13.07.2015 Views

Untitled - Berli Jucker Public Co. Ltd.

Untitled - Berli Jucker Public Co. Ltd.

Untitled - Berli Jucker Public Co. Ltd.

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

VALUING OUR PARTNERSHIPS AND PEOPLEPartnerships are about people sharing acommon purpose – a commitment tosucceed or fulfill one’s mission. Thepassion and energy derived from apartnership provide the catalyst forsustained growth and profitability.At <strong>Berli</strong> <strong>Jucker</strong>, we not only treasure butnurture healthy relationships with ourprincipals and customers. We motivateand reward, too, our people whosededication and superior performance arecrucial to our strive for high quality andoutstanding service. Our partnershipsand our people are integral to thepursuit of core beliefs and values of thecompany.1


OUR VISIONTo be a trusted provider of valued partnerships,consistently high product quality and outstandingservice to our customers and principals.2


OUR MISSIONTo apply transparent and consistent managementpractices and principles in pursuit of our vision andcore values.To generate economic value added benefits for ourshareholders, partners and employees.3


OUR CORE BELIEFSAND VALUESINTEGRITYAdvocating transparency, sincerity andfairness in dealing with our partners,principals, customers and colleagues.ENTREPRENEURSHIPEmbracing our entrepreneurial heritageand constantly seeking new markets andbusiness opportunities.COMMITMENTDelivering the right quality and the rightquantity on time every time; seekingopportunities to better serve our partners,customers and principals; pursuing anenthusiastic determination to supportand achieve common goals of thecompany; and endeavoring to developand reward talented and committedteam players who contribute towards thecommon goals of the company.SOCIAL RESPONSIBILITYIn driving for growth we retain a keensense of social, civic and environmentalresponsibility.5


CONTENTSORGANIZATIONAL STRUCTUREFINANCIAL HIGHLIGHTSCHAIRMAN’S REPORTBOARD OF DIRECTORSMANAGEMENT BOARDEXECUTIVE SUMMARYCORPORATE RESPONSIBILITYOPERATIONAL REVIEWPackaging<strong>Co</strong>nsumer ProductsTechnical and Industrial<strong>Co</strong>nstruction and EngineeringLogisticsInformation TechnologyFINANCIAL REVIEWAUDIT COMMITTEE’S REPORTAUDITOR’S REPORTFINANCIAL STATEMENTSTHE 15 PRINCIPLES OFGOOD GOVERNANCEDIRECTORS’ REPORTCONTACT INFORMATION781014161821263240485256586465661441541586


ORGANIZATIONALSTRUCTUREBJC Board of DirectorsRemuneration<strong>Co</strong>mmitteeAudit<strong>Co</strong>mmitteeExecutive BoardGroup Audit DivisionPresidentPackagingBusiness Group<strong>Co</strong>nsumerProducts GroupTechnical & IndustrialProducts Group<strong>Co</strong>nstruction &Engineering GroupLogistics GroupInformationTechnology GroupBJC GlassBJCMarketing <strong>Co</strong>., <strong>Ltd</strong>.BJCTrading <strong>Co</strong>., <strong>Ltd</strong>.BJCEngineering <strong>Co</strong>., <strong>Ltd</strong>.<strong>Berli</strong> <strong>Jucker</strong>Logistics <strong>Ltd</strong>.T.C.C.Technology <strong>Co</strong>., <strong>Ltd</strong>.Thai GlassIndustries<strong>Public</strong> <strong>Co</strong>., <strong>Ltd</strong>.<strong>Berli</strong> <strong>Jucker</strong>Cellox <strong>Ltd</strong>.BJC HeathcareThai-ScandicSteel <strong>Co</strong>., <strong>Ltd</strong>.BJC Imaging<strong>Berli</strong> Dynaplast<strong>Co</strong>., <strong>Ltd</strong>.Rubia Industries <strong>Ltd</strong>.BJC Stationery<strong>Berli</strong> <strong>Jucker</strong>Foods <strong>Ltd</strong>.<strong>Berli</strong> <strong>Jucker</strong>Specialties <strong>Ltd</strong>.<strong>Co</strong>rporate DevelopmentDivision<strong>Co</strong>mpany Secretary& <strong>Co</strong>rporate AffairsFinance & AccountingDivisionGroup Human ResourcesDivisionBuilding and Office Administration DivisionLegal Division7


FINANCIALHIGHLIGHTS(Baht million) (Baht million) %2006 2005 Inc/(Dec)Sales by business linesPackaging 5,085.2 4,982.9 2<strong>Co</strong>nsumer Products 5,955.3 5,521.2 8Technical & Industrial 3,566.6 3,490.8 2<strong>Co</strong>nstruction and Engineering 559.5 892.1 (37)Logistics 6.0 3.5 71Information Technology - 42.1 (100)Total sales 15,172.6 14,932.6 2Other income 390.6 229.1 70Total revenues 15,563.2 15,161.7 3Operating income 1,367.2 1,496.6 (9)Interest expense (154.0) (100.5) 53Net income before taxation and minority interests 1,213.2 1,396.1 (13)Taxation (343.0) (431.1) (20)Net income before minority interests 870.2 965.0 (10)Minority interests (2.7) (9.0) (70)Net income 867.5 956.0 (9)Shareholders' equity 8,613.4 8,303.6 4Net assets 8,779.5 8,472.4 4Net Debt 2,706.8 2,970.5 (9)Per share data (Baht)Earnings 5.53 6.09 (9)Interim dividend 1.50 1.50 -Final dividend 1.50 2.00 (25)Total dividend 3.00 3.50 (14)Book value 54.87 52.89 48


Total Revenues (Baht Million)Net Income (Baht Million)16,0001,20014,00012,00010,0001,0008008,0006006,0004,0002,00040020002002 2003 2004 2005 200602002 2003 2004 2005 2006Total Assets (Baht Million)Shareholders’ Equity (Baht Million)16,0009,00014,00012,00010,0008,0006,0004,0002,0008,0007,0006,0005,0004,0003,0002,0001,00002002 2003 2004 2005 200602002 2003 2004 2005 20069


CHAIRMAN'SREPORT“Our financial strategy is designedto achieve the proper balanceover the long term betweencreating and distributingshareholder value.”10


The year 2006 was not altogether a smooth ridefor the Thai economy. Burdened by both internaland external factors, the economy grew at amodest 4-5%, almost the same level as in 2005.The volatility of global oil prices continued tohave a negative impact with the knock-on effectof high fuel costs leading to a weakeneddemand in consumption. High interest rates inthe first half of the year, ongoing unrest inSouthern Thailand and heavy floods in manyprovinces throughout the country also contributedto impeding growth. Political tensions that havesimmered since early on in the year andeventually resulted in a major change ingovernment towards the end of 2006 also didnot help to stem the momentum of a slowingeconomy.<strong>Co</strong>nsequently, overall earnings of <strong>Berli</strong> <strong>Jucker</strong><strong>Public</strong> <strong>Co</strong>mpany Limited (BJC) were notanticipated to improve notably on the level weachieved in 2005, particularly with rising rawmaterial and oil prices contributing to higheroverheads.Nonetheless, I am pleased to report that BJC’stotal consolidated revenues for the year endedDecember 31, 2006 were Baht 15,563 million.This represents a growth of 3%, compared with2005. However, BJC Group’s net earnings,which stood at Baht 5.53 per common shareversus Baht 6.09 per common share in 2005,posted a decline of 9% from the 2005earnings. After-tax profit of the Group,amounting to Baht 868 million, declined mainlybecause we did not increase the price of ourproducts even though average raw materialcosts were up by 8% and oil and energy costs,too, increased by 19% in 2006.11


“<strong>Co</strong>nsistent with the core beliefs of the <strong>Co</strong>mpany, we maintainongoing efforts to value and nurture healthy partnershipswith our principals.”In earnest, our performance overall at BJC hasbeen commendable in light of an increasinglycompetitive climate and challenging circumstancesin which businesses have had to operate. Forinstance, the Packaging Group has managed toimprove product quality and reduce productioncosts. While sales in some segments of our<strong>Co</strong>nsumer Products category have dropped,intensive marketing efforts have helped to boostgrowth of products in Food, Snack and PersonalCare categories. Most of our businesses in theTechnical and Industrial group have continuedto record a healthy growth. Moreover, ourLogistics and Information Technology businesseshave been on a path of solid growth.Growth depends on our ability to succeed inwhat we believe are the key fundamentals of ourbusiness – product, quality, cost, customersatisfaction and people. We continue toproduce products of high quality and at coststhat satisfy our customers. Our focus onproviding outstanding service that delights ourcustomers as well as our principals remainsstrong. <strong>Co</strong>nsistent with the core beliefs of the<strong>Co</strong>mpany, we maintain ongoing efforts to valueand nurture healthy partnerships with ourprincipals. Moreover, we have stepped upefforts in establishing and energizing a spirit ofteamwork among our professionals andspecialists from different disciplines as well asdeveloping capabilities of our employees so thattheir potential, and that of the <strong>Co</strong>mpany, can12


grow. And importantly, we continue to advocatecorporate governance by being transparent inthe way we work and upholding honesty andintegrity in all our relationships. These and othercore beliefs and values will be relentlesslypursued in fulfillment of the <strong>Co</strong>mpany’s vision.We believe the best way to serve shareholdersis to put our customers first. And we knowthat our shareholders won’t be served unlessour employees are inspired and unless ourprincipals and our suppliers are businesspartners in our enterprise.Managing a company always involvescompromises between the short term and thelong term. It also involves balancing the needsof various stakeholders. And our financialstrategy is designed to achieve the properbalance over the long term between creatingand distributing shareholder value. This balancerequires solid decisions on maintaining sufficientfinancial flexibility and making capital investmentdesigned to maximize growth in earnings andreturn on our investments. We at BJC arefortunate because the company is solidlypositioned to meet these challenges.On behalf of the Board of Directors, I thank allour shareholders as well for their confidenceand trust in the <strong>Co</strong>mpany. We are thankful, too,to all our business partners and customers fortheir continued and steadfast support.All of you have given us such strong grounds foroptimism for the future of the <strong>Co</strong>mpany. Weremain committed as ever to growing <strong>Berli</strong><strong>Jucker</strong>.Charoen SirivadhanabhakdiChairman of the BoardAnd going forward in 2007, we must beadequately prepared to take on further challengingprospects. A slower growth anticipated in theglobal economy or any negative impact on thedomestic economy resulting from prolongedpolitical uncertainty, among other factors, willundoubtedly influence performance.The drive and resolve shown by our people toperform as they have in the past year has beenmost gratifying. I would like to thank all ouremployees, including all members of ourManagement Board and our Board of Directors,for your continued devotion and contribution tothe progress of <strong>Berli</strong> <strong>Jucker</strong>.13


BJC BOARD OFDIRECTORS1. Mr. Charoen SirivadhanabhakdiChairman / Chairman, Executive Board / Chief Executive Officer2. Khunying Wanna SirivadhanabhakdiVice Chairman / Remuneration <strong>Co</strong>mmittee Member3. Mr. Narong Srisa-anVice Chairman / Vice Chairman, Executive Board / Remuneration <strong>Co</strong>mmittee Member4. Dr. Chaiyut Pilun-OwadDirector / Vice Chairman, Executive Board / Remuneration <strong>Co</strong>mmittee Member5. Mr. Sompoth KosumDirector / Executive Director / Chief Financial Officer6. Mr. Sithichai ChaikriangkraiDirector / Executive Director7. Mr. Thapana SirivadhanabhakdiDirector / Executive Director / Secretary, Remuneration <strong>Co</strong>mmittee8. Ms. Atinant SirivadhanabhakdiDirector14


9. Mr. Thirasakdi NathikanchanalabDirector / Executive Director / President10. Dr. Suvarn ValaisathienDirector / Executive Director11. Ms. Thapanee Sirivadhanabhakdi 9 3 1Director / Executive Director212. Mr. Panot SirivadhanabhakdiDirector / Executive Director711 813. Mr. Staporn KavitanonDirector / Chairman, Audit <strong>Co</strong>mmittee / Chairman, Remuneration <strong>Co</strong>mmittee14. Mr. Weerawong ChittmittrapapDirector / Audit <strong>Co</strong>mmittee Member15. Mr. Thien MekanontchaiDirector / Audit <strong>Co</strong>mmittee Member14 6 13 4 5101215And Mr. Santichai Dumpprasertkul<strong>Co</strong>mpany Secretary, as Secretary to the Board of Directors and Executive Board15


BJC MANAGEMENTBOARD1. Mr. Thirasakdi NathikanchanalabPresident2. Mr. Sompoth KosumChief Financial Officer3. Mr. Prasert MaekwatanaManaging Director – Thai Glass Industries <strong>Public</strong> <strong>Co</strong>mpany Limited4. Mr. Phornchai AthikhomkulchaiExecutive Vice President – Packaging Products7563 1 24816


5. Mr. Karn ChitaravimolExecutive Vice President – <strong>Co</strong>nsumer Products6. Mr. Peter E. RomhildExecutive Vice President – Technical & Industrial Products and<strong>Co</strong>nstruction & Engineering7. Mr. Thirawat PreuksariyaGroup Human Resources Manager8. Mr. Santichai Dumpprasertkul<strong>Co</strong>mpany Secretary17


EXECUTIVESUMMARYTO OUR SHAREHOLDERSThe year 2006 continued to be affected byseveral key factors that negatively impacted thebusiness climate in 2005. Raw material and fuelcosts maintained their high level as interestrates rose. More than 40 provinces in theNorthern and Central regions were hit by severefloods. No apparent improvement noted till nowin unrest that has long prevailed in threeprovinces of Southern Thailand. Drought hasalso been a concern for other regions of thecountry. Fortunately, such unfavorable factorshave not posed a serious setback to thecompany’s overall performance as they mayhave done to several other companies.The first half of 2006 was a tough period for ourglass container business as performance washampered by overcapacity, intense competition,soaring production costs, and restrictions onadvertising and sales of alcoholic beverages.However, improvement was forthcoming in thelast quarter of the year.Plastic Packaging and Medical Supplies wereamong businesses that recorded better revenuegrowth than initially anticipated. The <strong>Co</strong>mpanyhas also made considerable progress in laying asolid groundwork on which to drive growth inour business in flavors, fragrances andchemicals for food, bakery and animal food. Webelieve our efforts, which are focused onmarkets, locally and in neighboring countries,will certainly bring greater returns in the nearfuture.The Board of Management is most thankfulto the more than 4,000-strong workforcecontributing to the performance of the past yearand the building of a foundation for enduringstrength in the future. We are deeply gratefultoo for the cooperation and support of ourcustomers and business partners. And, we owemuch gratitude to the encouragement andsupport of our shareholders. The dedicatedefforts of all can only inspire the managementteam to lead the <strong>Co</strong>mpany in its strive forgreater success.BRIEF REVIEW OF 2006 PERFORMANCEFinancial ResultsTotal consolidated revenues of <strong>Berli</strong> <strong>Jucker</strong><strong>Public</strong> <strong>Co</strong>mpany Limited for the year ended31st December 2006 amounted to Baht 15,563million, representing an increase of 3% over2005.<strong>Co</strong>nsolidated net income of Baht 868 millionearned for the same corresponding perioddecreased by 9% versus 2005.DividendFor the entire year, the <strong>Co</strong>mpany paid adividend of Baht 3.00 per common share or54% of net income after tax.18


Share PriceShare prices of BJC have traded at slightlylower levels since March 2006. The downtrendis consistent with a weakened trading sentimentof the Stock Exchange of Thailand which hasbeen affected by political uncertainty as well asa change in economic policy with respect tocapital control towards the end of the year.BJC reported its share price at Baht 43.75 onDecember 28, 2006.6050403020100Dec 30,05Jan 31,06Share PriceSET IndexFeb 28,06Mar 30,06Apr 28,06May 31,06Jun 30,06BJC SHARES MOVEMENT (BAHT)BRIEF REVIEW OF CORE BUSINESSESPackagingDue to increased demand for ‘Chang’ beer andfood containers, total revenues earned fromglass container sales increased slightly, whencompared with 2005. Profitability decreased asrising raw material and fuel costs contributed tohigher overheads in production.Sales of plastic containers produced by our jointventure, <strong>Berli</strong> Dynaplast, were up by 17% andprofitability posted a satisfactory level.At Thai Glass Industries, several new measureswere introduced to enable greater efficiency andcost reduction in production. The Bang Pleeplant, previously powered by fuel oil, convertedto natural gas to fuel production and steppedup its electrical power supply from 24 KV to 115KV. In addition, light-weight containers weredeveloped to be able to satisfy customerdemand.Jul 29,06Aug 31,06Sept 29,06Oct 31,06Nov 30,06Dec 28,06<strong>Co</strong>nsumer ProductsSales revenue of Rubia Industries grew by 5%.BJC Cellox posted a 20% growth, thanks toincreased production capacity from our newtissue paper plant at Prachinburi. Despite theslowing economy and a fiercely competitivemarket, <strong>Berli</strong> <strong>Jucker</strong> Foods performedsatisfactorily, while overall operations at BJCMarketing have improved, compared with2005.In 2006, <strong>Berli</strong> <strong>Jucker</strong> Foods obtained approvalfor its investment in a new extrusion line, andinstallation of this production line is expected tobe complete in the first half of 2007. BJC Cellox ,which saw profits decline as a result of asignificant increase in energy costs and pulpprices, is likely to perform better in 2007.Technical and Industrial ProductsThe success in the launch of new products andthe development of new market channelshelped BJC Trading to gain satisfactory salesand profitability in pharmaceuticals, medicalsupplies, graphic systems, stationery as well asfood and flavor ingredients. Prospects foroverall growth of technical and industrialproducts in 2007 are still good.<strong>Co</strong>nstruction and EngineeringEconomic slowdown and intense competitionposed some difficulty for the company’sconstruction and engineering business. As aconsequence, BJC Engineering made extensiveeffort to focus on developing potential ofexisting businesses. Thai-Scandic Steel, unableas well to take advantage of new investmentprojects on the domestic front, made someheadway in its push into exports markets thatcould bring better returns than in 2006.19


LogisticsTotal revenues and profits of <strong>Berli</strong> <strong>Jucker</strong>Logistics were up from levels achieved in 2005.The growth is attributed to an increase in newexternal customers with income earned fromboth warehouse operations and customs brokerageservices. Growth is most likely to be sustained.Information TechnologyThe operation results of T.C.C. Technologycontinue to improve due in large measure to thegrowing potential for commercial data centerservices. With significant growth opportunityanticipated for 2007, the company’s performanceis certain to make further progress.HUMAN RESOURCE MANAGEMENTPeople, we believe, are really our mostimportant asset, and developing their potentialand rewarding them justly are crucial to drivethe company’s success and build a sustainablefuture of the company.The development of our E-Recruitment programhas been quite productive as it has enabled usto be more efficient both in time and costin identifying a greater number of capablecandidates that we can employ. For instance, askills test is conducted online with an applicantto evaluate overall competency as well assuitability to the position sought. We willdevelop the online recruitment system further soit is well integrated with the total humanresource management effort of the company.Evaluation of human resource development andmanagement is ongoing and conforms withstandards of the ISO 9001: 2000 certificationawarded our Human Resource Department in2003. The most recent evaluation done in July2006 by SGS United Kingdom has proved to bequite satisfactory.Each year, <strong>Berli</strong> <strong>Jucker</strong> invests in developing thecompetency of our people through variousmeans such as on-the-job training, attitude,knowledge and skills development activities,among other educational programs. Totalinvestment allocated each year amounts toabout 2% of the combined annual salaries ofemployees.As part of our social contribution initiatives (seePage 21), we continue to invest in the welfare ofour people through the scholarship programsunder the <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany LimitedFoundation. With a commitment to supportcontinuous learning, children of our employeesare awarded scholarships in various levels ofeducation each year.Believing that our people can make thedifference, <strong>Berli</strong> <strong>Jucker</strong> is also devoted torewarding our employees, and we do so in anequitable and ethical manner. Our compensationsystem is based on three principal factors: thelevel of responsibility undertaken; an annualsurvey conducted by the company on the salarymarket; and a performance based rewardscheme that considers pay rise and promotioncriteria.Moreover, evaluation of employees is also basedon four key strategic pillars – honesty andrighteousness, covenant, entrepreneurial spiritand social responsibility – in order that they canlearn to appreciate and adopt the values ofgood governance as one of the main drivers forthe company’s success.20


CORPORATERESPONSIBILITYOn the corporate social responsibility front, <strong>Berli</strong><strong>Jucker</strong> devotes much attention to fosteringhuman potential through education. Educationprograms, in particular, have been a key focusof its efforts to promote welfare of the communityas a whole.In 2006, the <strong>Co</strong>mpany donated 100 scholarshipsto students from 22 educational institutesnationwide. Worth totally Baht 1,800,000, halfof the scholarships were granted for studiesin Business Administration and Management,with the remaining half allocated for studies inEngineering and Technology. These scholarshipgrants represent the 19th consecutive yearof contribution initiated by the <strong>Co</strong>mpany since1987.The scholarship grants are managed by theboard of directors of <strong>Berli</strong> <strong>Jucker</strong> <strong>Co</strong>mpanyLimited Foundation. The foundation wasestablished in 1982 in collaboration with theMinistry of University Affairs to mark thecentennial celebrations of the <strong>Co</strong>mpany andcoincidentally in that same year the Rattanakosincelebrations commemorating the 200thanniversary of the founding of Bangkok city.Scholarships granted to children of companyemployees are also a major focus of <strong>Berli</strong><strong>Jucker</strong>’s efforts aimed at advancing theeducation of youth. Scholarships are providedannually for six different levels of education:primary, secondary, high school, vocationalcertificate, advanced vocational certificate andundergraduate.To date, a total of 1,755 scholarships amountingto Baht 19,973,000 have been granted by BJCFoundation.21


Established for several years, the “Help NeedySchools” project is the cornerstone of <strong>Berli</strong><strong>Jucker</strong>’s partnerships with schools in theprovinces. <strong>Co</strong>nstruction of buildings fornumerous purposes as well as educationalaccessories and equipments such as tables,chairs, computers and sporting goods, amongother accessories are donated each year. In2006, the company contributed to theconstruction of a building and donatedinstruments and equipments to aid learning forBaan Nern Din Daeng School, which is locatedin Borthong district, Chonburi province.In cooperation with schools, universities as wellas various businesses in the public and privatesectors, the <strong>Co</strong>mpany has regularly organizedguided tours for visitors to its productionfacilities so they gain the benefit of knowledgeof manufacturing processes, among otherindustry and commerce related knowledge.Blood donation has been a perennialundertaking of the people at <strong>Berli</strong> <strong>Jucker</strong> formore than a decade. The <strong>Co</strong>mpany cooperateswith Thai Red Cross in the donation of blood ofits employees to the organization in eachquarter of the year, totally four times. In 2006,blood donations were made on 28 February, 29May, 29 August and 29 November by a total of150 employees.The <strong>Co</strong>mpany’s commitment to healthcare andwellbeing of the society also extends to thedonation of food and personal care products.<strong>Berli</strong> <strong>Jucker</strong> has consistently pitched in over theyears to help communities as well as victims ofnatural disasters.CONTRIBUTION TOCONSOLIDATED SALES23%23%4%6%39%37%34%34%BERLI JUCKER’SCONSOLIDATED SALES MIX66%200634%Third partyOwned orcontrolledOWN BRANDS2006Packaging<strong>Co</strong>nsumer ProductsTechnical and Industrial<strong>Co</strong>nstruction and EngineeringLogistics (0%)Information Technology (0%)Others (0%)2005Packaging<strong>Co</strong>nsumer ProductsTechnical and Industrial<strong>Co</strong>nstruction and EngineeringLogistics (0%)Information Technology (0%)Others (0%)65%200535% Third partyOwned orcontrolledTissue Paper Products:• Cellox• Zilk• Belle• Dion• Maxmo• Dalton• Melona• YoriSnack Food Products:• Tasto potato chips• Party caramel extrudedsnack and caramel coated popcorn• Campus chocolate extruded snack• Bitee rice pellet snack• Dozo rice crackerPersonal Care Products:• Parrot Gold bar and liquid soap• Parrot Botanicals bar,liquid soap, cooling powder• Ka-La bar soap, shower scrub• Diva breast firming creme, slimming cremeTechnical:• B-Jay stationery products22


AGENCIES'BRANDSPACKAGING:• Chang Beer• Archa Beer• Heineken Beer• Mittweida Beer• Asahi Beer• Tiger Beer• Cheers Beer• Mekhong Whisky• SangSom Whisky• Crown 99 Whisky• Blue Whisky• Hong Thong• White Spirit• Sponsor• Krating Daeng• Carabao Daeng• Carabao XO• Sun Spark• M-150• Supreme• Loog Tung• Spy• <strong>Co</strong>oler Club• Sprite• <strong>Co</strong>ke• Fanta• Pepsi• Seven-up• Nestea• RC <strong>Co</strong>la• Bireley’s• Sun Crest• Vitamilk• Chang Soda Water• Chang Drinking Water• Brand’s• Veta• Bezz• Hale’s Blue Boy• Ovaltine• Nescafe• Mae Pranom• Krua Siam• Nguan Chiang• Roza• Golden Mountain• Choice• Pantai Norasingh• Or Sor Ror• Maggi• Maxchup• Takumi• Chao Koh• Mae Ploy• Yan Wal Yun –Healthy Boy Brand• Mae Krua• Gold Label• Squid• Sinsamut• Heinz• Best Foods• UFC• Mae Sri• Takrai• Mabin• Hi-Q• Boat• Sukhum Panich• Doikam• Imperial• Tiparos• Takee Yan Wal Yun• Oyster• Sriraja Panich• Suree Interfood• Moradok• Exotic Food• Pure Foods• Oyster Fish Sauce• Chon Thong• Kaset Brand• Tesco• Tahei• Pichai• Lobo• <strong>Co</strong>ok Thong• Mae Jin• Aroy-D• Taste Nirvana• Pan• Sun Sauce• Chang Thong• Chua Ha Seng• Nam Jai• Rajah• Tra Koong• Krua Wung• Double Sea Horse• Grand Monte• Haa Maa• Vidhayasom• Sara• Penpark• Vejpong• QueenTECHNICAL AND INDUSTRIAL:Medical• 3M• Besins• Bio Sidus• BPL• Daito• Dong Shin• Eurodrug• Astellas• Kaketsuken• Laerdal• Mala• Medigloves• Mentholatum• Micro Lab• Pierre Fabre• Schwarz• Schering Finland• SPB Pharma• Suretex• Synthon• Teijin• Union MicroncleanImaging• Agfa• Aloka• CEA• ChattanoogaCONSTRUCTION ANDENGINEERING:• ADI• Albany• Chase• Carlson• <strong>Co</strong>oley• FairbanksFOOD CONSUMER PRODUCTS:• Chitralada UHT milk• Droste cocoa powder• Mission milk powder• TCB canned seafood• CSZ• BARD• Diter• Dupont• EBM• EMS• Hologic• HP Indigo• HuntleighHealthcare• Imacon• Inter-V• Leica• Magstim• Martin• Richard Wolf• Schaerer• Shimadzu• Sonosite• Stryker• VIASYSHealthcareStationery• 3 M• Double A• Polaroid• STABILO• UHU• Hoppecke• J.D. Neuhaus• Kappa• Morris• OLK• Phoenix• Wine products• Safcol canned tuna• A-Tip UHT coconut milkNON-FOOD CONSUMER PRODUCTS:• Dermapon liquid soap/Baby productsBJC Specialties• Adichem• Aspac Oil• AtriumBiotechnologies• Bakels• Barlocher France• Caffaro• Chimexim S.A.• Creations<strong>Co</strong>uleurs (CIT)• Climax• <strong>Co</strong>smetochem• Dairy Gold• Danisco• Droste• DKM• DSM• Dupont• Dutch <strong>Co</strong>coa• Elco• GB-I• Guan Chong<strong>Co</strong>coa• Habich• Halagel• Ingredia• IQF• Itochu• Jainsons• Raynor• Richard Wilcox• Siemens• SPX• Sympak• TDC• Jan Dekker• JingjiangHongtai• Kemira ChemSolution• King Industries• LaboratoriesPROD’HYG• Loders Croklaan• Lotus Gums &Chemicals• Majulah KokoTawau• Malt <strong>Co</strong>mpany• Metal Working• MorakotIndustries• Petroferm Inc.• R.T. Vanderbilt• Rebiere• Rohm and Haas• Senbel• Shandong Dongyue• SRF• Tate & Lyle• Thermphos• Temco• T.T. International• United <strong>Co</strong>conut• Vanessence• Welding• Theimeg• Woma• Yale – CM• Kato and Kool Ko Ko fruitjuice with Nata de coco• Assajaree rice23


OPERATIONALREVIEWPACKAGINGCONSUMER(<strong>Berli</strong> <strong>Jucker</strong> Glass - a Division of<strong>Berli</strong> <strong>Jucker</strong>) Markets and Distributes:Glass containers for• Beer• Whisky• Soft Drinks• Energy Drinks• Electrolyte• Soda Water• Drinking Water• Wine <strong>Co</strong>oler• Fruit Juice• Foods• Pharmaceutical/I.V. Solution/VaccineClosures(Thai Glass Industries <strong>Public</strong> <strong>Co</strong>mpany Limited -98.57% owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Manufactures:Glass containers for• Beer• Drinking water• Electrolyte• Energy drinks• Foods• Fruit juice• Wine• Pharmaceuticals• Soda water• Soft drinks• WhiskyPressed glass tableware(<strong>Berli</strong> Dynaplast <strong>Co</strong>mpany Limited -49% owned Associate of <strong>Berli</strong> <strong>Jucker</strong>)Manufactures, Markets and Distributes:Rigid Plastic containers for• <strong>Co</strong>smetics & Toiletries• Dairy & Foods• Lubricating oil(BJC Marketing <strong>Co</strong>mpany Limited -100% owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Markets and Distributes :• Personal care• Canned foods• Liquid soap• Milk powder• Fruit juice• <strong>Co</strong>conut milk• <strong>Co</strong>coa• Wines(<strong>Berli</strong> <strong>Jucker</strong> Cellox Limited - 92.21%owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Manufactures, Markets and DistributesBJC brands of:• Toilet tissues• Facial tissues• Disposable Towels• Napkins(Rubia Industries Limited -99.70% owned Subsidiaryof <strong>Berli</strong> <strong>Jucker</strong>)Manufactures and MarketsBJC brands of:• Soap• Shower cream• Talcum Powder• ChocolateManufactures on behalf of otherbrand owners:• Candy• Chocolate• Bar soap• Hair care cosmetic• Skin care cosmetic(<strong>Berli</strong> <strong>Jucker</strong> Foods Limited - 100%owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Manufactures, Markets and DistributesBJC brands of:• Sweet and salty snack foods e.g.potato chips, extruded snacks andrice crackers24


TECHNICAL & INDUSTRIALTECHNICAL & INDUSTRIAL(BJC Trading <strong>Co</strong>mpany Limited - 100%owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)<strong>Co</strong>mprises of:(a Division of BJC Trading)Markets and Distributes:• Pharmaceuticals• Hospital supplies• Healthcare products(a Division of BJC Trading)Markets and Distributes:• Diagnostic Ultrasound systems• Mammography systems• Bone Densitometer• Fetal heart rate monitors• Surgical operating microscopes• Operating lamps &electrosurgical unit• Surgical Navigator• Orthopaedics Implant• Endoscopy products• X-Ray Equipment/MobileX-Ray/Digital Fluoroscopy• Operating Table• General Surgical Instruments• Photographic and electronicimaging products• Digital cameras• Scanner & digital camera back• Digital offset printing machine• Prepress equipment andits consumable• Digital textile machine• CTP printer• X-ray film(a Division of BJC Trading)Markets and Distributes:• Stationery products andoffice supplies(<strong>Berli</strong> <strong>Jucker</strong> Specialties Limited - 98.30%owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Markets and Distributes:Raw Materials and Ingredients• Bakery• Beverage• <strong>Co</strong>atings• <strong>Co</strong>nstruction• <strong>Co</strong>smetics• Dietary supplement• Feed• Food• Flavors• Fragrances• Healthcare• Nutraceuticals• Lubricant & Grease• Pharmaceuticals• Petrochemicals• Refrigerants• Savory• Specialty SolventsCONSTRUCTION & ENGINEERING(BJC Engineering <strong>Co</strong>mpany Limited - 100%owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Designs, Supplies, Assembles and Services:• Crane and hoist• Hand pallet truck• Tools for Crane and Hoist• Programmable logic controller• Backup battery and charger• Turn Key Process automation andelectrical project• Industrial weighing scales• High pressured pump• High speed and Industrial doors• Dock leveler and Racking system• Environment and Energy• Waste water treatment andBiogas technology(Thai-Scandic Steel <strong>Co</strong>mpany Limited -96.52% owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Engineering Design and Manufacturing ofGalvanized steel structures:• Transmission Line Towers for electricalpower transmission and distribution.• Telecom Towers for communicationsnet works.• Steel structures support for substation.• General steel structures for industrialbuildings and plants.• Design and detailing drawing services.• Hot dip Galvanizing services.LOGISTICS(<strong>Berli</strong> <strong>Jucker</strong> Logistics Limited - 100%owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Is a leading provider of integrated SupplyChain and Logistics solutions (includingWarehousing, Inventory managementand National transport distribution, andlicensed Customs Brokerage services)tailored to the needs of individualclient businesses (being BJC tradingcompanies and external third parties).Our professional service is ISO 9001:2000Certified with our Quality policy focused onworking in partnership with our clients todeliver quality service and value to both parties.INFORMATION TECHNOLOGY(T.C.C. Technology <strong>Co</strong>mpany Limited -34% owned Subsidiary of <strong>Berli</strong> <strong>Jucker</strong>)Offers high availability Data Centerinfrastructure services and 24/7monitoring of mission critical systemswith a main business focus ofproviding a comprehensive rangeof managed hosting and internetinfrastructure solutions designed tomeet the needs of organizationslooking to outsource their informationtechnology requirements.25


PACKAGINGA significant growthin export saleswas achieved in 2006.The success wasthe result of ourintense effortsto expand ininternational markets.26


BJC GLASSThe year 2006 for BJC Glass has been difficult.A low market demand for glass containers andhigh costs, particularly for fuel, in manufacturingremained to be as critical as in 2005.Overcapacity prevailed throughout the first halfof 2006, while our cost burdens could not bepassed on to customers. Moreover, competitionintensified as a major competitor turned to pricecutting.Overcapacity began to ease as of the thirdquarter of the year as market demand pickedup, and there was a supply shortfall as majormanufacturers undertook furnace repairs.Overall sales revenue for 2006 amounted toBaht 4.940 billion, a slight increase over theprevious year due mainly to the strong demandfor containers of the beer group during thesecond half of 2006. However, higher freightcosts and lower sales margin, for the most part,resulted in profits decreasing from that of theprevious year.Despite stricter government restrictions onadvertising and sale of alcoholic drinks, our beercontainer sales increased from 2005 largelybecause of the strong demand by ‘Chang’ beer.On the contrary, sales of our whisky containerswere down, compared with 2005. This wasattributed to the decline in white spirit containersales.The food container group continued to grow inline with the economy. The growth was fuelledby a robust demand for essence jars and thesupply of ‘Nescafe’ jars for both the domesticand export markets.The demand from our major customers in thesoft drinks industry was lower than expected asthe market was impacted negatively by the retailprice increase at the beginning of May as wellas widespread floods in 2006.27


Despite additional business gained from‘M-150’ and ‘Carabao Daeng’, our energy drinkcontainers posted lower sales than in 2005.Sales were affected by a lower volume in thedemand of containers from ‘Krating Daeng’ and‘Wrangyer’.Sales of electrolyte containers grew substantially,thanks to the successful launch of the‘Sponsor’ one-way container, reduction in theuse of recycled bottles and overall expansion ofthe market.Sales of ‘Chang’ soda water one-way containersdropped, as in the previous year. This loss wascompensated by the replacement with ‘Chang’soda water returnable containers.Owing to sluggish market demand, sales of‘Chang’ soda water containers posted no growthversus the previous year.A significant growth in export sales wasachieved in 2006. The success was the result ofour intense efforts to expand in internationalmarkets.28


The key modus operandiat Thai Glass Industriesis not just managingto overcome short termproblems but buildinga secure future.THAI GLASS INDUSTRIESPUBLIC COMPANY LIMITEDIn the manufacture of glass containers, ThaiGlass Industries <strong>Public</strong> <strong>Co</strong>mpany Limited didreasonably well despite having to face the samedifficulties as in 2005. The market for glasscontainers showed little to no improvement asthe demand by major customers continued tobe soft. Moreover, high costs of materials,especially fuel, in production remained a majorburden Thai Glass continued to shoulder ascosts of glass containers could not be increaseddue to an oversupplied, fiercely competitivemarket.Given these unfavorable conditions, Thai GlassIndustries managed to record a meagerincrease in sales, up by about 2% over 2005.However, net profit after tax of around Baht 46million is a significant gain as it initially projecteda loss of Baht 45 million. This profit, quite smallwhen compared to the performance of pastyears, was realized under a very adverse marketsituation, thanks in large measure to stringentcontrols implemented in many aspects ofoperation and supervision in the production ofglass containers.Numerous measures were introduced at theworkplace to ensure costs were managedeffectively. Discipline among employees wasstepped up in order to achieve a higher level ofproductivity. More rigorous quality control andsupervision measures were also implementedenabling greater efficiency in the overallproduction process.Furthermore, major initiatives were taken asfollows:As of July the Bang Plee plant started toswitch to Natural Gas as an alternativeenergy source for production, and isscheduled to be complete by the end of2006. This fuel conversion would resultin cost savings of about Baht 30 million.Electrical power supply was stepped upfrom 24 KV to 115 KV to avoidintermittent outages experienced sinceJuly. This change in power generationwould save about Baht 6 million.29


Reformulation made to reduce thequantity of soda ash in production wouldbenefit from decreased production cost.The use of a light-weight productiontechnology which began since Octoberis expected to meet the need to tap thegrowth opportunity in the non-returnablesegment as well as providing the abilityto address cost concerns that wouldbe beneficial to Thai Glass Industriesand its numerous customers.Machinery has been revamped to caterfor requirements of the changingcustomer base.Training continues to be implementedextensively to develop resources andskills of employees among technicalstaff and the management to acquirecompetencies needed for futuregrowth.Moreover, Thai Glass Industries has continuouslydriven for both product quality and environmentalconservation. During 2006, the company’sRajburana Plant successfully implemented andattained ISO14001 Environmental ManagementSystem Certification, and successfully attained inthe same year the certification which wasawarded by BVQI .While maintaining stringent measures tomanage and control all aspects of theoperation, the company will strive to work withits customers so that it can better manage thehigh costs that will continue to be a majorobstacle in 2007. The key modus operandi atThai Glass Industries is not just managing toovercome short term problems but building asecure future.30


Total sales increasedby 17 % over the previous year,exceeding projectedbudget estimates.The growth was drivenby a strong demand forpersonal care packaging products.BERLI DYNAPLASTCOMPANY LIMITED2006 was a successful year for <strong>Berli</strong> Dynaplast.Total sales increased by 17 % over the previousyear, exceeding projected budget estimates.The growth was driven by a strong demand forpersonal care packaging products.Faced with rising costs for plastic resin, themain raw material in the production of plasticpackaging, spiraling electricity costs, higherinterest rates as well as escalating maintenanceand other overhead costs, <strong>Berli</strong> Dynaplast tookseveral proactive measures to strictly manageproductivity, procurement, machine utilizationand process efficiency, waste reduction, andmonitoring and control of costs that resulted ina dramatic improvement in operating costs.<strong>Co</strong>nsequently, 2006 was a good year in termsof profitability for <strong>Berli</strong> Dynaplast.In addition to the ISO 9001:2000 Certificationattained in 2006, the <strong>Co</strong>mpany implementedprograms and maintained standards in line withGMP, HACCP, TQM, and Lean ManufacturingProgram and continued to achieve a very highoperation reliability performance rating by majorcustomers. The company also restructuredsales, business development and plant operationsto cope with the growth and to enhance customerrelationships and satisfaction. All of thesedevelopments are crucial to <strong>Berli</strong> Dynaplast,and contributing to the recognition of the<strong>Co</strong>mpany being the preferred plastic packagingsupplier among current and future customers.Having attained optimum level in resourceutilization, <strong>Berli</strong> Dynaplast looks forward toexpanding production capacity and diversifyinginto various product lines in the years ahead tofulfill the growing customer demand, in terms ofvolume and product category.31


CONSUMERPRODUCTSDeveloping the capabilityof staff overall and our salesforce through extensivetraining programs isintegral to our ongoingefforts to improve salesand distribution…32


BJC MARKETINGCOMPANY LIMITEDIn 2006, BJC Marketing reported total salesearnings of Baht 951 million, which decreased12% from the preceding year. While overall salesgenerated by our Third Party business posteda 35% decline as some brands were discontinued,a strong growth was recorded by many of theactive brands. For instance, Dermapon salesdeclined 17%, but sales of Parrot products roseconsiderably, up 16% from 2005.Amidst high fuel costs, incremental increase inmaterial costs, fierce competition as well asprice cutting and greater frequency in advertisingand sales promotion deployed by major competitors,the 26% increase in Parrot Botanical bar soapsales is an exceptional growth given that totalbar soap market grew by less than 5%. Parrotbecame the second best selling brand in themarket, boosted especially by a high salesvolume of its Jasmine fragrance (Yellow) variant.Moreover, BJC Marketing was able to mark thecelebration of the 60th Anniversary of HisMajesty the King’s Accession to the Throne in2006 with a donation of 1 million baht to H.M.the King by setting aside some proceeds ofsoap sales, 19 stangs from each pack or bottleof Parrot liquid soap sold.Kato fruit juice, Safcol canned tuna and A-TipUHT coconut milk were among new businessacquisitions made during the year. Sales of TCBcanned tuna and Mission powder milk grew17% and 62%, respectively. Droste cocoa andFermipan yeast sales continued to expand.Already hampered by escalating fuels costs aswell as regulatory restrictions to curb sales ofalcoholic drinks, slow expansion of the economyin 2006 continued to adversely affect our winebusiness. However, wine sales managed togrow 8% versus 2005.33


The challenges confronted in 2006 haveenabled BJC Marketing to reassess ourstrengths and weaknesses, and take advantageof them to compete adequately in changingmarket environments. A major initiative hasbeen undertaken to improve profitability throughmeasures to better manage and control costs.As a result, savings in costs was made possiblein numerous logistical areas of our business.For instance, shipping bulk purchase ordersfrom manufacturers were delivered directly tokey customers instead of building up a hugeinventory at the distribution center, and costefficiency was optimized through delivery of fulltruck loads to key customers. Moreover, costefficiency measures implemented to maximizesales in proportionate with investment costsinclude the rationalization of product items,regular inventory reviews, and channel profitand loss analyses, among others.In 2007, our drive to build growth for sales andincrease distribution of Parrot soaps will continueto be a key aim in developing our Personal Carebusiness. We will give the best possible supportby way of strategic, cost-effective marketinginitiatives catered to the needs of consumersand our trade partners. We will also invest morein such areas that enable us to betterunderstand consumer behaviors and attitudesfor the development of new innovative productsto satisfy consumers’ needs.For the Third Party business, we will continue tobuild competitive advantages for our existingbrands and enhance professionalism of oursales and marketing staffs. Moreover, strengtheningrelationships with both our principals andcustomers will be a key focus of our endeavorto bring products that appeal to consumers interms of meeting seasonal as well as lifestyleneeds. At the same time, we will seek to develophigh-potential brands that can complement ourportfolio of brands and be in synergy with ourstrength to distribute fast-moving consumerproducts through various retail channels.Developing the capability of staff overall and oursales force through extensive training programswill also be integral to our ongoing efforts toimprove sales and distribution, which is vitalto BJC Marketing in maximizing its growthpotential.34


Rubia Industries will continueto place emphasis on productdevelopment to ensurenot just the delivery ofprompt service but a proactive,positive attitudein dealing with customers…RUBIA INDUSTRIES LIMITEDIn 2006, total sales generated by RubiaIndustries were up 7% from the preceding year.A major portion of sales came from ParrotBotanical bar soap, which grew 16%, whileParrot soap, with a 3% sales growth, alsocontributed. Sales of Parrot Botanical coolingtalcum, however, recorded a 59% decrease.Exports of Parrot soap grew significantly, anincrease of 56% over 2005 was accounted formainly by Laos, Cambodia and Myanmar.Revenues from our contract manufacturingbusiness in 2006 rose 8%, compared with 2005.Earnings for the most part were contributed byAvon soap, Luxury soap, Chocolates andSugus. Sugus, newly acquired by Wrigley, is amuch revitalized brand with sales on theupswing, and is produced by Rubia Industriesfor export to markets in Malaysia and Vietnam.While sales of Degaza, Avon cosmetics andJohnson & Johnson products have declined dueto intense market competition, a newly acquiredskincare brand, Natriv, from Skinco is a muchadvertised and promoted brand that has seen asteady increase in sales.Our initiatives in managing production inkeeping with GMP, ISO 9001, HACCP and TQMstandards have been continued and furtherdeveloped throughout 2006. Soap and confectioneryproduction plants have been upgraded andcapacity expansion has been undertaken tocater more efficiently to meet customer needs interms of volume and service. Moreover,productivity and quality improvement programsas well as cost saving programs implementedunder our TQM schemes have progressed well,and these programs will be further improved thisyear.In 2007, Rubia Industries will continue to placeemphasis on product development to ensurenot just the delivery of prompt service but aproactive, positive attitude in dealing withcustomers that can help to take advantage ofmarket opportunities. To do so, we will developthe capabilities and competencies of our keystaff through training programs and job rotationsso that our overall operational efficiency will beconsiderably enhanced to cope with the tough,competitive challenges ahead.35


BERLI JUCKER CELLOX LIMITEDFollowing the start-up of our new tissue paperplant at Prachinburi in July 2005, much attentionhas gone into streamlining the operation andefficiency of this fourth production plant of BJCCellox. Production output reached maximumcapacity in the fourth quarter of the year.Additionally, a de-inking plant for the productionof recycled fiber was successfully brought onstream in May 2006. Products made fromrecycled fiber has turned out to be consistent inquality and well received in the market.Total revenues at BJC Cellox grew 20% to Baht2,258 million as a result of added tissueproduction of the Prachinburi plant. Part of therevenue increase came from sales of jumbo rollsales to local and overseas converters whichhave been integral to our efforts to maximizingcapacity. However, our profitability was drasticallyimpacted by a significant increase in energycosts and pulp prices, together with competitivenewcomers as well as fiercely competitive pricecutting in the market. Our profits in 2006decreased 79% from the preceding year.36


Upcountry sales continuedto grow as new distributorswere added, while currentdistributors have concentratedon expanding customer base andimproving efficiency in sales.Domestic retail channel sales, up 15% from2005, continued to grow faster than the marketaverage. With the successful launch of its newfour-color prints, Dion premium toilet tissuerecorded the most significant growth, up 47%.Belle economy toilet tissue sales grew 35%.Sales of Cellox toilet and facial tissue increasedin line with the market growth. Zilk toilet tissuesales remained flat as a number of morecompetitively priced brands were aggressivelypromoted in the mainstream segment. Our twonew brands, Maxmo disposable towel andMelona economy facial tissue, have donereasonably well gaining favorable acceptance inthe market.Domestic institutional channel sales grew 7%although this segment has been underincreasingly fiercer competition. As such, thecompany has opted to give preference todealing with customers offering a good returnrather than institutional customers who providelittle profit margin. Upcountry sales continued togrow as new distributors were added, whilecurrent distributors have concentrated onexpanding customer base and improvingefficiency in sales.The company has also decided to depend lesson exports due to highly competitive marketsand freight costs, such as Japan and HongKong. Sales to other export markets continueto perform well, posting a growth of 10% evenwith an effort being made to push higher pricedbrands.In 2007, BJC Cellox is putting priority onimproving our price competitiveness and ourproduct mix as we intend to compete morefavorably in a market which will continue to beinfluenced greatly by price promotions. On theproduction side, our drive to improve qualityand production output will be sustained.Capacity utilization at our de-inking plant isexpected to increase significantly. Pulp pricesare projected to keep rising, albeit at a slowerrate than in 2006. To help offset this and othercost increases, the company will remainfocused in our effort to identify and implementcost reduction measures as best as we can. Akey focus on developing human resources willalso be maintained in order to further enhanceour competencies.37


We have managedto come up with cost controlsolutions that are beneficialto all parties concernedwithout having to compriseour product quality.BERLI JUCKER FOODS LIMITEDThe year 2006, as in 2005, proved to be mosttrying. Businesses have had to cope with notjust the global economy which has beenbuffeted by sky-rocketing fuel prices but evenmore so by challenges at home. Politicalinstability, social unrest and floods in manyprovincial areas of the country have had anegative impact on performance, while highproduction and transportation costs, and intensemarket competition have eroded profitability.Unsurprisingly, BJC Foods posted a ratherunsatisfactory sales growth in 2006. This wasdue mainly to a sharp drop in rice crackerconsumption and the introduction of newproducts and new categories during the yearwhich dominated the market, hence hamperinggrowth of the potato chip segment. Unlikepotato chips or rice crackers however, thecompany’s earnings of extruded snacks, whichaccount for one-fourth of total sales revenue,performed outstandingly.38


In terms of operations, BJC Foods has had tocope with a significant increase in our costs.<strong>Co</strong>nsequently, we developed a rigorouscost-savings program that has beenimplemented with the cooperation of rawmaterial suppliers, packaging material suppliersand our transportation service providers. Wehave managed to come up with cost controlsolutions that are beneficial to all partiesconcerned without having to comprise ourproduct quality. Even though operation costshave increased in several areas, savings havebeen realized and have enabled us to sustainprofits.Moreover, BJC Foods has invested extensivelyin training staff in order to build a strong teamcapability for the future. <strong>Co</strong>nsultants, bothlocally and overseas, have also been recruitedto provide training, as well as technical support,for our team, especially in production andagronomy-related areas.Amidst a difficult business environment, a verydetermined, concerted effort made by the teamat BJC Foods has helped to produce aperformance that is quite commendable, bothin terms of sales and profits. BJC Foods hassustained our strong position in the snackindustry, commanding the second largest shareof the market even though our market sharedecreased slightly.In 2006, BJC Foods implemented the followingkey strategies to enhance our businesspotential:In terms of marketing, BJC Foods developedactivities essentially to boosts sales, such as:The introduction of new flavors for ourtwo core brands – Tasto and DozoStimulating demand in consumptionthrough attractive consumer promotionsIn 2006, the company obtained approval for itsinvestment in a new extrusion line in order tosupport new business development for thefuture. Installation of this production line will becarried out at the beginning of 2007.Although the economy and high fuel prices willremain unchanged, a continued growth of themarket in 2007 is anticipated. New productsand newly created categories are likely to driveconsumption as well as fuel competition withinthe snacks industry. However, social concerns,particularly in the prevention of obesity amongchildren, being increasingly addressed by thegovernment sector may hinder the growth ofthe industry. Despite the increase in competitionand health concerns, BJC Foods expects toachieve strong sales and profit growth in 2007as a number of exciting marketing programsand new product launches will be introducedfrom the beginning of the year. Meanwhile, onthe operation front more emphasis will continueto be placed on developing programs toimprove product quality, production efficiencyand our people. Our cost savings program willalso continue to be implemented with effortsstepped up in the utilization of alternativeenergy resources, both in production andtransportation.39


TECHNICAL &INDUSTRIALWe will continue tointroduce quality productsat affordable pricesand bring to the marketnew medicineswith advanced treatment…40


BJC TRADING COMPANY LIMITEDInroads into new market segments and theintroduction of new products have led the<strong>Co</strong>mpany to a record year of growth for salesas well as profitability.MedicalSales of Pharmaceuticals, Medical Supplies andHealthcare continued to grow in 2006 despitehaving to compete in Government e-auctionsand regional procurement bids. The increase insales of both existing key products and newproducts launched contributed to a robustgrowth.Despite stiff price competition sales ofpharmaceuticals continued to achieve a goodgrowth, both from all our current principals aswell as from expansion into the Oncologysegment. For Vaccines, the <strong>Co</strong>mpany wasawarded in 2006 tenders for the supply ofvaccines for Japanese Encephalitis by theDepartment of Disease <strong>Co</strong>ntrol of the Ministry of<strong>Public</strong> Health. Moreover, the <strong>Co</strong>mpany wontenders for the Thai Food & Drug Administrationfor the supply of anti-obesity drugs.In Medical Supplies, sales of CPR trainingproducts to the Government sector showed asteady growth as awareness of CPR training forpreventive management of accidents atthe workplace increases. However, “Mala”examination gloves and “Medigloves” surgicalgloves sales were stagnant due to high cost oflatex and energy. The Division has also acquiredmore suppliers of disposables, such as infusionsets, dialysers, disposable gowns, drapes andsurgical wrapping paper.For Healthcare, sales of wound care, condomsand anti-diarrhea products have maintainedconsistent growth, thanks to expansion of themarket to cover both the conventional trade(pharmacies) and the modern trade.Due to quality generic products supplied bymajor principals in Argentina, Belgium, Holland,India, Korea and Turkey, <strong>Co</strong>sma Medical wasable to record another successful year in 2006.41


The Medical Division is dedicated to providingquality products for the benefit and welfare of allcommunities in Thailand. We will continue tointroduce quality products at affordable pricesand bring to the market new medicines withadvanced treatment as we strive to sustain ourhealthy growth in 2007.Technical ImagingTechnical Imaging Division enjoyed anothersuccessful year with a two digit sales growththat was fuelled by the higher demand formedical equipment in private hospitals.Medical Diagnostic and Hospital Equipmentsections continued to perform well, recording asubstantial increase in sales revenue. Thesuccess was attributed to a strong anddiversified product portfolio with entries of newdigital products from many leading internationalsuppliers, such as Mammography Systems forbreast cancer detection, X-ray Systems, PictureArchive and <strong>Co</strong>mmunication Systems (PACS),Ultrasound Systems, Surgical OperatingMicroscopes and Endoscopes. Based on ourstrong foundation of providing reliable pre- andpost-sales services, we continued to expandand upgrade our technical and applicationservice facilities to maintain our competitive edge.In spite of the continued shift towards digitaltechnology, we still managed to gain anincreased market share for traditional x-rayproducts. The Government's on-going effort inpromoting Thailand as a leading regional healthcenter and a rapidly growing hub for medicaltourism has helped to sustain a healthy demandfor our medical diagnostic and hospital equipment.As a result, the outlook for 2007 is promising.Primary focus will be on developing the lineextension of digital medical systems withcomplete imaging solutions from both existingand new principals.42


Primary focus will beon developingthe line extensionof digital medical systemswith complete imagingsolutions from bothexisting and new principals.Graphic SystemsSales of <strong>Co</strong>mputer to Plate (CtP) and overallconsumables increased significantly, while overallsales revenue of Graphic Systems fell slightly asthe demand for digital presses declined.The CtP market continued to grow strongly, upby as much as 25-30% in 2006. This growth isattributed to the use of CtP technology, whichwas already well accepted by large-sized printersfor the past couple of years, gaining wideracceptance among medium-to small-sized printersin the graphic art industry.In the digital press market, offset digital printingmachines faced a stagnant demand as the unstableeconomic and political situation deterred newpotential investors.For 2007, the CtP market demand lookspromising for both commercial and newspapersegments as CtP has become the industrystandard for high quality printing jobs. Digitalmarket demand both in the commercial andindustrial markets is also expected to improveas new applications, such as photo books, arebecoming popular in the region.43


StationeryDespite the unfavorable economic situationthroughout the year, among other factorscaused by heavy floods in many regions, theStationery Division achieved a reasonable salesgrowth over the preceding year. In addition, therelocation of the <strong>Co</strong>mpany’s instant photobusiness and its services to the Division sincethe beginning of the year helped to push salesto a double digit growth.<strong>Co</strong>mpetition remained intense with internationalbrands, locally manufactured products as wellas cheaper, imported Chinese products vyingfor the market. The stronger baht against Euroand dollar, however, helped to improve profitability.Sales of glue and related products wereaffected by the slower-than-expected off-takeamong the trade. The trade generally opted tokeep stock levels low in order to minimize anydamage that could arise from floods as well asto avoid any risk from economic and politicaluncertainties.Paper products have managed tomaintain reasonably good salesgrowth through consistent launchof new product lines as wellas new trendy designsthroughout the year.Paper products have managed to maintainreasonably good sales growth through consistentlaunch of new product lines as well as newtrendy designs throughout the year.Pens and pencils continued to perform well withstrong sales recorded for the writing instrumentsgroup as a whole. The emphasis placed oninteractive marketing activities such as schooltours, university road shows and point-of-salesmerchandising has proved once again to bean effective strategy to push sales and gainconfidence for the brand among target customers.Sales of digital printing equipment and instantphotographic printing paper have been satisfactory.The instant, self-service photography booth at thenew Suvannabhumi International Airport, whichwas relocated from Don Muang Airport at theend of September, was off to an excellent start.Based on the market situation, overall prospectsfor 2007 are positive.44


BERLI JUCKERSPECIALTIES LIMITED<strong>Berli</strong> <strong>Jucker</strong> Specialties recorded sales andprofitability almost on par with levels achieved in2005 despite the decline in sales of Refrigerantsresulting from a fiercely competitive market.New principals and a strong growth in the Food,Feed and Bakery categories contributed to asatisfactory performance in 2006.The solid growth of Food Ingredients, with astrong market presence in Emulsifiers, Functionalsystems and Textural ingredients, has contributedyet again to another successful year for theSpecialty Ingredients division. The Flavor businessmade some inroads into new applications.Sales of Sodium Benzoate and other specialtychemicals experienced a good growth. Expansionin new Food Specialties and Savory Ingredientsalso added to the sales growth.New principals for sweetener and dairy ingredientswill be added in 2007.45


In the <strong>Co</strong>smetics & Healthcare categories,however, it proved to be a tough year as astronger push was needed to re-gain marketshare in a number of product segments. Withstrong support from our principals wesucceeded in maintaining our market position.For 2007 the outlook is bright as new productlaunches are in the pipeline. And with a newprincipal acquired in Dietary Supplement, thepotential to expand business in Healthcare isgood.In the Industrial Ingredients Division, we weresuccessful in securing additional business inLubricants and Grease Additives from currentprincipals. Furthermore, some projects beingpursued with customers are expected to bringadvantages to meet our long term businessgoals. Specialty Phosphates also continue torecord a sound growth.However, we did face a challenging year in theRefrigerants business mainly because productsfrom China flooded the market leading to a veryintense price competition. Nonetheless, wemanaged to hold our position in some mainmarket segments.46


<strong>Co</strong>ntinuous developmentof our Supply ChainManagement remains to bea key driver to improveworking capital as well ascustomer satisfaction…The Bakery and Feed Division had a good year.For the Bakery Ingredients business we havebeen able to strengthen our position in themarket through activities tailored more effectivelyto meet customer needs, such as offeringbakery demonstrations and recipe books, andextending various technical assistance. Thelaunch of our Droste <strong>Co</strong>coa Mix has led to solidgrowth and expansion regionally.With the launch of new products developed withextensive research by our partner, the expansionof our business in Feed Additives has alsoprogressed satisfactorily.<strong>Co</strong>ntinuous development of our Supply ChainManagement remains to be a key driver toimprove working capital as well as customersatisfaction as the level of service is beingenhanced through ongoing activities and programs.Participation in trade exhibitions, such as FoodIngredients Asia 2006 and International Foodand Hospitality Show, and seminars organizedby key principals have helped to improve theimage of the <strong>Co</strong>mpany as an active, progressiveplayer in the market. Prospects as a whole for2007 are good.47


CONSTRUCTION& ENGINEERINGA major emphasiswill be placedon developingthe potential of existingbusiness segmentsand further improvingon-going programsimplemented on cost savingand cost efficiency…48


BJC ENGINEERINGCOMPANY LIMITED2006 was a tough year for BJC Engineering.Impacted by a slowing economy as well asrising fuel costs, sales and profitability for thefirst half of the year yielded a low return. Theyear was made all the more challenging byfierce price competition in the industry.During the first half of the year, the MaterialsHandling section was affected by clients’postponement of many orders of crane systemsand hoist components. Sales picked up in thesecond half of the year as we managed tofurther penetrate the market. Moreover, theMaterials Handling section was able to acquirea new supplier for the metal forming industry.The Industrial and Logistic Products sectionperformed almost as well as in 2005 by cateringfor a wide range of products for logistical andwarehousing needs. Improvements made incost efficiency and cost-saving programs havehelped to enhance profitability. For weighingmachines, we gained several orders from thegovernment sector, such as the Department ofHighways and the Port Authority of Thailand.By continuing to develop our Service Center,sales and profitability in 2006 has beensatisfactory. We intend to improve further theservice capability of this Center, which isan integral part of the business of BJCEngineering.The Automation & <strong>Co</strong>ntrol section also had adifficult year as a result of postponement oflarge-scale projects requiring the deployment ofprogrammable logic controls. However, in thefourth quarter of the year we were awarded afew large-scale projects to be implemented in2007. Sales of industrial batteries achieved the49


same levels as in 2005, with customerscomprised of mainly the Electricity GeneratingAuthority of Thailand, Metropolitan ElectricityAuthority and the Provincial Electricity Authority.In the Environment sector, the <strong>Co</strong>mpanyinvested considerable time and efforts indeveloping new business. Unfortunately, a majorproject to develop renewable energy and awaste water treatment process in which Biogasis generated as a by-product did not materialize.Hence, it greatly impacted the <strong>Co</strong>mpany’sprofitability.A major emphasis will be placed on developingthe potential of existing business segmentsand further improving on-going programsimplemented on cost saving and cost efficiencyfor the <strong>Co</strong>mpany as we strive to improve theperformance of BJC Engineering in 2007.50


THAI-SCANDIC STEELCOMPANY LIMITED2006 was a rather difficult year for Thai-ScandicSteel. Business was affected by uncertainty inthe Thai political scene, a slowing economy andthe delay in privatization efforts of the ElectricityGenerating Authority of Thailand (EGAT) thatimpeded start-up of its several new investments.However, by developing a more diversified clientbase for its export markets the <strong>Co</strong>mpany hasperformed satisfactorily.In 2006 Thai-Scandic Steel successfully openedup new export markets that included India,Australia, Sweden and the United States for itsThai-made steel structures of high internationalquality standards. These markets have strongpotential for the <strong>Co</strong>mpany in the future.Thai-Scandic Steelhas a strong commitmentto maintain high standardsin Quality, Safety andEnvironmental Protection…Currently, the main production facilities, particularly<strong>Co</strong>mputer Numerical <strong>Co</strong>ntrol machines, arebeing maintained in preparation for the heavyworkload that will entail delivery of products andservices for the transmission line project inNigeria and several other projects in 2007.Additionally, the <strong>Co</strong>mpany has obtained ordersfrom a UK-based contractor who is constructinga 250-meter, self-supporting T.V. broadcasttower in Ho Chi Min City, Vietnam. This tower isone of the tallest of its kind and the talleststructure for which Thai-Scandic Steel willsupply its productsAs a result of the high quality of engineeringwork done previously for metrication of imperialsection towers of United Kingdom’s NationalGrid <strong>Co</strong>rporation, Thai-Scandic Steel has beenassigned by Babcock Networks <strong>Ltd</strong> to providedesign and engineering services to strengthenand upgrade existing transmission line towers inthe UK. There are good opportunities for furtherbusiness in design and engineering services.Thai-Scandic Steel has a strong commitment tomaintain high standards in Quality, Safety andEnvironmental Protection, as is demonstratedby ISO 9001 version 2000 and ISO 14001 version2004 certifications awarded for the maintenanceand upgrading of international standards inquality assurance.Prospects for Thai-Scandic Steel in 2007 aregood as several key projects in Transmissionlines, Power substations and Telecommunicationnegotiated in Nigeria, Pakistan and Indonesiaare in the final stages for delivery in 2007.51


LOGISTICSBusiness developmentwas a key focusin 2006, which resultedin successfullydoubling the numberof new customersduring the year.52


BERLI JUCKERLOGISTICS LTD.2006 was another successful year in providingfully integrated logistics services to customerswithin the Group and the external customers.There were significant increases of activities inmedical, health-care, Specialty Ingredientsincluding Food Ingredients, Flavors, <strong>Co</strong>smetics,Bakery Ingredients, as well as fast-movingconsumer products, particularly snacks andpersonal care. The increased capacity utilizationand extra service income from externalcustomers helped lift the total revenue to be onpar with budget and 4% higher than last year.Positive impact from controlled resourcemanagement and sustained cost reductionsconduced to a post-tax net profit of 5% higherthan budget and 15% over last year’s results.Business development was a key focus in 2006,which resulted in successfully doubling thenumber of new customers during the year. Newcustomers included Bristol Myers Squibb Thai<strong>Ltd</strong>., Denso (Thailand) <strong>Co</strong>., <strong>Ltd</strong>., Toyox <strong>Co</strong>., <strong>Ltd</strong>and MSpa International <strong>Ltd</strong>., as well as AmarinBook Center <strong>Co</strong>., <strong>Ltd</strong>.Annual transaction throughput was around 14million cases while productivity per head rose by4% year-on-year. With world class warehouseinfrastructure and warehouse managementsoftware in conjunction with well trained staff,an inventory accuracy of 99.9% has beenmaintained. Given client business forecasts andBJC Logistics strategic business plan for 2007,which is focused on developing both organicand external business growth to be supportedby add-on technology of real-time RadioFrequency (RF) paperless system to increasecapacity utilization and improve efficiency, BJCLogistics will be in a strong position to competein the outsourced logistics market.53


With world classwarehouse infrastructureand warehouse managementsoftware in conjunctionwith well trained staff,an inventory accuracy of99.9% has been maintained.An increased volume of export freightclearances and new customers besides normaltransactions conduced to a revenue increase of14% above budget for BJL Customs BrokerageServices. Sustained productivity improvementand cost efficiency including increased ElectronicData Interchange (EDI) transactions enabled thisbusiness section to maintain the same margincontribution as previous year in spite of moreintense market competition. Other than exceptionalcases, all air and sea-freight clearances wereprocessed electronically (EDI). During lastquarter of 2006, the new “e-Customs” paperlesssystem including ‘e-Payment’ was implementedfor export clearances. In 2007, it will be extendedto include incoming freight clearances as well.During the year, both Warehouse Operationsand Customs Brokerage Services passed theannual ISO9001:2000 quality certificationsurveillance audit for the third year.54


Looking forward, BJC Logistics will continue toleverage its resources and skills to not onlyfocus on further efficiency improvement, includingnew technology investment to support organicgrowth of internal customers and build newexternal customer relationships, but also ondistribution network management to furtherimprove service level. BJC Logistics remainsoptimistic of achieving its strategic plans andfinancial returns as forecasted. Market outlookfor logistics services remain strong.55


INFORMATIONTECHNOLOGYThe company embarked on anumber of certification initiativesto further build customerconfidence and support itsrecognition as being theleader in the commercialdata center arena.56


T.C.C. TECHNOLOGYCOMPANY LIMITEDT.C.C. Technology continued to improve operationallyin 2006 and, excluding discontinued services,revenue improved 16% over 2005. <strong>Co</strong>upled witha 67% improvement in net profit after tax and74% improvement in EBITDA, the company ispoised to make a significant performanceimprovement in 2007.During the year the company exited the last ofthe non-core services and embarked on anumber of certification initiatives – ISO9001:2000 and ISO 27001 – to further buildcustomer confidence and support its recognitionas being the leader in the commercial datacenter arena.The liberalization of the telecommunicationsindustry provides a significant growth opportunityin 2007. With the advantage of being a networkneutral operation, telecom providers will be ableto utilize company facilities in a crossconnect/peering environment. This opportunity,coupled with recent announcement guidelineson the importance of disaster recovery from theBank of Thailand, is expected to result in a100% increase in data center occupancy in2007.57


FINANCIALREVIEWThis section covers BJC Group’s financialperformance for 2006 and its financial position onthe last day of the year. Information on sales andnet income contribution by each core business ofthe Group is provided in the Executive Summarysection, and details of operation of all corebusinesses are listed under the OperationalReview section.INCOME STATEMENTThe Group’s consolidated sales in 2006 increasedto Baht 15,173 million, up 2 % from 2005.Gross profit of the Group decreased from 26% in2005 to 25 % in 2006. The decline in gross profitwas impacted by higher costs of fuel oil and raw58


materials. The impact of higher costs could notalways be passed on to our customers due to thehigh level of competition prevalent in the markets.Sales and administrative expenses relative topercentage of total sales increased during theyear, from 18 % in 2005 to 19 % in 2006.In 2006, Group net interest increased by Baht 53million or 53 % from 2005 due to the increase ininterest rates as well as increased loans of ThaiGlass Industries (<strong>Public</strong>) <strong>Co</strong>. <strong>Ltd</strong>. and <strong>Berli</strong> <strong>Jucker</strong>Cellox Limited for financing expansion of capacity.Total net interest carried over from 2005 werebooked as incurred expenses.Net profit of Baht 868 million for the year is adecrease of 9 % from 2005. Basic Earnings perShare stood at Baht 5.53, compared with Baht6.09 in 2005.The Group gained from sale of investments inPathum Thani Water <strong>Co</strong>., <strong>Ltd</strong>. and Pathrum ThaniOperations <strong>Co</strong>., <strong>Ltd</strong>., both of which supply cleanwater, and transferred ownership rights of loan toPathum Thani Water <strong>Co</strong>., <strong>Ltd</strong>. to third parties. Thegain made on this transaction was recorded atBath 189 million for the second quarter of 2006.59


FINANCIALREVIEWBalance SheetThe Group’s outstanding accounts receivable of Baht 3,080 million at the end of year increased 14% from 2005.Receivable collection period was 69 days, compared with 62 days in 2005.At the end of 2006, the Group’s inventory closed at Baht 2,249 million, a slight increase from 2005. For the number ofdays of cost of sales, the inventory stood at 72 days, compared with 76 days in 2005.In 2006, the Group invested in property, plant and equipment amounting to Baht 634 million.The Group‘s net debt, totaling Baht 2,707 million, declined from Baht 2,971 million recorded in 2005. In March 2006,Thai Glass Industries <strong>Public</strong> <strong>Co</strong>mpany Limited concluded a 3-year-term Baht loan agreement for Baht 300 million, withinterest payable at a fixed rate of 5.98% per annum. And <strong>Berli</strong> <strong>Jucker</strong> Cellox Limited entered a Baht loan agreement inApril 2006, also for Baht 300 million and a three year term, with interest payable at 5.75% per annum as at 31 December2006.60


Summary of Financial Statements2006 2005 2004 2003 2002Total revenue (Baht million)Net income (Baht million)Gross Profit Margin (%)Net income (%)Earnings per shareInterim dividend per share (Baht)Year-end dividend per share (Baht)Total dividend payout ratio (%)Summary of Financial Statistics2006 2005 2004 2003 2002Current ratioNet debt to shareholders' equity ratioWorking capital (Baht million)Total Assets (Baht million)Return on Total Assets (%)Total Shareholders' Equity (Baht million)Return on average Net Shareholders' Equity (%)Number of equity shares ('000)Book value per share (Baht)Par value per share (Baht)Number of employees61


Major ShareholdersAs at 29 December 2006Shareholders No. of shares (%)1. TCC Holding <strong>Co</strong>mpany Limited 75,835,732 47.752. Nakornchuen <strong>Co</strong>mpany Limited 55,266,750 34.803. Thailand Securities Depository<strong>Co</strong>mpany Limited for Thai 20,885,842 13.154. Thailand Securities Depository<strong>Co</strong>mpany Limited for Non-Thai Depositors 5,291,175 3.335. Sahachart Enterprises <strong>Co</strong>mpany Limited 165,896 0.106. Ms. Suthiratana Yoovithya 87,450 0.067. The Foundation of the Church of Christ 82,500 0.058. Ms. Phanor Footrakul 75,145 0.059. Thaveepholnakorn <strong>Co</strong>mpany Limited 66,000 0.0410. Mr. Wisit Phataraprasit 50,000 0.0362


<strong>Berli</strong> <strong>Jucker</strong>’s <strong>Co</strong>nsolidated Equityand Net Debt<strong>Berli</strong> <strong>Jucker</strong>’s <strong>Co</strong>mpany Equityand Net Debt90008000700060005000400030002000100009000800070006000500040003000200010002002 2003 2004 2005 2006 02002 2003 2004 2005 2006Equity (Baht Million)Net Debt (Baht Million)Equity (Baht Million)Net Debt (Baht Million)(No outstanding loan in financialinstitution in 2005 and 2006)63


AUDITCOMMITTEE’S REPORTIn 2006, the Audit <strong>Co</strong>mmittee of <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany Limited (hereinafter referred to as “the <strong>Co</strong>mmittee”)comprised of three independent directors, namely:Mr. Staporn KavitanonMr. Thien MekanontchaiMr. Weerawong ChittmittrapapChairman of the Audit <strong>Co</strong>mmitteeMember of the Audit <strong>Co</strong>mmitteeMember of the Audit <strong>Co</strong>mmitteeThe Board of Directors Meeting, documented as No. 67 and held on November 14, 2006, has re-appointed the<strong>Co</strong>mmittee for the next three-year term, which starts on December 27, 2006 and ends at December 26, 2009.As entrusted by the Board of Directors (hereinafter referred to as “the Board”), the <strong>Co</strong>mmittee has undertaken itsduties in compliance with regulations of the Stock Exchange of Thailand. For the year 2006, the <strong>Co</strong>mmittee met fivetimes to review and discuss the audited financial statements of <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany Limited (hereinafterreferred to as “the <strong>Co</strong>mpany”) with the <strong>Co</strong>mpany’s Management, Internal Auditor, and KPMG Phoomchai AuditLimited so that all opinions and recommendations were taken into consideration to ensure that the <strong>Co</strong>mpany’saudited financial statements conformed with generally accepted accounting principles. The <strong>Co</strong>mmittee also oversawthe <strong>Co</strong>mpany’s internal audit division, monitored and evaluated the internal control system, risk management andaudit plan efficiently and effectively to ensure that the internal control system is adequate.The <strong>Co</strong>mmittee recommended that KPMG Phoomchai Audit Limited be nominated again as the <strong>Co</strong>mpany’s externalauditor for the year 2007 and the remuneration for the Board to be proposed to the Ordinary General Meeting ofShareholders for approval.The <strong>Co</strong>mmittee is of the opinion that the <strong>Co</strong>mpany has in place an adequate internal control system and the<strong>Co</strong>mpany’s financial statement is fairly presented in accordance with generally accepted accounting principles.Moreover, the <strong>Co</strong>mmittee has reported to the Board all relevant considerations which would contribute to increaseeffectiveness of overall operations and step up the <strong>Co</strong>mpany’s endeavor in Good <strong>Co</strong>rporate Governance.Staporn KavitanonChairman of the Audit <strong>Co</strong>mmitteeFebruary 21, 200764


AUDIT REPORT OF CERTIFIEDPUBLIC ACCOUNTANTTo the Shareholders of <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany LimitedI have audited the accompanying consolidated and separate balance sheets as at 31 December 2006 and 2005, andthe related statements of income, changes in shareholders’ equity and cash flows for the years then ended of <strong>Berli</strong><strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany Limited and its subsidiaries, and of <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany Limited, respectively. The<strong>Co</strong>mpany’s management is responsible for the correctness and completeness of information presented in thesefinancial statements. My responsibility is to express an opinion on these financial statements based on my audits.I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I planand perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. I believe that my audits providea reasonable basis for my opinion.In my opinion, the consolidated and separate financial statements referred to above present fairly, in all materialrespects, the financial positions as at 31 December 2006 and 2005 and the results of operations and cash flows forthe years then ended of <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany Limited and its subsidiaries, and of <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong><strong>Co</strong>mpany Limited, respectively, in accordance with generally accepted accounting principles.(Wilai Buranakittisopon)Certified <strong>Public</strong> AccountantRegistration No. 3920KPMG Phoomchai Audit <strong>Ltd</strong>.Bangkok22 February 200765


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESBalance sheetsAs at 31 December 2006 and 2005Assets<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in Baht)Current assetsCash and cash equivalents 5 277,238,969 201,307,019 165,954,276 78,386,874Trade accounts receivable 4, 6 3,079,506,018 2,708,632,253 1,160,304,109 825,784,884Short-Term loans and otherreceivable to related parties 4 15,762,192 16,051,867 1,420,917,486 1,130,070,742Inventories 7 2,249,343,149 2,286,904,829 10,525,960 10,337,901Other current assets 8 183,907,309 175,011,768 11,467,014 6,968,347Total current assets 5,805,757,637 5,387,907,736 2,769,168,845 2,051,548,748Non-current assetsInvestment accounted for usingthe equity method 9 295,117,732 277,518,311 7,372,313,444 7,215,497,113Other long-term investments 10, 11 12,726,194 13,151,094 12,726,194 12,726,094Property, plant and equipment 12 8,677,953,562 8,812,494,441 372,846,155 400,520,076Intangible assets 13 35,353,987 33,348,734 23,781,473 23,011,588Deferred tax assets 14 362,864,552 382,693,336 106,476,307 169,974,602Other non-current assets 15 116,117,568 71,479,353 585,916 585,916Total non-current assets 9,500,133,595 9,590,685,269 7,888,729,489 7,822,315,389Total assets 15,305,891,232 14,978,593,005 10,657,898,334 9,873,864,13766The accompanying notes are an integral part of these financial statements.


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESBalance sheetsAs at 31 December 2006 and 2005Liabilities and sharesholders’ equity<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in Baht)Current liabilitiesBank overdrafts and short-termloans from financial institutions 16 958,979,759 1,071,698,082 - -Trade accounts payable 4, 17 1,461,499,639 1,359,638,505 1,133,492,055 826,815,417Current portion of long-term loans 16 1,025,042,532 625,102,078 - -Short-term loans and advancesfrom related parties 4,16 12,887,692 9,920,360 446,878,632 336,817,391Income tax payable 159,471,531 157,463,482 65,007,832 49,424,675Accrued expenses 749,889,156 510,882,896 87,095,199 75,547,724Other current liabilities 18 271,396,145 419,153,537 46,132,336 49,888,384Total current liabilities 4,639,166,454 4,153,858,940 1,778,606,054 1,338,493,591Non-current liabilitiesLong-term loans from financialinstitutions 16 1,000,000,000 1,475,042,533 - -Provisions for staff retirement benefits 307,260,057 292,333,613 101,718,791 100,571,800Deferred tax liabilities 14 488,250,341 488,250,341 - -Other non-current liabilities 9, 19 91,676,304 96,723,349 164,152,007 131,241,208Total non-current liabilities 1,887,186,702 2,352,349,836 265,870,798 231,813,008Total liabilities 6,526,353,156 6,506,208,776 2,044,476,852 1,570,306,599The accompanying notes are an integral part of these financial statements.67


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESBalance sheetsAs at 31 December 2006 and 2005Shareholders' equityShare capitalAuthorised share capital158,812,500 ordinary shares,Baht 10 par value 1,588,125,000 1,588,125,000 1,588,125,000 1,588,125,000Issued and paid-up share capital158,812,500 ordinary shares,Baht 10 par value 1,588,125,000 1,588,125,000 1,588,125,000 1,588,125,000Reserves 20Share premium 3,751,379,641 3,751,379,641 3,751,379,641 3,751,379,641Donated surplus 36,867,563 36,867,563 36,867,563 36,867,563Hedging reserve (14,249,999) (6,012,855) (14,249,999) (6,012,855)Retained earningsAppropriatedLegal reserve 20 247,811,996 247,811,996 158,812,500 158,812,500Reserve for business expansion 20 87,400,944 87,400,944 85,000,000 85,000,000Unappropriated 28 2,956,541,320 2,638,440,232 3,047,941,760 2,729,840,672<strong>Co</strong>mpany shares held by a subsidiary 21 (40,454,983) (40,454,983) (40,454,983) (40,454,983)Total equity attributable to<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in Baht)the <strong>Co</strong>mpany's shareholders 8,613,421,482 8,303,557,538 8,613,421,482 8,303,557,538Minority interest 166,116,594 168,826,691 - -Total shareholders' equity 8,779,538,076 8,472,384,229 8,613,421,482 8,303,557,538Total liabilities and shareholders' equity 15,305,891,232 14,978,593,005 10,657,898,334 9,873,864,13768The accompanying notes are an integral part of these financial statements.


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESStatements of incomeFor the years ended 31 December 2006 and 2005Revenues 4Revenue from sale of goods andrendering of service 15,172,622,070 14,932,643,526 5,036,139,508 4,991,150,494Other income 23 165,913,895 200,709,984 432,358,115 396,953,655Gain on sale of invesments and sale ofloan to related interest receivable 10 189,492,350 - 189,492,620 -Share of profits from investments<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in Baht)accounted for using the equity method 35,199,421 28,329,142 453,143,465 705,776,609Total revenues 15,563,227,736 15,161,682,652 6,111,133,708 6,093,880,758Expenses 4<strong>Co</strong>st of sale of goods andrendering of services 11,344,791,598 11,056,541,124 4,551,911,909 4,500,643,443Selling and administrative expenses 2,851,198,386 2,608,562,530 487,323,798 474,660,722Total expenses 14,195,989,984 13,665,103,654 5,039,235,707 4,975,304,165Profit before interest andincome tax expenses 1,367,237,752 1,496,578,998 1,071,898,001 1,118,576,593Interest expense 4, 24 153,956,096 100,456,398 19,444,052 18,831,217Income tax expense 25 343,052,504 431,090,764 184,910,961 143,719,462Profit after tax 870,229,152 965,031,836 867,542,988 956,025,914Net profit of minority interest (2,686,164) (9,005,922) - -Net profit 867,542,988 956,025,914 867,542,988 956,025,914Basic earnings per share 26 5.53 6.09 5.53 6.09The accompanying notes are an integral part of these financial statements.69


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESStatements of changes in shareholders’ equityFor the years ended 31 December 2006 and 2005Reserves<strong>Co</strong>nsolidatedRetained earningsIssued andReserve for<strong>Co</strong>mpanypaid-upShareDonatedHedgingLegalbusinessshares held by aMinorityNoteshare capitalpremiumsurplusreservereserveexpansionUnappropriatedsubsidiaryinterestTotalBalance at 1 January 2005 1,588,125,000 3,751,379,641 36,867,563 (3,011,527) 247,811,996 87,400,944 2,310,324,344 (40,454,983) 221,706,418 8,200,149,396Adjustment on de-consolidation of subsidiarycompany which became an associate - - - - - - - - (51,929,876) (51,929,876)Hedging reserve - - - (3,001,328) - - - - (43,443) (3,044,771)Net profit - - - - - - 956,025,914 - - 956,025,914Net profit of minority interest - - - - - - - - 9,005,922 9,005,922Dividends 28 - - - - - - (627,910,026) - - (627,910,026)Dividends of subsidiaries paid tominority interest - - - - - - - - (9,912,330) (9,912,330)Balance at 31 December 2005 1,588,125,000 3,751,379,641 36,867,563 (6,012,855) 247,811,996 87,400,944 2,638,440,232 (40,454,983) 168,826,691 8,472,384,229Adjustment on portionchange of investment - - - - - - - - (106,260) (106,260)Hedging reserve - - - (8,237,144) - - - - (118,651) (8,355,795)Net profit - - - - - - 867,542,988 - - 867,542,988Net profit of minority interest - - - - - - - - 2,686,164 2,686,164Dividends 28 - - - - - - (549,441,900) - - (549,441,900)Dividends of subsidiaries paid to(in Baht)minority interest - - - - - - - - (5,171,350) (5,171,350)Balance at 31 December 2006 1,588,125,000 3,751,379,641 36,867,563 (14,249,999) 247,811,996 87,400,944 2,956,541,320 (40,454,983) 166,116,594 8,779,538,07670The accompanying notes are an integral part of these financial statements.


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESStatements of changes in shareholders’ equityFor the years ended 31 December 2006 and 2005ReservesThe <strong>Co</strong>mpanyRetained earningsIssued andReserve for<strong>Co</strong>mpanypaid-upShareDonatedHedgingLegalbusinessshares held by aNoteshare capitalpremiumsurplusreservereserveexpansionUnappropriatedsubsidiaryTotal(in Baht)Balance at 1 January 2005 1,588,125,000 3,751,379,641 36,867,563 (3,011,527) 158,812,500 85,000,000 2,401,724,784 (40,454,983) 7,978,442,978Hedging reserve - - - (3,001,328) - - - - (3,001,328)Net profit - - - - - - 956,025,914 - 956,025,914Dividends 28 - - - - - - (627,910,026) - (627,910,026)Balance at 31 December 2005 1,588,125,000 3,751,379,641 36,867,563 (6,012,855) 158,812,500 85,000,000 2,729,840,672 (40,454,983) 8,303,557,538Hedging reserve - - - (8,237,144) - - - - (8,237,144)Net profit‘ - - - - - - 867,542,988 - 867,542,988Dividends 28 - - - - - - (549,441,900) - (549,441,900)Balance at 31 December 2006 1,588,125,000 3,751,379,641 36,867,563 (14,249,999) 158,812,500 85,000,000 3,047,941,760 (40,454,983) 8,613,421,482The accompanying notes are an integral part of these financial statements.71


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESStatements of cash flowsFor the years ended 31 December 2006 and 2005<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in Baht)Cash flows from operating activitiesNet profit 867,542,988 956,025,914 867,542,988 956,025,914Adjustments forDepreciation and amortisation 744,202,673 690,155,220 50,563,135 54,699,080Interest income (11,423,850) (9,584,464) (65,580,230) (31,967,207)Interest expense 153,956,096 100,456,398 19,444,052 18,831,217Amortisation of goodwill (1,082,936) (1,039,099) - -Dividend income from other companies - (3,824,910) - -Bad debts and allowance for doubtful accounts (reversal) 9,365,544 (14,467,216) 3,034,334 (5,480,560)Allowance for obsolete and slow-moving inventories 65,037,822 44,841,538 - 1,421,725Provision for staff retirement benefits 33,962,564 46,592,739 3,317,851 6,170,024Gain on sale of investments and sale of loan to related partyand related interest receivable 10 (189,492,350) - (189,492,620) -Gain on sale of equipment (4,145,898) (18,022,372) (888,814) (719,498)Loss on write-off of equipment 643,823 38,294,570 11,434 8Loss on write-off of intangible assets 1 817,698 - -Loss on write-off of investment in associate company - 300 - 300Share of profits from investments accounted for usingthe equity method (35,199,421) (28,329,142) (453,143,465) (705,776,609)Share of profits in subsidiaries of minority interest 2,686,164 9,005,922 - -Income tax expense 343,052,504 431,090,764 184,910,961 143,719,4621,979,105,724 2,242,013,860 419,719,626 436,923,85672The accompanying notes are an integral part of these financial statements.


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESStatements of cash flowsFor the years ended 31 December 2006 and 2005<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in Baht)Changes in operating assets and liabilitiesTrade accounts receivable (377,383,025) 230,094,983 (332,626,555) 333,283,098Advances to/from related parties 2,559,079 347,322 (4,308,325) (8,047,596)Inventories (35,660,088) (285,663,373) (188,060) 728,655Other current assets 25,860,100 91,499,399 (2,558,301) 10,104,879Other non-current assets (22,833,584) (25,544,018) - -Trade accounts payable 101,861,134 (64,583,707) 306,676,639 (254,710,765)Accrued expenses 222,975,415 (8,584,192) 6,824,015 6,413,704Other current liabilities (69,792,948) 48,084,456 (2,249,222) (788,393)Provisions for staff retirement benefits (19,036,120) (16,658,452) (2,170,860) (2,170,223)Other non-current liabilities (5,047,045) (4,004,439) (4,760,305) (4,461,391)1,802,608,642 2,207,001,839 384,358,652 517,275,824Income taxes paid (320,384,127) (558,584,180) (105,829,509) (105,140,224)Net cash provided by operating activities 1,482,224,515 1,648,417,659 278,529,143 412,135,600Cash flows from investing activitiesInterest income 11,314,141 9,409,741 63,189,162 23,160,687Dividends received 17,599,999 32,624,910 332,244,051 525,828,839Purchase of property, plant and equipment (714,798,819) (1,779,160,791) (13,893,203) (11,663,378)Sales of property, plant and equipment 10,584,002 24,487,401 1,226,745 1,827,902Purchase of intangible assets (20,111,353) (18,793,462) (9,784,088) (13,382,600)Short-term loans to related parties - - (467,000,000) (270,000,000)Proceeds from payments of short-term loansto related parties - 5,000,000 180,736,676 326,275,944Cash paid for purchases of subsidiary (93,860) - (93,860) -Proceeds from sale of investments and sale of loan torelated party and related interest receivable 10 189,917,350 - 187,622,620 -Net cash (used in) provided by investing activities (505,588,540) (1,726,432,201) 274,248,103 582,047,394The accompanying notes are an integral part of these financial statements.73


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESStatements of cash flowsFor the years ended 31 December 2006 and 2005<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in Baht)Cash flows from financing activitiesInterest paidDividends paidDividends paid to minority interestProceeds from long-term loans from financial institutionsRepayments of long-term loans from financial institutions(Decrease) increase in short-term loans fromfinancial institutionsProceeds from short-term loans from related partiesRepayments of short-term loans from related partiesNet cash(used in) provided by financing activitiesNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at beginning of yearLess cash and cash equivalents of subsidiarywhich became an associate during the yearCash and cash equivalents at end of the yearCash and cash equivalents , as shown in the statementsof cash flows, consisted of:Cash and cash equivalents as shown in the balance sheetsLess Bank overdraftsCash and cash equivalents as shown in the statementsof cash flows74The accompanying notes are an integral part of these financial statements.


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Note<strong>Co</strong>ntents1. General information2. Basis of preparation of financial statements3. Significant accounting policies4. Related party transactions and balances5. Cash and cash equivalents6. Trade accounts receivable7. Inventories8. Other current assets9. Investments accounted for using the equity method10. Gain on sale of investments and sale of loan to related party and related interest receivable11. Other long-term investments12. Property, plant and equipment13. Intangible assets14. Deferred tax15. Other non-current assets16. Interest-bearing liabilities17. Trade accounts payable18. Other current liabilities19. Other non-current liabilities20. Reserves21. <strong>Co</strong>mpany shares held by a subsidiary22. Segment information23. Other income24. Interest expense25. Income tax26. Earnings per share27. Promotional privileges28. Dividends29. Financial instruments30. <strong>Co</strong>mmitments75


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Note<strong>Co</strong>ntents31. <strong>Co</strong>ntingent liabilities32. Events after the balance sheet date33. Other events34. New and revised accounting standards not yet adopted35. Reclassification of accounts76


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005These notes form an integral part of the financial statements.The financial statements were authorised for issue by the directors on 22 February 2007.1 General information<strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany Limited, the “<strong>Co</strong>mpany”, is incorporated in Thailand and has its registered office at <strong>Berli</strong><strong>Jucker</strong> House, 99 Soi Rubia, Sukhumvit 42 Road, Bangkok 10110.The <strong>Co</strong>mpany was listed on the Stock Exchange of Thailand in 1975.The immediate and ultimate holding company during the financial year was T.C.C. Holding <strong>Co</strong>mpany which wasincorporated in Thailand.The principal activities of the <strong>Co</strong>mpany and its subsidiaries (together referred to as the “Group”), are involved inmanufacturing, distribution and other service activities in the following areas:Packaging productsThe Group is involved in the manufacturing, marketing and distribution of glass containers and rigid plasticcontainers.<strong>Co</strong>nsumer productsThe Group is involved in the manufacturing, marketing and distribution of various consumer products including tissuepaper, personal products (soaps and shampoos), snack foods and confectionery. These products are marketed anddistributed under BJC’s own brand names as well as under contracts with third parties.Technical and industrial productsThe Group is involved in the importing and distribution of various products including stationery, industrial chemicals,food ingredients, pharmaceuticals, imaging products and hospital supplies.77


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005<strong>Co</strong>nstruction and engineeringThe Group is involved in the design, supply and assembly of automation & control systems, industrial equipment,logistics & warehouse and galvanised steel towers for power transmission lines.LogisticsThe Group is involved in providing customs clearing, warehousing, transportation and distribution service for bothGroup companies and outside customers.Details of the <strong>Co</strong>mpany’s subsidiaries are as follows:Subsidiaries Type of business Ownership interest2006 2005Direct subsidiaries (%)Montana <strong>Co</strong>mpany Limited<strong>Berli</strong> <strong>Jucker</strong> Foods LimitedRubia Investments Limited<strong>Berli</strong> <strong>Jucker</strong> Logistics LimitedBJC Marketing <strong>Co</strong>mpany LimitedBJC Trading <strong>Co</strong>mpany LimitedBJC Engineering <strong>Co</strong>mpany LimitedThai Flourspar & Minerals <strong>Co</strong>mpany LimitedRubia Industries LimitedThai Glass Industries <strong>Public</strong> <strong>Co</strong>mpany Limited<strong>Berli</strong> <strong>Jucker</strong> Specialties Limited<strong>Berli</strong> <strong>Jucker</strong> Cellox LimitedSale of cosmetics and machineryManufacture of snack foodsInvestment vehicleCustoms clearing, warehousing,transportation and distribution serviceSale of consumer productsSale of medicals, chemicals, imagingproduct and stationerySale of machinery and constructionsuppliesDormantManufacture of soap, cosmetics andconfectioneryManufacture of glass containersSale of chemicalsManufacture of paper products78


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Subsidiaries Type of business Ownership interest2006 2005Indirect subsidiaries (%)<strong>Co</strong>sma Medical <strong>Co</strong>mpany LimitedThai-Scandic Steel <strong>Co</strong>mpany LimitedMarble & Stones <strong>Co</strong>mpany LimitedThai Sancella <strong>Co</strong>mpany LimitedVina Glass Industries <strong>Co</strong>mpany LimitedSale of medical productsManufacture of galvanised steelstructuresDormantDormantNot in operationAll subsidiaries were registered in Thailand except for Rubia Investments Limited, which was registered in the BritishVirgin Islands, Vina Glass Industries <strong>Co</strong>mpany Limited registered in Vietnam and <strong>Berli</strong> <strong>Jucker</strong> (Myanmar) <strong>Co</strong>mpanyLimited registered in Union of Myanmar.The Group primarily operates in Thailand (except for certain subsidiaries as mentioned above), and employs 4,379employees as of 31 December 2006 (2005: 4,430 employees). The employee costs of the Group for the year ended31 December 2006 amounted to Baht 1,695 million (2005: Baht 1,688 million).2 Basis of preparation of financial statementsThe financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translationof the financial statements has been prepared for the convenience of readers not conversant with the Thai language.The financial statements are prepared in accordance with Thai Accounting Standards (”TAS”) including related interpretationsand guidelines promulgated by the Federation of Accounting Professions (”FAP”) and with generallyaccepted accounting principles in Thailand.The financial statements are presented in Thai Baht. They are prepared on the historical cost basis except asdisclosed in the accounting policies.79


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005The preparation of financial statements in conformity with TAS requires management to make judgements, estimatesand assumptions that affect the application of policies and reported amounts of assets, liabilities, income andexpenses. The estimates and associated assumptions are based on historical experience and various other factorsthat are believed to be reasonable under the circumstances, the results of which form the basis of making the judgementsabout carrying amounts of assets and liabilities that are not readily apparent from other sources.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates arerecognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of therevision and future periods, if the revision affects both current and future periods.3 Significant accounting policies3.1 Basis of consolidationThe consolidated financial statements relate to the <strong>Co</strong>mpany and its subsidiaries and the Group’s interest inassociates.Significant intra-group transaction between the <strong>Co</strong>mpany and its subsidiaries are eliminated on consolidation.The financial statements of <strong>Berli</strong> <strong>Jucker</strong> (Myanmar) <strong>Co</strong>mpany Limited, a subsidiary which was registered in Union ofMyanmar, are not included in the consolidated financial statements as this subsidiary operates under restrictions totransfer funds to the <strong>Co</strong>mpany.In the second quarter of 2005 T.C.C. Technology <strong>Co</strong>mpany Limited (“T.C.C.T.”), a subsidiary, increased its registeredand paid-up shares capital in the amount of Baht 60 million. The <strong>Co</strong>mpany has not exercised the rights to purchasethe increased share capital. As a result, the <strong>Co</strong>mpany’s shareholding in T.C.C.T. has decreased from 51% to 34%and the status of T.C.C.T. has, therefore, changed from a subsidiary to an associated company. The consolidatedstatement of income for the year ended 31 December 2005 includes the statement of income of T.C.C.T. up to May2005. Thereafter the investment in T.C.C.T. is accounted for using the equity method.80


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005SubsidiariesSubsidiaries are those companies controlled by the <strong>Co</strong>mpany. <strong>Co</strong>ntrol exists when the <strong>Co</strong>mpany has the power,directly or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from itsactivities. The financial statements of subsidiaries are included in the consolidated financial statements from the datethat control commences until the date that control ceases.AssociatesAssociates are those companies in which the Group has significant influence, but not control, over the financial andoperating policies. The consolidated financial statements include the Group’s share of the total recognised gains andlosses of associates on an equity accounted basis, from the date that significant influence commences until the datethat significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’scarrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Grouphas incurred legal or constructive obligations or made payments on behalf of an associate.Business combinationsBusiness combinations are accounted for using the purchase method. The cost of an acquisition is measured at thefair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange,plus costs directly attributable to the acquisition.3.2 Foreign currenciesForeign currency transactionsTransactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of thetransactions.Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Thai Bahtat the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognisedin the statement of income.81


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using theforeign exchange rates ruling at the dates of the transactions. Non-monetary assets and liabilities measured at fairvalue in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates that fair valuewas determined.Foreign entitiesThe assets and liabilities of foreign entities are translated to Thai Baht at the foreign exchange rates ruling at thebalance sheet date.The revenues and expenses of foreign entities are translated to Thai Baht at rates approximating the foreign exchangerates ruling at the dates of the transactions.3.3 Derivative financial instrumentsDerivative financial instruments are used to manage exposure to foreign exchange, interest rate and commodity pricerisks arising from operational, financing and investment activities. Derivative financial instruments are not used fortrading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.Derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, they are remeasuredat fair value. The gain or loss on remeasurement to fair value is recognised immediately in the statement ofincome. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss dependson the nature of the item being hedged (see accounting policy 3.4).The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate theswap at the balance sheet date, taking into account current interest rates and the current creditworthiness of theswap counterparties.The fair value of forward exchange contracts is their quoted market price at the balance sheet date, being the presentvalue of the quoted forward price.82


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 20053.4 HedgingFair value hedgesWhere a derivative financial instrument hedges the changes in fair value of a recognised asset, liability or unrecognisedfirm commitment, any gain or loss on remeasuring the fair value or foreign currency component of the hedginginstrument is recognised in the statement of income. The hedged item is also stated at fair value in respect of the riskbeing hedged, with any gain or loss being recognised in the statement of income.Cash flow hedgesWhere a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised assetor liability or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financialinstrument is recognised directly in equity.If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or financial liability, theassociated cumulative gains or losses that were recognised directly in equity are recognised in the statement ofincome in the same period or periods during which the asset acquired or liability assumed affects the statements ofincome.If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or non-financialliability, or a forecast transaction for a non-financial asset or non-financial liability becomes a firm commitment forwhich fair value hedge accounting is applied, the associated cumulative gains or losses that were recognised directlyin equity are removed from equity and recognised in the statement of income in the same period or periods duringwhich the asset acquired or liability assumed affects the statement of income.For cash flow hedges other than those noted in the preceding two paragraphs, the associated cumulative gains orlosses that were recognised directly in equity are removed from equity and recognised in the statement of income inthe same period or periods during which the hedged forecast transaction affects the statement of income.83


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Discontinuing hedge accountingHedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or nolonger qualifies for hedge accounting. Any cumulative gain or loss on the hedging instrument existing in equity isretained in equity and is recognised when the forecast transaction is ultimately recognised in the statement of income.When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity isrecognised in the statement of income immediately.3.5 Cash and cash equivalentsCash and cash equivalents comprise cash balances, call deposits and highly liquid short-term investments. Bankoverdrafts that are repayable on demand are a component of cash and cash equivalents for the purpose of the statementof cash flows.3.6 Trade and other accounts receivablesTrade and other accounts receivables (including balances with related parties) are stated at their invoice value lessallowance for doubtful accounts.The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectationsof customer payments. Bad debts are written off when incurred.3.7 InventoriesInventories are stated at the lower of cost and net realisable value.<strong>Co</strong>st is calculated using the weighted average cost and ‘first-in-first-out’ formula and comprises all costs ofpurchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of overheadsbased on normal operating capacity.Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to completeand to make the sale.84


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005An allowance is made for all deteriorated, damaged, obsolete and slow-moving inventories.In the first quarter of 2006, a subsidiary changed its accounting policy for moulds, which were previously recorded asexpenses at the purchased date, to the inventory method under which the cost of moulds will be amortised asexpenses over the production units. In addition, it changed its estimated useful life of transportation packaging,which previously was amortised as expenses over 12 - 24 months to be 36 - 60 months. The effect on this changeof accounting policy and accounting estimate is not material to the financial statements for the current period. Thecomparative prior year and prior period financial statements have not been restated since the effect is not material.3.8 InvestmentsInvestments in subsidiaries and associatesInvestments in subsidiaries and associates in the separate financial statements of the <strong>Co</strong>mpany are accounted forusing the equity method.Investments in other equity securitiesEquity securities which are not marketable are stated at cost less impairment losses.Disposal of investmentsOn disposal of an investment, the difference between net disposal proceeds and the carrying amount is recognisedin the statement of income.If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determinedusing the weighted average method applied to the carrying value of the total holding of the investment.3.9 Property, plant and equipmentProperty, plant and equipment are stated at cost less accumulated depreciation and impairment losses.85


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005DepreciationDepreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of eachpart of an item of property, plant and equipment. The estimated useful lives are as follows:YearsBuildings, land and building improvementMachinery and equipmentFurniture, fixtures and office equipmentVehicles20-355-205-105-10No depreciation is provided on land and assets under construction.Gains or losses on disposals of property, plant and equipment are presented as other income or other expense in thestatement of income at the disposal date.3.10 Intangible assetsGoodwillGoodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’sshare of the identifiable net assets acquired. Negative goodwill in a business combination represents the excess ofthe fair value of the Group’s share of the identifiable net assets acquired over the cost of acquisition.Goodwill and negative goodwill are stated at cost less accumulated amortisation and impairment losses. Goodwilland negative goodwill arising on acquisition of shares in subsidiaries and associates in the <strong>Co</strong>mpany’s separate financialstatements are included in investments.The gain or loss on disposal of an entity includes the unamortised balance of goodwill relating to the entity disposedof.86


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Other intangible assetsOther intangible assets which are acquired by the Group are stated at cost less accumulated amortisation andimpairment losses.AmortisationAmortisation is charged to the statement of income on a straight-line basis from the date that intangible assets areavailable for use over the estimated useful lives of the assets, unless such lives are indefinite. Intangible assets withan indefinite useful life are not amortised but are systematically tested for impairment at each balance sheet date. Theestimated useful lives are as follows:YearsGoodwillPatents and trademarksSoftware licences201053.11 ImpairmentThe carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there isany indication of impairment. If any such indication exists, the assets’ recoverable amount is estimated.Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairmentannually and as and when indicators of impairment are identified.An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds itsrecoverable amount. The impairment loss is recognised in the statement of income unless it reverses a previousrevaluation credited to equity, in which case it is charged to equity.87


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Calculation of recoverable amountThe recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, theestimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects currentmarket assessments of the time value of money and the risks specific to the asset. For an asset that does not generatecash inflows largely independent of those from other assets, the recoverable amount is determined for the cashgeneratingunit to which the asset belongs.Reversals of impairmentAn impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.However, an impairment loss in respect of goodwill is not reversed.An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carryingamount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.3.12 Interest-bearing liabilitiesInterest-bearing liabilities are recognised initially at cost.3.13 Trade and other accounts payableTrade and other accounts payable (including balances with related parties) are stated at cost.3.14 Employee benefitsDefined contribution plansThe Group established a provident fund under the Provident Fund Act (B.E. 2530), the assets of which are separatedfrom the Group’s assets and managed by the fund manager. Under the plan the employees must contribute to thefund at the rate of 3%-7.5% of their basic salaries, while the relevant Group companies contribute an additional suchrate. <strong>Co</strong>ntributions to the provident fund are charged to the statement of income in the year to which they relate.88


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Defined benefit planThe defined benefit retirement plan is based on the years of service and remuneration at retirement and is providedfor all employees. The plan is not funded but a reserve for the liability is recorded in the financial statements. Annualpension cost is estimated by reference to expected final employee benefits, length of service and other relatedfactors.3.15 ProvisionsA provision is recognised in the balance sheets when the Group has a present legal or constructive obligation as aresult of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligationand a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determinedby discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of thetime value of money and, where appropriate, the risks specific to the liability.3.16 RevenueRevenue excludes value added taxes and is arrived at after deduction of trade discounts.Sale of goods and services renderedRevenue is recognised in the statement of income when the significant risks and rewards of ownership have beentransferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods orthere are significant uncertainties regarding recovery of the consideration due, associated costs or the probablereturn of goods. Service income is recognised as services are provided.Rental incomeRental income is recognised in the statement of income on a straight-line basis over the term of the lease. Leaseincentives granted are recognised as an integral part of the total rental income.89


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Long-term lease premiums received in advance are booked as deferred income and are dealt with under other noncurrentliabilities. Income is recognised on a straight-line basis over the duration of the lease. Income recognisablewithin one year is dealt with as part of other current liabilities.Interest and dividend incomeInterest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statementof income on the date the Group’s right to receive payments is established which in the case of quoted securitiesis usually the ex-dividend date.3.17 ExpensesOperating leasesPayments made under operating leases are recognised in the statement of income on a straight line basis over theterm of the lease. Lease incentives received are recognised in the statement of income as an integral part of the totallease payments made. <strong>Co</strong>ntingent rentals are charged to the statement of income in the accounting period in whichthey are incurred.Finance costsInterest expenses and similar costs are charged to the statement of income in the period in which they are incurred,except to the extent that they are capitalised as being directly attributable to the acquisition, construction or productionof an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale.3.18 Income taxIncome tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in thestatement of income except to the extent that it relates to items recognised directly in equity.Current taxCurrent tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balancesheet date, and any adjustment to tax payable in respect of previous years.90


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Deferred taxDeferred tax is provided, using the liability method, on temporary differences between the carrying amounts of assetsand liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences arenot recognised for goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affectneither accounting nor taxable profit; and differences relating to investments in subsidiaries to the extent that they willprobably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected mannerof realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantiallyenacted at the balance sheet date.A deferred tax asset is recognised only to the extent that it is probable that future taxable profit will be availableagainst which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probablethat the related tax benefit will be realised.4 Related party transactions and balancesRelated parties are those parties linked to the Group and the <strong>Co</strong>mpany by common shareholders or directors. Transactionswith related parties are conducted at prices based on market prices or, where no market price exists, atcontractually agreed prices.The names of related parties other than subsidiaries and associates (see note 9) with whom the <strong>Co</strong>mpany has hadtransactions are as follows:Other related parties Relationship Business typeBang-Na Logistic <strong>Co</strong>mpany Limited <strong>Co</strong>-director Trading of bottlesSang Som <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryAthimart <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryBeer Thai (1991) <strong>Co</strong>mpany Limited <strong>Co</strong>-director Beer brewery<strong>Co</strong>smos Brewery (Thailand) Limited <strong>Co</strong>-director Manufacture and breweryKaenkwan <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryTheparunothai <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryT.C.C. Holding <strong>Co</strong>mpany Limited Major shareholder Investment vehicle91


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Other related parties Relationship Business typeNakornchuen <strong>Co</strong>mpany Limited <strong>Co</strong>-director Rental in real estateKarnchanasingkorn <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryLakchai Liquor Trading <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryFuengfuanant <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryS.S. Karnsura <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distillerySimathurakij <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryThanapakdi <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryNateechai <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distillery<strong>Co</strong>smo Liquor <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryMongkolsamai <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distillerySura Bangyikan <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryPisetkij <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distilleryBeer Thip Brewery (1991) <strong>Co</strong>mpany Limited <strong>Co</strong>-director Beer breweryThai Beverage <strong>Public</strong> <strong>Co</strong>mpany Limited <strong>Co</strong>-director Holding <strong>Co</strong>mpanyThai Beverage Marketing <strong>Co</strong>mpany Limited <strong>Co</strong>-director Import and export spirits fortrading/international marketingSoutheast Capital <strong>Co</strong>mpany Limited <strong>Co</strong>-director LeasingAsiabev <strong>Co</strong>mpany Limited <strong>Co</strong>-director Spirits distillery, beer breweryand soft drinkThe pricing policies for particular types of transactions are explained further below:Sales prices are determined based on cost of the related goods and services plus margin. Purchase prices are determinedbased on market prices less mark up margin. The <strong>Co</strong>mpany loans are charged at the borrowing cost andmarket rates. Administrative expenses are allocated to subsidiaries and associate based on the actual cost incurred.92


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Transactions for the years ended 31 December 2006 and 2005 with related parties are summarised as follows:<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)RevenueSubsidiariesRevenue from sale of goodsInterest incomeRental and services incomeAllocation of administrative expenses(present net off selling and administrative expenses)The <strong>Co</strong>mpanyAssociatesInterest incomeRental and services incomeAllocation of administrative expenses(present net off selling and administrative expenses)Other related partiesRevenue from sale of goodsInterest incomeExpensesSubsidiariesPurchase of goods and servicesRental and services expenseInterest expenseAssociatesPurchase of goods and servicesInterest expense93


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)Other related partiesPurchase of goods and servicesInterest expenseThe <strong>Co</strong>mpanyThe <strong>Co</strong>mpany paid directors’ remuneration and directors’ bonuses to directors for the year ended 31 December 2006 inthe amount of Baht 21 million (2005: Baht 23 million).Balances as at 31 December 2006 and 2005 with related parties are as follows:<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)Trade accounts receivable(Form part of the trade accountsreceivable in the balance sheets)SubsidiariesOther related partiesTotalShort-term loans and other accounts receivableShort-term loansSubsidiaries<strong>Berli</strong> <strong>Jucker</strong> Cellox LimitedThai Glass Industries Pcl.<strong>Berli</strong> <strong>Jucker</strong> Specialties LimitedThai Sancella <strong>Co</strong>mpany LimitedBJC Marketing <strong>Co</strong>mpany LimitedBJC Trading <strong>Co</strong>mpany LimitedBJC Engineering <strong>Co</strong>mpany LimitedTotal94


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)AssociatesT.C.C. Technology <strong>Co</strong>mpany LimitedOther related partiesPathumtani Water <strong>Co</strong>mpany LimitedTotalLess Allowance for doubtful accountsTotal short-term loans, netOther accounts receivableSubsidiariesAssociatesOther related partiesTotalLess Allowance for doubtful accountsTotal other accounts receivable, netTotal short-term loans and otheraccounts receivable, netMovements during the years on loans to related parties are as follows:<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)Short-term loansSubsidiariesAt 1 JanuaryIncreaseDecrease- proceeds from payments of subsidiaries- short-term loan to subsidiary which becamean associate during the yearAt 31 December95


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)AssociatesAt 1 JanuaryDecreaseAt 31 DecemberThe <strong>Co</strong>mpanyOther related partiesAt 1 JanuaryDecreaseAt 31 DecemberTotal short-term loansLess Allowance for doubtful accountsTotal short-term loans , net at the end of the yearsTrade accounts payable(Form part of the trade accountspayable balance in the balance sheets)SubsidiariesAssociatesOther related partiesTotal96


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)The <strong>Co</strong>mpanyShort-term loans and other accounts payableShort-term loansSubsidiariesThai-Scandic Steel <strong>Co</strong>mpany LimitedThai Flourspar & Minerals <strong>Co</strong>mpany Limited<strong>Berli</strong> <strong>Jucker</strong> Logistics LimitedMontana <strong>Co</strong>mpany LimitedRubia Industries Limited<strong>Berli</strong> <strong>Jucker</strong> Foods LimitedTotalAssociatesBJC Marine Resources Development <strong>Co</strong>mpany LimitedOther related partiesJ.N.P.A. <strong>Co</strong>mpany LimitedTotal short-term loansOther accounts payableSubsidiariesAssociatesOther related partiesTotal other accounts payableTotal short-term loans and other accounts payable97


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Movements during the years on loans from related parties are as follow :Short-termSubsidiariesAt 1 JanuaryIncreaseDecreaseAt 31 December<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)AssociatesAt 1 JanuaryDecreaseAt 31 DecemberOther related partiesAt 1 JanuaryIncreaseDecrease-short-term borrowings of subsidiary whichbecome an associate during the yearAt 31 DecemberTotal short-term loans at the end of the years98


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Short-term loans to related parties are unsecured and denominated in Thai Baht. All loans carry interest rates for theyear 2006 at 5.10% - 6.00% per annum (2005: 3.63% - 4.50% per annum).Short-term loans from related parties are unsecured and denominated in Thai Baht. The loans are repayable on demandand carry interest rates for the year 2006 at 2.00% - 4.00% per annum (2005 : 1.50% - 3.00% per annum).As at 31 December 2006 in the ordinary course of business, the <strong>Co</strong>mpany has given guarantees of Baht 340 million(2005 : Baht 376 million) to third parties on behalf of subsidiaries and associates.In the second quarter 2006, the <strong>Co</strong>mpany sold its loan and related interest receivable to Pathum Thani Water <strong>Co</strong>mpanyLimited, a related <strong>Co</strong>mpany, to a company in the amounts of Baht 79 million and Baht 48 million, respectively, totallingBaht 127 million as described in note 10.5 Cash and cash equivalentsCash at bank and on handCall deposits with bankShort-term deposits with financial institutionsTotal<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)The average interest rates of deposits held at call with banks for the year 2006 at 3.50% per annum (2005 : 2.40% perannum).99


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 20056 Trade accounts receivableTrade accounts receivableInstallment receivablesLess Unearned interest on installment contractsTotalLess Allowance for doubtful accountsTrade accounts receivable, net<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)As at 31 December 2006 and 2005, the <strong>Co</strong>mpany and its subsidiaries had outstanding balances of trade accountsreceivable (including trade accounts receivable from related parties) aged by number of months as follows:Within credit termsOver due:TotalLess than 3 months3 - 6 months6 - 12 monthsOver 12 monthsLess Allowance for doubtful accountsTrade accounts receivable, net<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)The normal credit term granted by the Group is during 30-75 days.100


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 20057 Inventories<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)Raw materials and packaging materialsWork in progressFinished goodsAssemblies and spare partsOther materialsGoods in transitTotalLess Allowance for obsolete andslow-moving inventoriesInventories, net8 Other current assets<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)Purchase value added taxPrepaid expensesFarmer receivablesAdvance paymentsAdvances to suppliersOther receivablesOthersTotalLess Allowance for doubtful accountsOther current assets, net101


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 20059 Investments accounted for using the equity methodNet book value at 1 JanuaryShare of profits from investments-equity methodIncreased portion in subsidiariesTransfer subsidiary to associated companyDividend incomeHedging reserveOthersNet book value at 31 December<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)Disclosed as :Investments accounted for using the equity method<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)Excess of share of losses over costs of Investments(presented under other non-current liabilities)Total102


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Investments accounted for using the equity method in the consolidated financial statements as at 31 December 2006and 2005, and dividend income from the investments during the years ended on those dates, are as follows:<strong>Co</strong>nsolidatedOwnership interest Paid-up capital <strong>Co</strong>st method Equity method Dividend income2006 2005 2006 2005 2006 2005 2006 2005 2006 2005(%)(in thousand Baht)AssociatesBJC Marine Resources Development<strong>Co</strong>mpany Limited<strong>Berli</strong> Asiatic Soda <strong>Co</strong>mpany Limited<strong>Berli</strong> Dynaplast <strong>Co</strong>mpany LimitedADAT Sales (Thailand) LimitedT.C.C. Technology <strong>Co</strong>mpany LimitedPacific Leisure (Thailand) LimitedTotalLess Allowance for impairmentTotal investments accounted for usingthe equity method in the consolidatedfinancial statements103


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Investments accounted for using the equity method in the <strong>Co</strong>mpany’s financial statements as at 31 December 2006 and 2005,and dividend income from the investments during the years ended on those dates, are as follows:The <strong>Co</strong>mpanyOwnership interest Paid-up capital <strong>Co</strong>st method Equity method Dividend income2006 2005 2006 2005 2006 2005 2006 2005 2006 2005(%)(in thousand Baht)SubsidiariesMontana <strong>Co</strong>mpany Limited<strong>Berli</strong> <strong>Jucker</strong> Foods LimitedRubia Investments Limited<strong>Berli</strong> <strong>Jucker</strong> Logistics LimitedBJC Marketing <strong>Co</strong>mpany LimitedBJC Trading <strong>Co</strong>mpany LimitedThai Flourspar & Minerals <strong>Co</strong>mpany LimitedRubia Industries LimitedThai Glass Industries <strong>Public</strong> <strong>Co</strong>mpany Limited<strong>Berli</strong> <strong>Jucker</strong> Specialties Limited<strong>Berli</strong> <strong>Jucker</strong> Cellox LimitedThai-Scandic Steel <strong>Co</strong>mpany LimitedMarble & Stones <strong>Co</strong>mpany LimitedTotal investments in subsidiaries104


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005The <strong>Co</strong>mpanyOwnership interest Paid-up capital <strong>Co</strong>st method Equity method Dividend income2006 2005 2006 2005 2006 2005 2006 2005 2006 2005(%)(in thousand Baht)AssociatesBJC Marine Resources Development <strong>Co</strong>mpany Limited<strong>Berli</strong> Asiatic Soda <strong>Co</strong>mpany Limited<strong>Berli</strong> Dynaplast <strong>Co</strong>mpany LimitedT.C.C. Technology <strong>Co</strong>mpany LimitedTotalLess Allowance for impairmentTotal investment in associatesTotal investments accounted for using equity methodin the <strong>Co</strong>mpany’s financial statements105


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005As at 31 December 2006 and 2005, the <strong>Co</strong>mpany had an investment in a subsidiary company which had deficit inshareholders’ equity. This deficit is presented under other non-current liabilities in the <strong>Co</strong>mpany’s financial statements,as follows:The <strong>Co</strong>mpanyOwnership interest Paid-up capital <strong>Co</strong>st method Equity method Dividend income2006 2005 2006 2005 2006 2005 2006 2005 2006 2005(%)(in thousand Baht)SubsidiaryBJC Engineering <strong>Co</strong>mpany LimitedTotal106


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200510 Gain on sale of investments and sale of loan to related party and related interest receivableIn the second quarter 2006, the <strong>Co</strong>mpany and its subsidiary sold its investments in related parties, loans to related partyand related interest receivable and tranferred its rights and obligations relating to the Sponsors Support Agreementdated 29 June 1998, for the sum of Baht 190 million. The transaction was completed on 30 June 2006. The gain on saleof investments and sale of loans to related parties and related interest receivable, in the amount of Baht 189 million, waspresented in the consolidated and the <strong>Co</strong>mpany statement of income for the year ended 31 December 2006.details as belows:Held by Share Price per shareSale of investments(in thousand Baht)- Pathum Thani Water <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong><strong>Co</strong>mpany Limited<strong>Co</strong>mpany Limited- Pathum Thani operations Thai-Scandic Steel<strong>Co</strong>mpany Limited<strong>Co</strong>mpany LimitedTotal sale of investmentsSale of loan to related party and related interest receivable:-Loan to-Interest receivableTotal sale of loan to related party and related interest receivable soldTotal investments, loan to related party and related interest receivable soldLess Sale of investments expensesNetLess Book value of investments and loan to and interest receivable - related partiesGain on sale investments, loan to related party and related interest receivable107


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005(in thousand Baht)investments:- Investments in Pathum Thani Water <strong>Co</strong>mpany Limited- Investments in Pathum Thani Operations <strong>Co</strong>mpany LimitedTotalLess Allowance for impairment of investmentsInvestments - netLoan to related party and related interest receivable-Loan to-Interest receivableTotal loan to related party and related interest receivableLess Allowance for doubtful accountsTotal loan to related party and related interest receivable, netTotal Book value of investments, loan to related party and related interest receivable, net108


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200511 Other long-term investmentsOther long-term investments at 31 December 2006 and 2005 are general investments in equity securities as follows:Siam Cement Myanmar Trading <strong>Ltd</strong>.J.N.P.A. <strong>Co</strong>., <strong>Ltd</strong>.Prathum Thani Operation <strong>Co</strong>., <strong>Ltd</strong>.Prathum Thani Water <strong>Co</strong>., <strong>Ltd</strong>.TotalLess impairment of investmentsTotal other long-term investments, netOwnership interest Paid-up capital <strong>Co</strong>nsolidated The <strong>Co</strong>mpany2006 2005 2006 2005 2006 2005(%)<strong>Co</strong>st method(in thousand Baht)* Kyats currency109


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200512 Property, plant and equipmentChanges in property, plant and equipment in the consolidated financial statements for the years ended 31 December 2006 and2005 are summarised as follows:Building and<strong>Co</strong>nsolidatedFurnitureLand and land building Machinery and fixtures and Vehicles Underimprovement improvement equipment office equipment construction Total(in thousand Baht)<strong>Co</strong>stAt 1 January 2005AdditionsTransfers, netDisposalsWritten-offAt 31 December 2005AdditionsTransfers, netDisposalsWritten-offAt 31 December 2006ß∫°“√‡ß‘π‡©æ“–∫√‘…—∑110


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Building and<strong>Co</strong>nsolidatedFurnitureLand and land building Machinery and fixtures and Vehicles Underimprovement improvement equipment office equipment construction Total(in thousand Baht)Accumulated depreciationAt 1 January 2005Depreciation charge for the yearTransfers, netDisposalsWritten-offAt 31 December 2005Depreciation charge for the yearTransfers, netDisposalsWritten-offAt 31 December 2006111


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Building and<strong>Co</strong>nsolidatedFurnitureLand and land building Machinery and fixtures and Vehicles Underimprovement improvement equipment office equipment construction Total(in thousand Baht)Allowance for impairmentAt 1 January 2006Increase (decrease)At 31 December 2006Net book valueAt 31 December 2005At 31 December 2006112


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005As at 31 December 2006, land and land improvements on the consolidated basis include the excess of acquisition costsattributable to land value amounting to Baht 1,620 million representing the differences between the fair values of land atthe dates of acquisitions of subsidiaries and the original costs of the land to the subsidiaries concerned. Taxes that mightbecome payable on the realisation of revaluation surpluses through disposals of these assets are included under deferredincome tax liabilities in the consolidated financial statements.113


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Changes in property, plant and equipment in the <strong>Co</strong>mpany’s financial statements for the years ended 31 December 2006and 2005 are summarised as follows:The <strong>Co</strong>mpanyFurnitureLand and land Machinery and fixtures and Vehicles Underimprovement Building equipment office equipment construction Total<strong>Co</strong>st(in thousand Baht)At 1 January 2005AdditionsTransfers, netDisposalsWritten-offAt 31 December 2005AdditionsTransfers, netDisposalsWritten-offAt 31 December 2006114


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005The <strong>Co</strong>mpanyFurnitureLand and land Machinery and fixtures and Underimprovement Building equipment office equipment Vehicles construction Total(in thousand Baht)Accumulated depreciationAt 1 January 2005Depreciation charge for the yearDisposalsWritten-offAt 31 December 2005Depreciation charge for the yearDisposalsWritten-offAt 31 December 2006Net book valueAt 31 December 2005At 31 December 2006115


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200513 Intangible assetsIntangible assets in the consolidated financial statements for the years ended 31 Devember 2006 and 2005 consistedof:<strong>Co</strong>nsolidatedParents and SoftwareGoodwill Trademarks Licences Total(in thousand Baht)<strong>Co</strong>stAt 1 January 2005AdditionsDisposalsWritten-offAt 31 December 2005AdditionsDisposalsAt 31 December 2006Accumulated amortisationAt 1 January 2005Amortisation charge for the yearDisposalsWritten-offAt 31 December 2005Amortisation charge for the yearDisposalsAt 31 December 2006Net book valueAt 31 December 2005At 31 December 2006116


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Intangible assets in the <strong>Co</strong>mpany’s financial statements for the years ended 31 Devember 2006 and 2005 consisted ofsoftware licences:<strong>Co</strong>stAt 1 January 2005AdditionsAt 31 December 2005AdditionsDisposalsAt 31 December 2006(in thousand Baht)Accumulated amortisationAt 1 January 2005Amortisation charge for the yearAt 31 December 2005Amortisation charge for the yearDisposalsAt 31 December 2006Net book valueAt 31 December 2005At 31 December 200614 Deferred taxDeferred tax assets and liabilities determined after appropriate offsetting are included in the balance sheets as follows:<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)Deferred tax assetsDeferred tax liabilitiesDeferred tax, netThe <strong>Co</strong>mpany117


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Movement in deferred tax assets and liabilities, prior to offsetting of balances, during the year are as follows:<strong>Co</strong>nsolidated(Charge) credited toAt 1 Januarystatement ofAt 31 DecemberNote2006income (note 25)2006(in thousand Baht)Deferred tax assetsAllowance for impairment in value of investmentsAllowance for impairment invalue of property, plant and equipmentOther allowances and provisionsTax value for loss carry forwardTotalDeferred tax liabilitiesAsset revaluationsTotalDeferred tax, netAt 1 January2006The <strong>Co</strong>mpanyCharge tostatement ofincome (note 25)(in thousand Baht)At 31 December2006Deferred tax assetsAllowance for impairment in value of investmentsOther allowances and provisionsTotal118


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005The following temporary differences have not been recognised:<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)Tax lossesTotalThe <strong>Co</strong>mpany15 Other non-current assets<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)DepositsProperty held for saleRefundable from liquefied natural gas pipesAdvance for purchase of machineryOtherTotalThe <strong>Co</strong>mpany119


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200516 Interest-bearing liabilitiesAs at 31 December 2006 and 2005, the interest-bearing liabilities, which are unsecured, are as follows:Note<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)The <strong>Co</strong>mpanyCurrentBank overdraftsShort-term loans from financial institutionsTotal bank overdrafts and short-term loansfrom financial InstitutionsCurrent portion of long-term loansShort-term loans from related partiesTotal currentNon-currentLong-term loans from financial institutions, netTotal non-currentTotal interest bearing liabilities120


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005The period to maturity of interest-bearing liabilities is as follows:<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)Within one yearAfter one year but within five yearsTotalThe <strong>Co</strong>mpanyThe currency denomination of interest-bearing liabilities is as follows:<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)Thai Baht (THB)Japan Yen (JPY)TotalThe <strong>Co</strong>mpany121


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Effective interest rate and repricing / maturity analysisEffectiveinterest rate(%)Floatinginterest rate<strong>Co</strong>nsolidatedFixed interest rate maturingWithin 1 In 1 to 5year years Total(in million Baht)2006Current- Bank overdrafts- Short-term loans from financial institutions- Short-term loans from related parties- Current portion of long-term loansNon-currentTotal2005Current- Bank overdrafts- Short-term loans from financial institutions- Short-term loans from related parties- Current portion of long-term loansNon-currentTotal122


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Effectiveinterest rate(%)<strong>Co</strong>nsolidatedFixed interestrate maturingwithin 1 year(in million Baht)Total2006Current- Short-term loans from related partiesTotal2005Current- Short-term loans from related partiesTotalAs at 31 December 2006 and 2005, long-term loans are detailed below:1. In June 2003, the <strong>Co</strong>mpany entered into a Baht loan agreement with a financial institution for Baht 650 million, repayablewithin 2 years. The first installment of Baht 200 million is repayable in December 2004 and paid the final installmentof Baht 450 million is repayable in June 2005. Interest on the loan is at 2.75% per annum, payable semiannually.2. Long-term loans of Thai Glass <strong>Public</strong> <strong>Co</strong>mpany Limited, a subsidiary company, consisted of loans with financialinstitutions, as detailed below:The first loan is a Baht loan of Baht 1,000 million with outstanding balances as at 31 December 2006 of Baht 417million (2005: Baht 750 million). The loan is repayable in twelve equal quarterly installments from May 2005 to February2008, with fixed interest at 3.24% per annum, payable quarterly.123


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005The second loan of Yen 539 million is repayable in twelve equal quarterly installments from May 2005 to February2008, with interest at LIBOR plus 0.15% per annum, payable quarterly. The said subsidiary has entered into a crosscurrency swap agreement to hedge its foreign currency exposure by exchanging the principal of Yen 539 million withBaht 200 million by paying Thai Baht principal and receiving Yen currencies according to the term of loan repaymentsand exchanging the interest by paying floating interest rate at Thai Baht floating rate plus 0.58% per annum and receivingYen floating rate plus 0.15% per annum, payable quarterly. The interest is calculated based on notional amountsas specified in the schedule of the agreement, which will be gradually reduced according to the term of loan repayments.As at 31 December 2006 the outstanding loan amounted to Baht 83 million (2005: Baht 150 million).In addition, the subsidiary has entered into interest rate swap agreement with another financial institution. The subsidiarypays fixed interest at 3.23% per annum and receives Thai Baht floating rate plus 0.58% per annum, payable quarterly.The interest is calculated based on notional amounts as specified in the schedule of the agreement, which will begradually reduced according to the term of loan repayments.The third loan is a Baht loan of Baht 300 million with 2 year term, started in December 2005 and repayable by December2007. Interest is payable at fixed rate at 6.00% per annum, payable semi-annually.The fourth loan is a Baht loan of Baht 300 million with 3 year term, started in the first quarter of 2006. This loan isrepayable in four equal quarterly installments of Baht 75 million, commencing from June 2008 to March 2009. Interestis payable at fixed rate at 5.98% per annum, payable on a quarterly basis.3. Long-term loans of <strong>Berli</strong> <strong>Jucker</strong> Cellox Limited, a subsidiary company, consisted of loans with financial institutions, asdetailed below :124


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005The first loan is a Baht loan with outstanding balances as at 31 December 2006 of Baht 675 million (2005: Baht 900million). This loan is repayable in sixteen equal quarterly installments of Baht 56 million from March 2006 to December2009. Interest is payable at fixed rates as follows:PeriodInterest rate per annum(%)July 2004 to March 2006 3.70April 2006 to March 2008 3.85April 2008 to December 2009 4.15The second loan is a Baht loan of Baht 300 million with 3 year term, started in the second quarter of 2006. As at 31December 2006, outstanding Baht 250 million. This loan is repayable in twelve equal quarterly installments of Baht 25million, commencing from July 2006 to April 2009. Interest is payable on a monthly basis at rate as follow:- 1st year fixed rate at 5.75% per annum- 2nd year fixed rate at 5.88% per annum- 3rd year fixed rate at 5.95% per annumUnder these loan agreements, the subsidiaries are required to comply with conditions and restrictions stipulated in the loanagreements such as negative pledge of assets, maintenance of financial ratio, etc.17 Trade accounts payableNote<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)The <strong>Co</strong>mpanyTrade accounts payable torelated partiesTrade accounts payable toother partiesTotal125


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200518 Other current liabilities<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)Payables from asset purchasesDeferred incomeWithholding tax payableAdvances from trade principalsOther payableOthersTotalThe <strong>Co</strong>mpany19 Other non-current liabilitiesNote<strong>Co</strong>nsolidated2006 2005 2006 2005(in thousand Baht)The <strong>Co</strong>mpanyLong-term leased incomeExcess of share of lossesover costs of investmentsOther liabilitiesTotal20 ReservesShare premiumSection 51 of the <strong>Public</strong> <strong>Co</strong>mpanies Act B.E. 2535, requires companies to set aside share subscription monies receivedin excess of the par value of the shares issued to a reserve account (”share premium”). Share premium is not available fordividend distribution.126


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Donated SurplusThe donated surplus of Baht 37 million resulted from profits made by a director of the <strong>Co</strong>mpany in 1994 on the sale of397,104 rights issue shares not subscribed for by the shareholders and resold to the public on the Stock Exchange ofThailand.Hedging reserveThe hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedginginstruments.Legal reserveSection 116 of the <strong>Public</strong> <strong>Co</strong>mpanies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annualnet profit, less any accumulated losses brought forward, to a reserve account “legal reserve”, until this account reachesan amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.Under the provisions of the Civil and <strong>Co</strong>mmercial <strong>Co</strong>de of Thailand, subsidiaries are required to set aside as a statutoryreserve at least 5% of their net income each time a dividend is declared until the reserve reaches 10% of registered sharecapital. The legal reserve is not available for dividend distribution.As at 31 December 2006 and 2005, legal reserve as presented in the consolidated financial statements includes theGroup’s share of the legal reserve of the subsidiaries of Baht 89 million.127


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Reserve for business expansionThe reserve for business expansion represents internal reserve for business expansion of the Group in future.21 <strong>Co</strong>mpany shares held by a subsidiaryAs at 31 December 2006 and 2005, a subsidiary held 1,828,200 shares of par value Baht 10 each in the <strong>Co</strong>mpany at costof Baht 40 million. These shares have been treated as reduction of the share capital in accordance with the treatment fortreasury stock.The Executive Board Meeting held on 23 December 2004 passed a resolution approving to sell the 1,828,200 companyshares, held by a subsidiary to third parties within 5 years.22 Segment informationSegment information is presented in respect of the Group’s business segments. The business segment is based on theGroup’s management and internal reporting structure.Segment results, assets and liabilities include items directly attributable to a segment as well as those that can beallocated on a reasonable basis.The Group comprises the following six core business segments. Non-core business are classified as “others”.• Packaging• <strong>Co</strong>nsumer products• Sale of technical and industrial products• <strong>Co</strong>nstruction and engineering• Distribution service and warehousing• Technology and information• Others128


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Business segment results for the years ended 31 December 2006 and 2005Sale oftechnical and <strong>Co</strong>nstruction Distribution Technology<strong>Co</strong>nsumer industrial and service and andPackaging Products Products engineering warehouseing information Others Total Eliminations Total(in million Baht)RevenuesSales and servicesOther incomeGain on sale of investments and sale of loanto related party and related interest receivableShare of profits (loss) frominvestment-equity methodTotal revenues2006Expenses<strong>Co</strong>st of sales and servicesSelling and administrative expensesTotal expensesProfit (loss) before interestand income tax expensesInterest expenseIncome tax expenseProfit (loss) after taxNet (profit) loss of minority interestNet profit (loss)129


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Sale oftechnical and <strong>Co</strong>nstruction Distribution Technology<strong>Co</strong>nsumer industrial and service and andPackaging Products products engineering warehouseing information Others Total Eliminations Total(in million Baht)RevenuesSales and servicesOther incomeShare of profits (loss) frominvestment-equity methodTotal revenues2005Expenses<strong>Co</strong>st of sales and servicesSelling and administrative expensesTotal expensesProfit (loss) before interestand income tax expensesInterest expenseIncome tax expenseProfit (loss) after taxNet (profit) loss of minority interestNet profit (loss)130


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Business segment financial position at 31 December 2006 and 2005Sale oftechnical and <strong>Co</strong>nstruction Distribution Technology<strong>Co</strong>nsumer industrial and service and andPackaging Products products engineering warehouseing information Others Total Eliminations Total(in million Baht)Current assetsCash and cash equivalentsTrade accounts receivableShort-term loans and advances torelated partiesInventoriesOther current assetsTotal current assets2006Non-current assetsInvestments accounted forusing the equity methodOther long-term investmentsProperty, plant and equipmentIntangible assetsDeferred tax assetsOther non-current assetsTotal non-current assetsTotal assets131


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Sale oftechnical and <strong>Co</strong>nstruction Distribution Technology<strong>Co</strong>nsumer industrial and service and andPackaging Products products engineering warehouseing information Others Total Eliminations Total(in million Baht)Current liabilitiesBank overdrafts and short-term loansfrom financial institutionsTrade accounts payableCurrent portion of long-term loansShort-term loans from related partiesOther current liabilitiesTotal current liabilities2006Non-current liabilitiesLong-term loans from financialinstitutionsProvisions for staff retirement benefitsDeferred tax liabilitiesOther non-current liabilitiesTotal non-current liabilitiesTotal liabilitiesCapital expenditureDepreciationAmortisationGain on disposal of assets132


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 20052005Sale oftechnical and <strong>Co</strong>nstruction Distribution Technology<strong>Co</strong>nsumer industrial and service and andPackaging Products products engineering warehouseing information Others Total Eliminations Total(in million Baht)Current assetsCash and cash equivalentsTrade accounts receivableShort-term loans and advances torelated partiesInventoriesOther current assetsTotal current assetsNon-current assetsInvestments accounted forusing the equity methodOther long-term investmentsProperty, plant and equipmentIntangible assetsDeferred tax assetsOther non-current assetsTotal non-current assetsTotal assets133


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 20052005Sale oftechnical and <strong>Co</strong>nstruction Distribution Technology<strong>Co</strong>nsumer industrial and service and andPackaging Products products engineering warehouseing information Others Total Eliminations Total(in million Baht)Current liabilitiesBank overdrafts and short-term loansfrom financial institutionsTrade accounts payableCurrent portion of long-term loansShort-term loans from related partiesOther current liabilitiesTotal current liabilitiesNon-current liabilitiesLong-term loans from financialinstitutionsProvisions for staff retirement benefitsDeferred tax liabilitiesOther non-current liabilitiesTotal non-current liabilitiesTotal liabilitiesCapital expenditureDepreciationAmortisationGain (loss) on disposal of assets134


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200523 Other income<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in thousand Baht)Interest incomeDividend incomeGain on sales of assetsRental and service incomeSale scrap<strong>Co</strong>mmission incomeOthersTotal other income24 Interest expense<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in thousand Baht)Interest paid and payable to:- related parties- financial institutions- cash discountTotal finance costsFinance costs capitalizedTotal interest expenseThe finance costs have been capitalised at a rate of 3.85% to 5.50% (2005: 3.23% to 3.70%) for assets underconstruction.135


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200525 Income taxCurrent tax expenseCurrent yearAdjustment from prior yearsTotal<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyNote 2006 2005 2006 2005(in thousand Baht)Deferred tax expenseMovements in temporarydifferencesTotalTotal income tax26 Earnings per shareBasic earnings per shareThe calculation of basic earnings per share at 31 December 2006 was based on the profit attributable to ordinary shareholdersof Baht 868 million (2005: Baht 956 million) and the weighted average number of shares outstanding during the year ended 31December 2006 and of 156,984,300 shares (2005: 156,984,300 shares), calculated as follows:Weighted average number of ordinary sharesIssued ordinary shares at 31 DecemberLess <strong>Co</strong>mpany shares held by a subsidiaryWeighted average number of ordinaryshares at 31 December<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(Share)136


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200527 Promotional privilegesBy virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, <strong>Berli</strong> <strong>Jucker</strong> Cellox <strong>Co</strong>mpany Limited,a subsidiary, has been granted privileges by the Board of Investment for paper manufacturing activities by: No. 1541(2) / 2547 dated 6 July 2004 for sanitary papers manufacturing and No. 1875 (2) / 2547 dated 19 October 2004 for paperpulp manufacturing. The major privileges granted to the subsidiary are as follows:(a) exemption from payment of import duty on machinery approved by the Board;(b) exemption from corporate income tax for the profit earned under promotional privileges at not over 100% ofinvestment exclude land and capital fund for a period of 8 years from the date operating income is first derived.The exemption of corporate income tax must not exceed Baht 1,207 million for the promotional privileges No. 1541(2) / 2547 and not exceed Baht 471 million for the promotional privileges No. 1875 (2) / 2547. Thus, this will bevaried by the investment excluding actual cost of land and capital fund at the first operation date under promotionalprivileges project.(c) a 50% reduction in the normal income tax rate on the net profit derived from certain operations for a period of fiveyears, commencing from the expiry date in (b) above; and(d) double deduction of transportation expenses, electricity expenses and water expenses for a period of ten years fromthe date on which the income is first derived from such operationsAs a promoted company, the subsidiary must comply with certain conditions and restrictions provided for in thepromotional certificates.28 DividendsThe Ordinary General Meeting of Shareholders held on 28 March 2006 passed a resolution approving a total dividendpayment in respect of the results of the operations in 2005 of Baht 3.50 per share on 158,812,500 shares, totalling Baht556 million. The <strong>Co</strong>mpany paid an interim dividend of Baht 1.50 per share, totalling Baht 238 million in September 2005.The remaining dividend of Baht 2.00 per share, totalling Baht 318 million, was paid on 18 April 2006The Board of Directors’ Meeting held on 11 August 2006 passed a resolution approving interim dividend payment for the year2006 of Baht 1.50 per share on 158,812,500 shares, totalling Baht 238 million, which was paid on 8 September 2006.137


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005. Part of the total year-ended dividend payments in respect of the fiscal year 2005 and interim dividend payment in respectof the fiscal year 2006, amounting to Baht 4 million and Baht 3 million, respectively was paid to a subsidiary that is one ofthe <strong>Co</strong>mpany’s shareholders.The Ordinary General Meeting of Shareholders held on 25 March 2005 passed a resolution approving a total dividendpayment in respect of the results of the operations in 2004 of Baht 4.00 per share on 158,812,500 shares, totalling Baht635 million. The <strong>Co</strong>mpany paid an interim dividend of Baht 1.50 per share, totalling Baht 238 million in September 2004.The remaining dividend of Baht 2.50 per share, totalling Baht 397 million, was paid on 12 April 2005.The Board of Directors’ Meeting held on 10 August 2005 passed a resolution approving interim dividend payment for theyear 2005 of Baht 1.50 per share on 158,812,500 shares, totalling Baht 238 million, which was paid on 6 September2005.Part of the total dividend payments in respect of the fiscal year 2004 and interim dividend payment in respect of the fiscalyear for the year 2005, amounting to Baht 5 million and Baht 3 million, respectively, was paid to a subsidiary that is one ofthe <strong>Co</strong>mpany’s shareholders.29 Financial instrumentsFinancial risk management policiesThe Group is exposed to normal business risks from changes in market interest rates and currency exchange rates andfrom non-performance of contractual obligations by counterparties. The Group does not issue derivative financial instrumentsfor speculative or trading purposes.Interest rate riskInterest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operationsand its cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from itsborrowings (note 16). The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest ratesand uses derivative financial instruments, which are mainly interest rate SWAPs, to manage exposure to fluctuations ininterest rates on specific borrowings.138


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005Foreign currency riskThe Group is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies.The Group primarily utilises forward exchange contracts with maturities of less than one year to hedge such financialassets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the balance sheetdate also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period.In order to manage the risks arising from fluctuations in currency exchange rates and interest rates, the Group makes useof the following derivative financial instruments:Forward foreign exchange contractsAt 31 December 2006 the outstanding forward foreign exchange contracts are summarised as follows:<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyAverageAverageCurrency Amount contract rate <strong>Co</strong>ntract Fair value Amount contract rate <strong>Co</strong>ntract Fair value(in thousand Baht)Forward contracts boughtUSDJPYGBPAUDEURSGDCHFTotalForward contracts soldUSDEURTotal139


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 2005At 31 December 2005 the outstanding forward foreign exchange contracts are summarised as follows:<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpanyAverageAverageCurrency Amount contract rate <strong>Co</strong>ntract Fair value Amount contract rate <strong>Co</strong>ntract Fair value(in Thousand Baht)Forward contracts boughtUSDJPYGBPAUDCADEURSGDCHFTotalThe fair values of forward foreign exchange contracts have been calculated using market rates quoted by the Group’sbankers to terminate the contracts at the balance sheet date.Options and swap agreementsAs at 31 December 2006 and 2005, a subsidiary had call option agreements, comprising of a series of monthly settlements,to fix the price of one raw material. The difference on revaluation of the notional amount of the call option to fairvalue at the end of each year as unrealised gain (loss), is recorded as a hedging reserve in shareholder’s equity in thebalance sheet.Cross currency swap and interest rate swap contractsAs at 31 December 2006 and 2005, a subsidiary had outstanding cross currency swap and interest rate swap contractsto hedge the foreign currency loan.(see note 16) The cross currency swap and interest rate swap contracts are based ona notional amount of Baht 200 million as detailed below:140


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 20051. A subsidiary paid Thai Baht fixed deposit interest rate plus 0.58% per annum and received floating rate interest at Yenfloating rate plus 0.15% per annum.2. A subsidiary paid Thai Baht fixed interest rate at 3.23% per annum and received Thai Baht fixed deposit interest rateplus 0.58% per annum.As at 31 December 2006 and 2005, the unrealised gain (loss) on revaluation of the above contracts to fair value, isrecorded as hedging reserve in shareholder’s equity in the balance sheet.The above contracts will expire in February 2008.Credit riskCredit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial andcontractual obligations to the Group as and when they fall due.The Group has no significant concentrations of credit risk. Derivative instruments are entered into and cash is placed withsubstantial financial institutions.Liquidity riskThe Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by managementto finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.Fair valuesThe fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willingparties in an arm’s length transaction. In determining the fair value of its financial assets and liabilities, the Group takesinto account its current circumstances and the costs that would be incurred to exchange or settle the underlying financialinstrument.Most of the carrying amounts of the financial assets and liabilities approximate to their fair values in the balance sheet.Information on the fair values of forward foreign exchange contracts are disclosed as above.141


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200530 <strong>Co</strong>mmitmentsCapital commitments<strong>Co</strong>ntracted but not provided forAuthorised but not contracted forTotal<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in million Baht)Non-cancellable operating leasecommitmentsWithin one yearAfter one year but within five yearsTotal<strong>Co</strong>nsolidatedThe <strong>Co</strong>mpany2006 2005 2006 2005(in million Baht)As at 31 December 2006, the Group has commitments from purchasing of goods under letter of credit agreements of Baht143 million.31 <strong>Co</strong>ntingent liabilitiesAs at 31 December 2006 and 2005, the Group had contingent liabilities as follows:The Group had contingent liabilities in respect of bank and other guarantees and other matters arising in the ordinarycourse of business amounting to Baht 289 million and (2005: Baht 213 million).In the ordinary course of business, the <strong>Co</strong>mpany had given guarantees of Baht 340 million and (2005: Baht 376 million) tothird parties on behalf of subsidiaries and associates.142


BERLI JUCKER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNotes to the financial statementsFor the years ended 31 December 2006 and 200532 Events after the balance sheet dateThe Board of Directors’ Meeting held on 22 February 2007 proposed a resolution approving a dividend payment in respectof the results of the operations in 2006 of Baht 3.00 per share on 158,812,500 shares, totalling Baht 476 million. The<strong>Co</strong>mpany paid an interim dividend of Baht 1.50 per share, totalling Baht 238 million in September 2006. The remainingyear-end dividend of Baht 1.50 per share, amounted to Baht 238 million.However, this resolution must get approval from the Ordinary General Meeting of Shareholders.33 Other eventsOn 30 August 2006, the plant of <strong>Berli</strong> <strong>Jucker</strong> Cellox <strong>Co</strong>mpany Limited (a subsidiary) at Prachinburi Province was damagedby fire. The primarily losses from the fire were inventories such as Jumbo Rolls, Donut Rolls and a part of warehouse, witha carrying value totalling Baht 64 million, which was fully covered by insurance. As at 31 December 2006, the <strong>Co</strong>mpanyhas the first claim from insurance company for the damage inventories in the amount of Baht 31 million.The remaining amount is an expectation of a full recovery. The <strong>Co</strong>mpany, therefore, has not yet recorded any losses fromthe event in the consolidated and the <strong>Co</strong>mpany’s financial statements for the year ended 31 December 2006.34 New and revised accounting standards not yet adoptedOn 11 October 2006, the Federation of Accounting Professions (FAP) announced that the Thai Accounting Standard No.44 (TAS No. 44) “<strong>Co</strong>nsolidated Financial Statements and Accounting for Investments in Subsidiaries” is to be revised. FAPannouncement No. 26/2006 requires a parent company which has investments in a subsidiary company, an entity underjoint control, or an associate company, which is not classified as a “held for sale” investment, to record such investment inaccordance with either the cost method or with the recognition and measurement basis for financial instruments (when anannouncement is made), instead of the equity method currently used. This revision to TAS No. 44 is applicable to financialstatements covering periods beginning on or after 1 January 2007, with early adoption encouraged.The <strong>Co</strong>mpany proposes to adopt the change in accounting treatment for its investments in subsidiary companies andassociate companies with effect from 1 January 2007. The consolidated financial statements of the Group will not beaffected by the change.35 Reclassification of accountsCertain accounts in the 2005 financial statements have been reclassified to conform with the presentation in the 2006financial statements.143


THE 15 PRINCIPLES OFGOOD CORPORATE GOVERNANCE1. <strong>Co</strong>rporate Governance PolicyThe Board of Directors has adopted a good corporategovernance policy consistent with the 'Best Practicesfor Directors of Listed <strong>Co</strong>mpanies' by complying withthe rules and regulations issued by the Securities andExchange <strong>Co</strong>mmission (SEC) and the Stock Exchangeof Thailand (SET) and strictly adhering to the <strong>Public</strong>Limited <strong>Co</strong>mpany Act. The <strong>Co</strong>mpany realizes theimportance of transparent governance, which is tomanage effectively, increase the competitiveness of thebusiness to sustain continuous growth, and createconfidence among shareholders and investors.<strong>Co</strong>ncerned parties can always check the <strong>Co</strong>mpany'sperformance at shareholders' meetings and throughnews regularly released to the SET. The President, theChief Financial Officer, and/or the <strong>Co</strong>mpany Secretarymay also be contacted to answer any questions thatmay arise.2. Shareholders' RightsThe <strong>Co</strong>mpany always respects the shareholders' rightto voice their opinions and to exercise their votingpowers through shareholders' meetings. According tothe <strong>Co</strong>mpany's Articles of Association, article 36, it isstated that "In every meeting of shareholders, eachshareholder shall have one vote for each one shareheld. A shareholder who has a special interest in aresolution cannot vote on such resolution, except forthe election of Directors. A resolution of any meeting ofshareholders shall be passed by a majority vote of allthe shareholders attending the meeting and having theright to vote. Except in the following cases, aresolution of not less than three-fourths of the votes ofthe shareholders attending the meeting and having theright to vote is required; a) selling or transferring the<strong>Co</strong>mpany's business, whether in whole or in substantialpart to another person; b) purchasing or acceptingtransfer of business of another public or privatecompany; c) making, amending or terminating anyagreement concerning any lease of the businesswhether in whole or in substantial part of the<strong>Co</strong>mpany's business, assigning any person to managethe <strong>Co</strong>mpany's business, or merging with anotherperson for the purpose of profit and loss sharing."3. Rights of StakeholdersThe <strong>Co</strong>mpany recognizes the importance of all groupsof stakeholders by following the law and other relatedregulations to ensure that their rights are wellprotected. For shareholders, the <strong>Co</strong>mpany at all timesconducts its business in such a way as to maximize itsprofits and thus build long-term shareholder wealth.The <strong>Co</strong>mpany is honest and sincere with its tradepartners, allies, and customers, and honors its debtors.The <strong>Co</strong>mpany ensures that employees have their rightsand welfare as stated by law, have a good workingenvironment, and are provided with orientationprograms and training schemes. The <strong>Co</strong>mpany dealsethically with its competitors by exchanging informationand extending whatever help it can offer. The <strong>Co</strong>mpanycontinues to play an active role in the community bysetting up the <strong>Berli</strong> <strong>Jucker</strong> Foundation in support ofeducation, as well as assisting schools in remotelocations every year. Additionally, the <strong>Co</strong>mpanycontributes support to government agencies andprivate organizations that dedicate themselves to thecommunity, when the need arises.144


4. Shareholders' MeetingIn 2006, the <strong>Co</strong>mpany held its Annual General MeetingNo. 14 on Monday, 28th March to consider operationalresults for the year ended 31st December, 2005. Themeeting was held at the <strong>Co</strong>mpany's premises,which are conveniently reached and comfortablyaccommodated all its shareholders. Notice of theOrdinary General Meeting of Shareholders togetherwith supporting documents and a form for proxyrepresentation, was sent to the shareholders 7 days inadvance of the meeting. Each agenda included thedirectors' opinions, Minutes of the meeting is properlyrecorded. The <strong>Co</strong>mpany also published the notices inthe daily Thai and English newspapers not less than 3days before the actual meeting date. In the meeting,the 12 Directors were present. During the meeting,shareholders were allowed to ask any questions totheir satisfaction. As for the financial report, theauditors and high-ranking executives who areoverlooking accounting and financial matters were alsopresent in the meeting to answer any questionsregarding the <strong>Co</strong>mpany's finances. For urgent mattersthat affect the interests of shareholders or relate togovernment rules or conditions that require approvalfrom shareholders, the <strong>Co</strong>mpany will call for anExtraordinary General Meeting of Shareholders.5. Leadership and VisionThe Board of Directors has approved the <strong>Co</strong>mpany'svision, mission, strategy, targets, business plans, andbudget, including the supervision of management toensure compliance with the business plan. In order tostrengthen the <strong>Co</strong>mpany's business and to add valuefor shareholders, the <strong>Co</strong>mpany's Directors must beequipped with knowledge, ability, and high potential,and having attended courses offered at the Institutionof Directors.6. <strong>Co</strong>nflict of InterestsThe <strong>Co</strong>mpany has a strict policy of disclosing anyinformation to the SET. In compliance with section 59of the Securities and Stock Exchange Act of 1992regarding trading of <strong>Co</strong>mpany shares by its directorsor executives, the relevant agency must be informed,and a copy of the information must be made availableby the <strong>Co</strong>mpany. The <strong>Co</strong>mpany has established apolicy forbidding directors and management fromusing the <strong>Co</strong>mpany's information for personal benefits.In addition, a Directors' Manual and a <strong>Co</strong>de of<strong>Co</strong>nduct have been distributed to ensure betterunderstanding and to serve as guidelines. For anyconflict of interest that may arise in the future, the<strong>Co</strong>mpany intends to act clearly and fairly concerningprices and conditions with partners. The <strong>Co</strong>mpanyalso follows the rules for penalties as set by the SETand the SEC.7. Business EthicsThe Board of DirectorsThe <strong>Co</strong>mpany has clear regulations concerning theduty of the Board of Directors, the Executive Board,the Audit <strong>Co</strong>mmittee, and the Remuneration<strong>Co</strong>mmittee. The <strong>Co</strong>mpany encourages its directors toattend training courses organized by the Institute ofDirectors. Additionally, all Directors are furnished withthe Directors' Manual and the <strong>Co</strong>de of <strong>Co</strong>nduct asguidelines in management, financial affairs, disclosureof information, related transactions, shareholding andshares trading by directors and executives, changes inshareholding structure and control, auditing andinternal controls, and maintaining the status of a listedcompany.145


EmployeesThe <strong>Co</strong>mpany provides each employee a handbook asa reference for its employees in following the<strong>Co</strong>mpany's rules and regulations. The contents of thishandbook mention work regulations, remuneration,discipline and punishment, as well as matters ofconfidentiality, and etc. An employee signs to receivethis handbook on the first day of joining the <strong>Co</strong>mpany.8. Balance of Power for Non-ExecutiveDirectorsThere are 15 persons on the <strong>Co</strong>mpany's Board ofDirectors, namely 2 directors from management, 4directors not from management, 6 directors from majorshareholders, and 3 Audit <strong>Co</strong>mmittee members whorepresent 20% of the whole Board of Directors.9. Aggregation or Segregation of PositionsThe Chairman of the Board of Directors and thePresident are not the same person. The Chairman ofthe Board of Directors is from the group thatrepresents major shareholders, and also acts as theChairman of the Executive Board. The <strong>Co</strong>mpany has 3Independent Directors who are members of the Audit<strong>Co</strong>mmittee, and whose duty is to audit all corporateoperations, both external and internal.10. Remuneration for Directors andManagementRemuneration is determined by the <strong>Co</strong>mpany'soperational results based on growth of income,business potential both mid-term and long-term, andshareholders' value compared to the industry average.Also considered are remuneration structures of othercompanies in the same industry, and of positions withsimilar career paths, and the assigned duties,responsibilities, and risk burdens that are borne byeach director.146


BJC Directors' Remuneration for year 2006Director Position Remuneration1. Mr. Charoen Sirivadhanabhakdi Chairman 1,800,000.002. Khunying Wanna Sirivadhanabhakdi Vice Chaiman 1,260,000.003. Mr. Narong Srisa-an Vice Chaiman 1,260,000.004. Dr. Chaiyut Pilun-Owad Director 900,000.005. Mr. Sithichai Chaikriangkrai Director 900,000.006. Mr. Thapana Sirivadhanabhakdi Director 900,000.007. Ms. Atinant Sirivadhanabhakdi Director 900,000.008. Dr. Suvarn Valaisathien Director 900,000.009. Ms. Thapanee Sirivadhanabhakdi Director 900,000.0010. Mr. Panot Sirivadhanabhakdi Director 900,000.0011. Mr. Staporn Kavitanon Director and Chairman of the Audit <strong>Co</strong>mmittee 1,440,000.0012. Mr. Weerawong Chittmittrapap Director and Audit <strong>Co</strong>mmittee Member 1,080,000.0013. Mr. Thien Mekanontchai Director and Audit <strong>Co</strong>mmittee Member 1,080,000.00Total 14,220,000.00The Remuneration <strong>Co</strong>mmittee approves remuneration for the Executive Board and the Management.A shareholders' meeting approves remuneration for the Board of Directors and the Audit <strong>Co</strong>mmittee.2006 remuneration for 6 senior Executives was as follows:Salary and bonus Baht 51.86 million<strong>Co</strong>mpany's contribution provident fund Baht 2.14 millionTotal 54.00 millionAudit feeThe <strong>Co</strong>mpany and Subsidiaries paid audit fee to KPMG Phoomchai Audit <strong>Ltd</strong>. totaling Baht 4,850,000 in 2006without any other remuneration.147


11. Board of Directors' MeetingsThe Board of Directors has a regular meeting every 3months, after the quarterly financial statements areprepared. Additional meetings may be called asnecessary. The <strong>Co</strong>mpany's Secretary issues a noticeof the Board Meeting with the agenda and appendices inadvance for the Board of Directors to have sufficienttime to review information before the meeting. Themeeting normally takes 2 - 4 hours. There were 6meetings of the Board of Directors in 2006, andDirectors' attendance was 83.33%. Written minutes ofall meetings are approved by the Board of Directors,and may be verified at any time.Name Position AttendanceMr. Charoen Sirivadhanabhakdi Chairman 6/6Khunying Wanna Sirivadhanabhakdi Vice Chairman 5/6Mr. Narong Srisa-an Vice Chairman 6/6Dr. Chaiyut Pilun-Owad Director 5/6Mr. Sompoth Kosum Director 5/6Mr. Sithichai Chaikriangkrai Director 5/6Mr. Thapana Sirivadhanabhakdi Director 6/6Ms. Atinant Sirivadhanabhakdi Director 5/6Mr. Thirasakdi Nathikanchanalab Director 6/6Dr. Suvarn Valaisathien Director 6/6Ms. Thapanee Sirivadhanabhakdi Director 3/6Mr. Panot Sirivadhanabhakdi Director 2/6Mr. Staporn Kavitanon Director 5/6Mr. Weerawong Chittmittrapap Director 4/6Mr. Thien Mekanontchai Director 6/6Mr. Santichai DumpprasertkulSecretary to the Board of Directors148


12. <strong>Co</strong>mmitteesThe Board of Directors appoints committees to enhance efficiency of governance.The Audit <strong>Co</strong>mmitteeThe Audit <strong>Co</strong>mmittee was appointed at a meeting ofthe Board of Directors dated 14th November 2006, fora 3-year term of service. No Audit <strong>Co</strong>mmittee memberis an officer or an employee of the <strong>Co</strong>mpany.The Audit <strong>Co</strong>mmittee reports directly to the Board ofDirectors. There were 5 Audit <strong>Co</strong>mmittee meetings in2006, and attendance was 100%.There are 3 members of the Audit <strong>Co</strong>mmittee:Name Position AttendanceMr. Staporn Kavitanon Chairman 5/5Mr. Weerawong Chittmittrapap Audit <strong>Co</strong>mmittee Member 5/5Mr. Thien Mekanontchai Audit <strong>Co</strong>mmittee Member 5/5Mr. Prasit WacharachaisophonsiriSecretary to the Audit <strong>Co</strong>mmitteeDutyThe Audit <strong>Co</strong>mmittee's scope of responsibility includes a review of financial statements, a review of compliancewith legislation, a review of internal controls, the selection of an auditor, and other duty that the Board of Directorsmay assign.149


The Executive BoardDutyThe Executive Board converts policies from the Boardof Directors into action plans, monitor operationalperformance, solves operational problems, and reportsduly operated activities to the Board of Directors. Italso:1. Defines operational guidelines in accordance withthe policies set forth by the Board of Directors.2. Oversees the <strong>Co</strong>mpany's performance as it relates toefficiency, business strength, and expansion orinvestment.3.4.5.6.7.8.<strong>Co</strong>nsiders the <strong>Co</strong>mpany's debt status, capitalfunding, and loan sources.<strong>Co</strong>nsiders legal implications of new investments, orother legal implications beyond a normal business.Provides and improves work systems.Reviews information before submitting it to theBoard of Directors.Performs other tasks as assigned by the Board ofDirectors.Reports the results of its operations to the Board ofDirectors in every meeting of the Board of Directors.The Executive Board comprises of 10 directors. There were 5 Executive Board meetings, and attendance bythe directors in 2006 was 86.00%.Names Position AttendanceMr. Charoen Sirivadhanabhakdi Chairman 5/5Mr. Narong Srisa-an Vice Chairman 5/5Dr. Chaiyut Pilun-Owad Vice Chairman 5/5Mr. Sompoth Kosum Executive Director 5/5Mr. Sithichai Chaikriangkrai Executive Director 5/5Mr. Thapana Sirivadhanabhakdi Executive Director 4/5Mr. Thirasakdi Nathikanchanalab Executive Director 5/5Dr. Suvarn Valaisathien Executive Director 5/5Ms. Thapanee Sirivadhanabhakdi Executive Director 2/5Mr. Panot Sirivadhanabhakdi Executive Director 2/5Mr. Santichai DumpprasertkulSecretary to the Executive Board150


Remuneration <strong>Co</strong>mmitteeDutyThe Remuneration <strong>Co</strong>mmittee gives counsels andcomments to the Chairman regarding the remunerationof the President, the Executive Directors, Chief FinancialOfficer, the Executive Vice Presidents, ManagingDirectors and General Managers of the <strong>Co</strong>mpany andits Subsidiaries, including other matters concerningemployment and remuneration of high rankingmanagerial level. Taking into consideration of theremuneration will be <strong>Co</strong>mpany's performance basedon its profit growth, short and long-term businesspotentials, value added of the shareholders comparedto standard by considering remuneration structures ofother companies in the same industry and similarity ofcareer paths.There are 4 members in the Remuneration <strong>Co</strong>mmittee namely:Mr. Staporn KavitanonKhunying Wanna SirivadhanabhakdiMr. Narong Srisa-anDr. Chaiyut Pilun-OwadChairman of the Remuneration <strong>Co</strong>mmitteeRemuneration <strong>Co</strong>mmittee MemberRemuneration <strong>Co</strong>mmittee MemberRemuneration <strong>Co</strong>mmittee MemberMr. Thapana SirivadhanabhakdiSecretary to the Remuneration <strong>Co</strong>mmitteeThere were 2 Remuneration <strong>Co</strong>mmittee meetings in 2006.151


Management BoardDutyThe Management Board is responsible for business plan, rules and regulations and manages the business so asthe <strong>Co</strong>mpany's performance will follow the policies set forth by the Board of Directors. Also to follow up with theperformance of various units in the <strong>Co</strong>mpany and business sectors under the Subsidiaries.There are presently 8 members in the Management Board, namely:NamePositionMr. Thirasakdi NathikanchanalabMr. Sompoth KosumMr. Prasert MaekwatanaMr. Phornchai AthikhomkulchaiMr. Karn ChitaravimolMr. Peter E. RomhildMr. Thirawat PreuksariyaMr. Santichai DumpprasertkulPresidentChief Financial OfficerManaging Director - Thai Glass Industries <strong>Public</strong> <strong>Co</strong>mpany LimitedExecutive Vice President - Packaging ProductsExecutive Vice President - <strong>Co</strong>nsumer ProductsExecutive Vice President - Technical & Industrial Productsand <strong>Co</strong>nstruction & EngineeringGroup Human Resources Manager<strong>Co</strong>mpany Secretary152


13. <strong>Co</strong>ntrolling Systems and the Internal AuditAt Board of Directors Meeting No. 69 dated 22February 2007, which all independent directorsattended, the Audit <strong>Co</strong>mmittee’s report wasunanimously approved. The Board of Directors alsoagreed with the Audit <strong>Co</strong>mmittee and its auditors thatinternal controls of the <strong>Co</strong>mpany were aptly andadequately set up.It was concurred as well that the internal environmentof the <strong>Co</strong>mpany was good and that the <strong>Co</strong>mpanyupheld ethics in doing business as prescribed by itsvision, mission and core values which are clearlyconveyed in writing to all its employees. Furthermore,the <strong>Co</strong>mpany has defined organizational structure ofmanagement and has set policies, processes andrelated procedures along with the authority andresponsibilities which are clearly stated. Additionally,the <strong>Co</strong>mpany has set up a sound system ofmanagement for all stakeholders to ensure that noconflict of interest arises. Moreover, a handbook on the<strong>Co</strong>mpany is provided to staff so they are well aware ofall essential information and training courses areorganized to enhance their knowledge and skills. The<strong>Co</strong>mpany has clearly set objectives in writing bydefining strategies, policies, rules, and operational andreporting procedures relevant to achieve its key goals,mission and with an acceptable level of risk. There areevent identifications provided to be able to assesspotential risk factors that could result for both externaland internal sources. The <strong>Co</strong>mpany is also able tosystematically and properly assess risks withconsistency based on two criteria: the possibility ofoccurrence of risk and the effect of damage resultingfrom the risk. Furthermore, the <strong>Co</strong>mpany has efficientlyput in place for the entire organization a riskmanagement process along with measures to evaluateinternal control systems. Implemented also are controlactivities for sound operation in each area of workproviding important aspects which focus mainly onpreventive management, policies, procedures andreporting on an ongoing basis.The <strong>Co</strong>mpany has designated personnel responsiblefor internal control system of each area of work byclearly defining their authority and responsibilities aswell as submission of written reports to the concernedpersonnel. Moreover, the <strong>Co</strong>mpany has informationand communication systems that are linked throughoutthe entire organization, and maintains an efficientsystem to document as well as safeguard importantdata and information, in addition to managing a datacollection system for effective retrieval of data. And asound monitoring system is in place for seniorexecutives, internal auditors and the Audit <strong>Co</strong>mmitteeto track operational performance.14. Directors' ReportsThe Board of Directors is responsible for theconsolidated financial statements of the <strong>Co</strong>mpany andits subsidiaries, and the financial information shown inthe Annual Report. The financial statements areprepared according to the accounting standardsaccepted in Thailand, based on appropriate accountingpolicies and careful judgment, including the disclosureof sufficient information in notes to financial statements.The Board of Directors maintains sufficient internalcontrols to ensure that the recording of financial data iscorrect, complete, and sufficient to maintain asset valueand prevent fraud.Along with this, the Board of Directors has appointed anAudit <strong>Co</strong>mmittee comprised of members who are notfrom management to verify the financial reports andinternal control systems. This subject is further confirmedby the Audit <strong>Co</strong>mmittee's Report in the Annual Report.The Board of Directors is satisfied with the <strong>Co</strong>mpany'sinternal control system and the accuracy of the financialstatements of the <strong>Co</strong>mpany and its subsidiariesas of 31 December 2006.15. Relations with InvestorsThe Board of Directors maintains its commitment toinvestors at all times through continuous disclosure ofsufficient, clear and on time information. The Board ofDirectors realizes that the <strong>Co</strong>mpany's informationrelating to financial matters and other business affectsinvestors' decisions. The <strong>Co</strong>mpany has not yet set upan office of investor relations, so the President, the ChiefFinancial Officer, and the <strong>Co</strong>mpany Secretary answeroutside inquiries and make contact with institutionalinvestors, shareholders, analysts, and concernedgovernment agencies.153


DIRECTORS'REPORTName of <strong>Co</strong>mpany (in Thai) ∫√‘…—∑ ‡∫Õ√å≈’Ë ¬ÿ§‡°Õ√å ®”°—¥ (¡À“π)Name of <strong>Co</strong>mpany (in English) <strong>Berli</strong> <strong>Jucker</strong> <strong>Public</strong> <strong>Co</strong>mpany LimitedHead office<strong>Berli</strong> <strong>Jucker</strong> House, 99 Soi Rubia, Sukhumvit 42 RoadKwaeng Phrakanong, Khet Klongtoey, Bangkok 10110Nature of businessImporter, exporter, distributor and service providerof packaging products, consumer products, technicaland industrial products, constructionand engineering businesses, logistics and information technologyNumber and type of shares issuedRegistered capital sharesPaid-up capital shares158,812,500 ordinary shares of Baht 10 par value158,812,500 ordinary shares of Baht 10 par value154


DIRECTORS’ SHAREHOLDING IN BERLI JUCKER PUBLIC COMPANY LIMITEDAS OF 31 DECEMBER 2006Number of shares1. Mr. Charoen Sirivadhanabhakdi -2. Khunying Wanna Sirivadhanabhakdi -3. Mr. Narong Srisa-an -4. Dr. Chaiyut Pilun-Owad -5. Dr. Suvarn Valaisathien -6. Mr. Thirasakdi Nathikanchanalab -7. Mr. Sompoth Kosum -8. Mr. Sithichai Chaikriangkrai -9. Mr. Thapana Sirivadhanabhakdi -10. Ms. Atinant Sirivadhanabhakdi -11. Ms. Thapanee Sirivadhanabhakdi -12. Mr. Panot Sirivadhanabhakdi -13. Mr. Staporn Kavitanon -14. Mr. Weerawong Chittmittrapap -15. Mr. Thien Mekanontchai -155


DIRECTORS' SHAREHOLDING IN SUBSIDIARIES (BJC GROUP'S SHAREHOLDING EXCEEDING 50%)AS OF 31 DECEMBER 2006Mr. Thirasakdi NathikanchanalabMr. Sompoth Kosum1. BJC Marine Resources Development <strong>Co</strong>mpany Limited - 1 share2. BJC Trading <strong>Co</strong>mpany Limited 1 share 1 share3. BJC Marketing <strong>Co</strong>mpany Limited 1 share 1 share4. BJC Engineering <strong>Co</strong>mpany Limited 1 share 1 share5. <strong>Berli</strong> <strong>Jucker</strong> Foods Limited 1 share 1 share6. <strong>Berli</strong> <strong>Jucker</strong> Logistics Limited 1 share 1 share7. Montana <strong>Co</strong>mpany Limited 1 share -8. Rubia Industries Limited 1 share 1 share9. Marble & Stones <strong>Co</strong>mpany Limited - 1 share10. Thai-Scandic Steel <strong>Co</strong>mpany Limited 1 share 1 share11 . Thai Flourspar & Minerals <strong>Co</strong>mpany Limited 1 share 1 shareDETAILS OF SHAREHOLDING IN SUBSIDIARIES (BJC GROUP'S SHAREHOLDING EXCEEDING 50%)AS OF 31 DECEMBER 2006NAME OF COMPANY HEAD OFFICE TYPE OF TYPE OF NUMBER PAR VALUE PAID-UP NUMBER % OFBUSINESS SHARES OF SHARES (BAHT) CAPITAL OF SHARES SHAREHOLDINGISSUED (BAHT) HELDMontana <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Sales of cosmetics Ordinary 500 1,000 500,000 500 100.00and machinery<strong>Berli</strong> <strong>Jucker</strong> Foods <strong>Ltd</strong>. Bangkok Manufactures, markets Ordinary 3,200,000 100 320,000,000 3,200,000 100.00and distributesof snack foodsRubia Investments <strong>Ltd</strong>. British Virgins Investment vehicle Ordinary 30,000 1,000 30,000,000 30,000 100.00Islands<strong>Berli</strong> <strong>Jucker</strong> Logistics <strong>Ltd</strong>. Bangkok Custom clearing, Ordinary 500,000 100 50,000,000 500,000 100.00warehousing,transportation anddistribution servicesBJC Marketing <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Sales of Ordinary 10,000,000 10 100,000,000 10,000,000 100.00consumer productBJC Trading <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Sales of medical, Ordinary 20,000,000 10 200,000,000 20,000,000 100.00chemicals, imagingand stationeryproductsBJC Engineering <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Sales of machinery Ordinary 1,000,000 10 10,000,000 1,000,000 100.00and constructionsuppliesThai Fluorspar & Minerals <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Dormant Ordinary 20,000 100 2,000,000 20,000 100.00<strong>Berli</strong> <strong>Jucker</strong> (Myanmar) <strong>Ltd</strong>. Myanmar Import and export Ordinary 510 Kyats 1,000 Kyats 1,000,000 510 100.00<strong>Co</strong>sma Medical <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Sales of medicine Ordinary 50,000 100 1,325,000 50,000 100.00Thai-Scandic Steel <strong>Co</strong>., <strong>Ltd</strong>. Rayong Manufacture of Ordinary 4,560,000 100 456,000,000 4,560,000 99.82galvanized steel Preference 1,300,000 100 130,000,000 1,300,000structuresMarble & Stones <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Dormant Ordinary 998,000 100 99,800,000 998,000 99.72Rubia Industries <strong>Ltd</strong>. Samutprakarn Manufacture of Ordinary 12,000 1,000 12,000,000 11,964 99.70soap, cosmetics andconfectioneryThai Sancella <strong>Co</strong>., <strong>Ltd</strong>. Samutprakarn Dormant Ordinary 1,380,000 62.50 86,250,000 1,365,002 98.62Thai Glass Industries <strong>Public</strong> <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Manufacture of Ordinary 117,000,000 10 1,170,000,000 115,331,644 98.57glass containersVina Glass Industries <strong>Co</strong>., <strong>Ltd</strong>. Vietnam Manufacture of - - - 559,722,166 - 98.57glass containersNon-operation<strong>Berli</strong> <strong>Jucker</strong> Specialties <strong>Ltd</strong>. Bangkok Sales of chemical Ordinary 18,250 3,500 63,875,000 17,940 98.30products<strong>Berli</strong> <strong>Jucker</strong> Cellox <strong>Ltd</strong>. Bangkok Manufactures, Ordinary 50,000,000 10 500,000,000 46,108,257 92.22marketsand distributesof sanitary paper156


DETAILS OF SHAREHOLDING IN ASSOCIATED COMPANIES(BJC GROUP'S SHAREHOLDING NOT EXCEEDING 50%)AS OF 31 DECEMBER 2006NAME OF COMPANY HEAD OFFICE TYPE OF TYPE OF NUMBER PAR VALUE PAID-UP NUMBER % OFBUSINESS SHARES OF SHARES (BAHT) CAPITAL OF SHARES SHAREHOLDINGISSUED (BAHT) HELDBJC Marine Resources Samutprakarn Dormant Ordinary 100,000 1,000 94,400,000 50,000 50.00Development <strong>Co</strong>., <strong>Ltd</strong>.Thai-Swiss Metal Works <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Dormant Ordinary 60,000 1,000 60,000,000 30,000 50.00<strong>Berli</strong> Asiatic Soda <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Sales of soda ash Ordinary 6,400,000 6.25 40,000,000 3,200,000 50.00<strong>Berli</strong> Dynaplast <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Manufacture of Ordinary 3,039,334 100 303,933,400 1,489,270 49.00rigid plasticcontainersADAT Sales (Thailand) <strong>Ltd</strong>. Bangkok Travel agency Ordinary 30,000 100 3,000,000 14,700 48.32T.C.C. Technology <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Information Ordinary 18,000,000 10 180,000,000 6,120,000 34.00servicesPacific Leisure (Thailand) <strong>Ltd</strong>. Bangkok Travel agency Ordinary 30,000 100 3,000,000 7,200 23.67Siam Cement Myanmar Trading <strong>Ltd</strong>. Myanmar Cement Ordinary 220 kyats 6,000 kyats1,320,000 33 15.00distributorJ.N.P.A. <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Property holding Ordinary 4,000,000 100 400,000,000 344,828 8.62Pathum Thani Water <strong>Co</strong>., <strong>Ltd</strong>. Bangkok Clean water Ordinary 11,020,000 100 1,102,000,000 1 0.00supply157


CONTACTINFORMATIONManagement BoardThirasakdi NathikanchanalabTel: (66) 0-2367-1800Fax: (66) 0-2712-2299E-mail: thirasan@bjc.co.thSompoth KosumTel: (66) 0-2367-1026Fax: (66) 0-2381-4540E-mail: sompoth@bjc.co.thPrasert MaekwatanaTel: (66) 0-2427-0060 - 6Fax: (66) 0-2427-6603E-mail: prasert@bjc.co.thPhornchai AthikhomkulchaiTel: (66) 0-2367-1014Fax: (66) 0-2381-4540E-mail: phornchai@bjc.co.thKarn ChitaravimolTel: (66) 0-2367-1009Fax: (66) 0-2381-4540E-mail: karn@bjc.co.thPeter E. RomhildTel: (66) 0-2367-1093Fax: (66) 0-2712-2240E-mail: p.romhild@bjc.co.thThirawat PrueksariyaTel: (66) 0-2367-1400Fax: (66) 0-2367-1000, 0-2381 4545E-mail: thirawat@bjc.co.thSantichai DumpprasertkulTel: (66) 0-2367-1452Fax: (66) 0-2712-2303E-mail: santichai@bjc.co.thPackagingBJC GlassAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, BangkokTel: (66) 0-2367-1513-15Fax: (66) 0-2367-1526<strong>Co</strong>ntact Person: Somporn BhumiwatE-mail:sompornb@bjc.co.thThai Glass Industries <strong>Public</strong> <strong>Co</strong>mpany LimitedAddress of the head office: 15 Moo 1,Rajburana Road, Kwaeng Rajburana,Khet Rajburana, BangkokTel: (66) 0-2427-0060 - 6Fax: (66) 0-2427-6603<strong>Co</strong>ntact Person: Prasert MaekwatanaE-mail:prasert@bjc.co.th<strong>Berli</strong> Dynaplast <strong>Co</strong>mpany LimitedAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, Bangkok<strong>Co</strong>ntact Person: Chutchai TechachaianunTel: (66) 0-2381-5088Fax: (66) 0-2381-5788Email:chutchai@berlidynaplast.com<strong>Co</strong>nsumer ProductsBJC Marketing <strong>Co</strong>mpany LimitedAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, BangkokTel: (66) 0-2367-1115Fax: (66) 0-2367-1703<strong>Co</strong>ntact Person: Jak JungvisithonE-mail:jakj@bjc.co.th<strong>Berli</strong> <strong>Jucker</strong> Cellox LimitedAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, BangkokTel: (66) 0-2712-2323-30Fax: (66) 0-2712-2436<strong>Co</strong>ntact Person: Khunvat RojanagatanyooE-mail:mktcellox@bjc.co.thRubia Industries LimitedAddress of the head office: 70 Moo 13,Poochaosamingprai Road, BangyaprakeSub-district, Prapradaeng District, SamutprakarnTel: (66) 0-2385-9024Fax: (66) 0-2385-9355<strong>Co</strong>ntact Person: Sumedh ValaisathienE-mail:sumedh@bjc.co.th<strong>Berli</strong> <strong>Jucker</strong> Foods LimitedAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, BangkokTel: (66) 0-2313-1470-3Fax: (66) 0-2313-1031<strong>Co</strong>ntact Person: Pattaphong IamsuroEmail:pattaphong@bjc.co.th158


Technical & IndustrialBJC Trading <strong>Co</strong>mpany LimitedAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, BangkokMedical Products DivisionTel: (66) 0-2367-1243Fax: (66) 0-2381-4551<strong>Co</strong>ntact Person: Terapon KietsuranonE-mail:terapon@bjc.co.thImaging Products Division - Technical ImagingTel: (66) 0-2367-1314Fax: (66) 0-2381-4547<strong>Co</strong>ntact Person: Sinchai PituwongE-mail:sinchai@bjc.co.thImaging Products Division - Graphic SystemsTel: (66) 0-2367-1336Fax: (66) 0-2712-2297<strong>Co</strong>ntact Person: Satja YingyongyosE-mail:satjay@bjc.co.thStationery Products DivisionTel: (66) 0-2367-1540Fax: (66) 0-2367-10000-2367-1549<strong>Co</strong>ntact Person: Chantra BuachumsookE-mail:chantra@bjc.co.th<strong>Co</strong>nstruction & EngineeringBJC Engineering <strong>Co</strong>mpany LimitedAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, BangkokTel: (66) 0-2367-1199Fax: (66) 0-2381-4541<strong>Co</strong>ntact Person: Derek LoE-mail:derekl@bjc.co.thThai-Scandic Steel <strong>Co</strong>mpany LimitedAddress of the head office: 7, I-5 Road,Mab Ta Phut Industrial Estate, Mab Ta PhutSub-district, Muang District, RayongTel: (66) 038-683-070Fax: (66) 038-683-065<strong>Co</strong>ntact Person: Rene OkanovicE-mail:rene.okanovic@thaiscandic.comLogistics<strong>Berli</strong> <strong>Jucker</strong> Logistics LimitedAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, BangkokTel: (66) 0-2312-4865, 0-2367-1460Fax: (66) 0-2312-4869, 0-2712-2273<strong>Co</strong>ntact Person: Wichian Chong-a-phiromsakulE-mail:wichian@bjc.co.thOthersPacific Leisure GroupAddress of the head office: 518/5,8th floor Maneeya Center Bldg.Ploenjit road, BangkokTel: (66) 0-2652-0508Fax: (66) 0-2652-0509<strong>Co</strong>ntact Person: Alwin ZechaE-mail:alzecha@plt.co.thBJC Vietnam Representative OfficeAddress of the head office: FOSCO II, Block D,Suite D17, 40 Ba Huyen Thanh Quan Street,District 3, Ho Chi Minh City, VietnamTel: (848) 930-4312Fax: (848) 930-5925<strong>Co</strong>ntact Person: Tran Kim NgaE-mail:tkngabjc@hcm.fpt.vn<strong>Berli</strong> <strong>Jucker</strong> (Myanmar) LimitedAddress of the head office: No.39 (B),Taw Win Street, Dagon Township,Yangon, MyanmarTel: (66) 0-2367-1393Fax: (66) 0-2712-2303<strong>Co</strong>ntact Person: Charoen AssaviroteruangE-mail:charoen@bjc.co.th<strong>Berli</strong> <strong>Jucker</strong> Specialties LimitedAddress of the head office: <strong>Berli</strong> <strong>Jucker</strong> House,99 Soi Rubia, Sukhumvit 42 Road,Kwaeng Prakhanong, Khet Klongtoey, BangkokHome Page: www. bjcspecialties.co.thTel: (66) 0-2367-1125Fax: (66) 0-2381-4548<strong>Co</strong>ntact Person: Chanapol PorsomE-mail:chanapop@bjc.co.thInformation TechnologyT.C.C. Technology <strong>Co</strong>mpany LimitedAddress of the head office: 195 Empire Tower,30th Floor, South Sathorn Road,Kwaeng Yannawa, Khet Sathorn, BangkokTel: (66) 0-2626-0049Fax: (66) 0-2626-0088<strong>Co</strong>ntact Person: Kosit SuksinghaE-mail:kosit@tcc-technology.com159


CORPORATEHead Office & Registered Office<strong>Berli</strong> <strong>Jucker</strong> House99 Soi Rubia, Sukhumvit 42 Road,Bangkok 10110, ThailandTel: (66) 0-2367-1111Fax: (66) 0-2367-1000,0-2381-4545Home Page: http://www.bjc.co.thEmail: bjc@bjc.co.thReg.no. : Bor Mor Jor 96<strong>Co</strong>mpany Registrar(BJC Share Registrar & Transfer Office)Thailand Securities Depository <strong>Co</strong>mpany LimitedCapital Market Academy Building2/7 Moo 4, (North Park)Vibhavadi-Rangsit Road,Kwaeng Tung Song Hong,Khet Laksi, Bangkok 10210, ThailandTel: (66) 0-2596-9000Fax: (66) 0-2832-4994-6AuditorKPMG Phoomchai Audit <strong>Ltd</strong>.22nd Floor, Empire Tower195 South Sathorn Road, YannawaSathorn, Bangkok 10120Tel: (66) 0-2677-2000Fax: (66) 0-2677-2222SolicitorWhite & Case (Thailand) Limited22nd Floor Mercury Tower540 Ploenchit Road, LumpiniPathumwan, Bangkok 10330Tel: (66) 0-2264-8000Fax: (66) 0-2657-2222<strong>Co</strong>mpany’s Stock <strong>Co</strong>deBJCShare ListingThe Stock Exchange of ThailandMajor BankersBangkok Bank PCLBNP ParibasUnited Overseas Bank (Thai) PCLCitibank, N.A.Calyon <strong>Co</strong>rporate and Investment BankThai Military Bank PCLSiam <strong>Co</strong>mmercial Bank PCLStandard Chartered Bank (Thai) PCLHSBCSiam City Bank PCLBank Thai PCLKasikorn Bank PCL160

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!