 Deouty Managing Director ,
Digital Research and Consulting Co.,
Ltd
• 2011-2014 Public Sector Sale
Director, Microsoft (Thailand) Ltd.
• 2014-Present Conntry Manager, Rhipe
Technology (Thailand) Co., Ltd.
• Vice President/ Marketing and Sales
Department
Years of service in Amata
Corporation PCL.
• 25 years
• Vice President/ Land and Government
Affairs Department
Corporation PCL.
• 26 years
Shares acquired
•None
Shares acquired
•None
Years of Service in
• 1 Year 8 Months
Shares acquired
•None
007
008
009
• Senior Vice President / Oversea
Engineering New Project
• Vice President of Group Engineering
Project
Age
• 60 Years
Age • 52 Years
Education
• Bachelor’s degree in civil
engineering, Chiangmai University
Education
• Master Degree in Management,
Kasetsart University
• Master Degree in Management, Sasin
Graduate Institute of Busuness
Administation of Chulalongkorn
University
•Vice President/ Relationship
Management Department
Age
•59 Years
Education
•Master’s degree in business
administration, Kasetsart
University
• Director, Amata Water Co.,Ltd
• Director, Amata Facility Services
Co.,Ltd
• Director, Amata Summit Ready Built
Co.,Ltd
•None
Corporation PCL.
• 22 years
Experience
• 2003-2011 Managing Director,
Kromadit Corp Co.,Ltd.
Shares acquired
•None
Years of Service in Amata
Corporation PCL.
• 3 Years
Shares acquired
•None
•None
Corporation PCL.
•26 years
Shares acquired
•None
Page
149
010
011
012
Age
• 56 Years
Age
• 53 Yearse
Age
• 53 Years
Education
• Bachelor’s degree in accounting,
• Training with the Thai Institute of
Directors Association (IOD)
• Company Secretary Program, 2003
• Effective Minute Taking, 2006
• Board Reporting Program, 2013
Education
• Master’s degree in business
administration, National Institute of
Development Administration NIDA
Education
• Master Degree in Business
Administration, Ramkhamhaeng
University
Co.,Ltd
• Director, Amata Summit Ready Built
Co.,Ltd
• Director, Thai-Chinese Rayong
Industrial Realty Development Co.,
Ltd.
•None
• Company Secretary
• Director, Amata Development Co.,
Ltd.
• Director, Amata Mansion Service Co.,
Ltd.
• Director, Vantec Amata Logistics
Years of service in Amata Corporation PCL.
• 25 years
Shares acquired
•232,840
• Vice President/ Corporate Financ
Director, Amata Global Ltd.
• Inspection Committee, Amata
(Vietnam) Joint Stock Company
• Managing Director, Amata Summit Reit
Management Co., Ltd.
• Vice President of Group Accounting
Experience
• 1993-2014 Senior Manager
• Finance & Control, Schneider Group
Years of Service in
• 9 Months
Shares acquired
•None
Years of service in
• 24 years
Shares acquired
•None
013
014
• Senior Human Resources &
Administration Department Manager
• Marketing Manager
Age
• 57 years
Education
• Master Degree in Educatio,
•None
Years of service in
• 3 year 4 months
Age
• 43 years
Education
• Bachelor’s degree in English, Kansai
Gaidai University Japan
•None
Years of service in
• 16 years
Page
150
Annual Report 2014
Executives’
Biographies (Subsidiaries)
001
Mrs. Somhatai Panichewa
004
Mr. Aukkares Choochouy
002
Mr.Kampol Tatiyakavee
005
Ms. Janjira Yamyim
003
Mr. Chuchat Saitin
Executives’ Biographies (Subsidiaries)
001
Page
151
Position in Amata VN PCL.
• Director and Chief Executive Officer
002
Position in Amata VN PCL.
• Director and Chief Operating Officer
003
Age
• 49 years
Age • 55 Years
Age
• 53 years
Education
• Master’s degree in management,
Sasin Graduate Institute of Business
Administration, Chulalongkorn
University
Education
• Master Degree in Science in Industrial
Engineering, The university of Texas
at Arlington
Education
administration, Burapha University
• Bachelor’s degree in civil engineering,
Chiangmai University
• Chairperson of Investment Board,
• Director & CEO, Amata Asia Ltd.
• Director & President, Amata (Vietnam)
Joint Stock Company
• Director, Amata Holding Co.,Ltd.
• Director, Chewathai Ltd.
• Director, Global Environmental
Technology Co., Ltd. (GETCO)
• Director, APT 30 Corporation Co.,Ltd.
• Director, Amata Foundation
•None
Position in Amata Water Co., Ltd.
• Managing Director
Co.,Ltd
Experience
• 2008-2010 CEO, Pataya Food
Industries Limited
• 2010-2013 CEO, Daidomon Group
Public Co.,Ltd.
Years of Service in Amata VN PCL.
• 1 Year 7 Months
Years of service in Amata Water Co.,
Ltd.
• 13 years
Shares acquired
•None
Years of service in Amata Group
• 10 years
004
005
Position in
• Managing Director
Position in
•Managing Director
Age
•47 years
Education
•Master’s degree in business
administration, Boston University
U.S.A.
Age
• 47 years
Education
administration, Southwest Missouri
State University U.S.A.
• Bachelor’s degree in economics,
• Director, Amata Natural Gas
Distribution Co., Ltd.
• Director, Strategic Engineering and
Advance Logistics Services (Thailand)
Co., Ltd.
•None
Years of service in
•10 years
Years of service in Amata Group
• 15 years
Page
152
Annual Report 2014
List of Company’s Directors and Executives and Position Holding in Company,
Subsidiary, Associate and Other Company
Subsidiary
Name
MR. CHACKCHAI
PANICHAPAT
MR. VIKROM KROMADIT
X, //
/, //** /, //
MR. VIBOON KROMADIT
/, //,** /, //
MR. ANUCHA
SIHANATKATHAKUL
MR. NOPPUN
MUANGKOTE
ASSOC. PROF. DR.
SOMCHET THINAPHONG
MR. VATANA
SUPORNPAIBUL
MR. YOOT ROJVIRASINGH
Associated Company
Other Company
City
AVN
AW
AFS
AAsia
ASRB
Amata VN
TCR
Global
ASRB-R
BIP-D
VIA
ANGD
ABPL
SEALS
ABP4
ABP5
ABP3
BIP-S
APBH
ABPR1
ABPR2
Company
/, //
/
/
/
X / X
/, // /, // / /, //
/
/,//
/ / / / /
/ /, //
/
/
/
/
**
MR. SIEW KO CHUEN
**
MR. SURAKIJ
KIATTHANAKORN
MR. KASEM
PORNANANRAT
MS. SONGCHOM
TANGNAWAPAN
MR. CHAIRAT
SUWANVICHARN
MR. PARADORN
SONGSUWAN
MR. VIWAT KROMADIT
*
MR. KAMJORN
VORAWONGSAKUL
MRS. VARAPORN
VATCHARANUKROH
MS. DENDAO KOMOLMAS
*
*
*
MS. CHINDARAT
UNGSUKULCHAI
*
*
*
/ *
*
/, // /, //
/
/
/
/ / /
*
/, //
/
/,// /
/ /
/
Page
Remark: City
AVN
AW
AFS
AAsia
ASRB
Amata VN
TCR
Global
ASRB-R
BIP-D
VIA
ANGD
ABPL
SEALS
ABP 4
ABP 5
ABP 3
BIP-S
APBH
ABPR 1
ABPR 2
X
/
//
**
*
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
=
153
Amata Asia Ltd.
Amata VN PCL.
Amata Summit Reit Management CO., LTD.
Amata B. Grimm Power Ltd.
Strategic Engineering and Advance Logistics Services (Thailand) Co., Ltd.
Amata B. Grimm Power 4 Ltd.
Amata Power (Bien Hoa) Co., Ltd.
Amata B. Grimm Power (Rayong) 1 Ltd.
Amata B. Grimm Power (Rayong) 2 Ltd.
Chairman
Director
Executive Director
Executive under the definition of SEC
Executive
Page
154
Annual Report 2014
Directors in Amata
Subsidiaries
Subsidiaries
Name
Mr. Arsa Sarasin
Pol. Gen. Chavalit
Yodmani
Mr. Vikrom Kromadit
Mr. Harald Link
Mr. Anucha
Sihanatkathakul
Mr. Chackchai
Panichapat
Mr. Viboon Kromadit
Mrs. Somhatai
Panichewa
Dr. Worapatr
Todhanakasem
Mr. Paradorn
Songsuwan
Mr. Kamolchai
Pattarodom
Mr. Thanapat Sornkul
Mr. Chuchat Saitin
Ms. Songchom
Tangnawapan
Ms. Janjira Yamyim
Ms. Karntima
Charoenchaiprasert
Ms. Dendao Komolmas
Amata
(Vietnam)
Amata
Amata Joint Amata Facility
City Co., Stock Water Services Amata
Ltd. Company Co., Ltd. Co., Ltd. Asia Ltd.
X
/, //
Amata
Thai-Chinese
Amata
Summit
Rayong
Reit
Ready
Industrial Realty Amata ManageBuilt Amata Development Global ment
Co., Ltd. VN PCL.
Co., Ltd.
Pte.Ltd. Co.Ltd.
X
/, //
/
X
/
/
/
/, //
X
/
/, //
/, //
/, //
/
/
X
/
/, //
/, //
/
/
/
/, //
/, //
/
/, //
/
/, //
/
/
/
/
/
/, //
/
/, //
Ms.Ng Choon Soon
/
/, //
/
/
/
Page
155
Subsidiaries
Name
Mr. Aukkares
Choochouy
Mr. Choothong
Patanatmarueng
Mr. Santi
Patanatmarueng
Mr. Thaveechat
Jurangkool
Mr. Kornkrit
Jurangkool
Mrs. Ajarie Visessiri
Mr. Mats Anders
Lundqvist
Mr. Chu Thanh Son
Mr. Do Ngoc Son
Mr. Huynh Ngoc
Phien
Mrs. Pham Thi Thanh
Huong
Mr. Nguyen Minh Huy
Mr. Kampol
Tatiyakavee
Pol General Chidchai
Vanasatidya
Mr. Wang Licheng
Mr. Xiao Qi Jing
Mr. Xu Gen Luo
Mr. Zhoa Bin
Mr. Suan Snidvongs
Na Ayuthaya
Mr. Apinan Na
Ranong
หมายเหตุ
Amata
(Vietnam)
Amata
Amata Joint Amata Facility
City Co., Stock Water Services Amata
Ltd. Company Co., Ltd. Co., Ltd. Asia Ltd.
Amata
Thai-Chinese
Amata
Summit
Rayong
Reit
Ready
Industrial Realty Amata ManageBuilt Amata Development Global ment
Co., Ltd. VN PCL.
Co., Ltd.
Pte.Ltd. Co.Ltd.
/, //
X, //
/,//
/
/
/
/
/
/
X
/
/
/
/
/
/
X
/
/
/, //
/, //
/
/
X = Chairman
/ =Director
// = Executive Director
World’s Leading Industrial City Developer.
THAILAND
BANGKOK OFFICE
Amata Nakorn Industrial Estate
700 Moo 1 Klong Tamru,
Muang Chonburi, 20000 Thailand
Tel : +66 38 939 007
Fax : +66 38 939 000
2126 Kromadit Building
New Petchburi Road, Bangkapi,
Huay Kwang, Bangkok, 10310
Thailand
Tel : +66 2 792 0000
Fax : +66 2 318 1096
AMATA CITY CO., LTD.
Amata City Industrial Estate
7 Moo 3 Bowin, Sriracha
Chonburi 20230 Thailand
Tel : +66 38 497 007
Fax : +66 38 497 000
VIETNAM
Long Binh Ward, Bien Hoa City,
Dong Nai Province, Vietnam
Tel : (84) 61 3991 007
Fax : (84) 61 3892 895

Annual Report 2014

Transcription

Similar documents

COOPERATION AGREEMENT Between FUTURE UNIVERSITY And

Nana review Tsubohachi Nihonmachi

Help us to make the world a better home for disabled children

2011 - The Couchiching Conservancy

Environmental & Sustainability Policy (6-11-A-PD)

AVS24 2.4 GHZ Wireless Audio/Video Sender

Internet Society Community and Our Supporters

Letter to shareholders

HEMINEVRIN - Alcohol and Alcoholism