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บริษัท ไดนาสตี้เซรามิค จำกัด (มหาชน) - Dynasty TileTop

บริษัท ไดนาสตี้เซรามิค จำกัด (มหาชน) - Dynasty TileTop

บริษัท ไดนาสตี้เซรามิค จำกัด (มหาชน) - Dynasty TileTop

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<strong>บริษัท</strong> ไดนาสตี้ เซรามิค <strong>จำกัด</strong> (<strong>มหาชน</strong>)


Contents<br />

| สารบัญ<br />

ญ<br />

ว ิสัยทัศน์<br />

พันธกิจ<br />

ขององค์กร<br />

3<br />

Vision & Mission<br />

ข ้อมูล<strong>บริษัท</strong><br />

4<br />

Company Profile<br />

สารจากประธานกรรมการ 6<br />

Message from the Chairman<br />

รายงานคณะกรรมการตรวจสอบ 8<br />

Report of the Audit Committee<br />

โ ครงสร้างองค์กร<br />

10<br />

Organization Chart<br />

ค ณะกรรมการบริหาร<strong>บริษัท</strong><br />

12<br />

Board of Directors<br />

การดา<br />

เ นินการด้านความปลอดภัย<br />

สิ่งแวดล้อมและสังค<br />

ม<br />

22<br />

Safety, Environment, and Society<br />

ล ักษณะการประกอบธุรกิจ<br />

36<br />

Nature of Business<br />

ก ารเปลี่ยนแปลงที่ส<br />

า ค ัญในรอบปีที่ผ่านม<br />

า<br />

38<br />

Significant Changes in the Past Year<br />

ส ภาวะอุตสาหกรรมและการแข่งขัน<br />

40<br />

Industrial Conditions and Competition<br />

แ ผนงานและกลยุทธ์ในปี<br />

2554<br />

42<br />

Plans and Strategies for 2011<br />

ป ัจจัยความเสี่ยง<br />

44<br />

Risk Factors<br />

แ ผนภูมิประกอบธุรกิจของ<strong>บริษัท</strong>ฯ<br />

46<br />

Organization Structure<br />

ข ้อมูลส<br />

า ค ัญทางการเงิ<br />

น<br />

47<br />

Financial Hilight<br />

โ ครงสร้างการถือหุ้น<br />

48<br />

Shareholding Structure<br />

ค ่าตอบแทนกรรมการและผู้บริหาร<br />

51<br />

Renumuration for the Directors and Management<br />

โ ครงสร้างการบริหารงาน<br />

54<br />

Management Structure<br />

บ ริษัทย่อยและ<strong>บริษัท</strong>ในเครือ<br />

62<br />

Subsidiaries<br />

การกา<br />

ก ับดูแลกิจกา<br />

ร<br />

63<br />

Corporate Governance<br />

ก ารควบคุมภายใน<br />

67<br />

Internal Controls<br />

น โยบายการจ่ายเงินปันผล<br />

69<br />

Dividend Payment Policy<br />

ร ายการระหว่างกัน<br />

70<br />

Related Transaction<br />

ส รุปผลการด<br />

74<br />

Summary of Operating Results and Financial Analysis<br />

ร ายงานของผู้สอบบัญชีรับอนุญาตและงบการเงิน<br />

78<br />

Auditor’s Report and Financial Statements


3<br />

Vision<br />

“ Leader of Tile Business<br />

with outlets throughout<br />

Thailand ”<br />

Mission<br />

1. To produce tiles with creative production process that meets the international standard at the<br />

lowest cost for quality products at reasonable prices.<br />

2. To serve our customer with wide variety of tiles at reasonable prices, easy access for customers<br />

with our outlets throughout Thailand. Services and continuity of products is guaranteed.<br />

3. To have high dividend payout.<br />

4. To create stability for employees with:<br />

• Total management and creative idea.<br />

• Course training.<br />

• Key capabilities development.<br />

• Cultural development.<br />

• Networking development.<br />

5. To have customers’ products and services satisfaction and supporting majority of customers<br />

who have lower income. To be fair with both customers and suppliers.<br />

6. To have Corporate Social Responsibility.


4<br />

COMPANY PROFILE<br />

Company <strong>Dynasty</strong> Ceramic Public Company Limited (DCC)<br />

Company registration Bor.Mor.Jor. (PCL) 321 (0107537000742)<br />

Established 1 August 1989<br />

Listing on the SET<br />

3 January 1992, trading under the abbreviation “DCC” under the<br />

construction materials group.<br />

Nature of business<br />

Core business<br />

Manufacturer and distributor of ceramic floor and wall tiles under<br />

“<strong>Dynasty</strong>”, “Tomahawk”, “Jaguar”, “Nava” brand. Also, it purchases the<br />

ceramic floor, wall and decorative tiles from Tile Top Industry Public,<br />

Co., Ltd., which is one of the subsidiaries of the Company.<br />

Secondary core<br />

Nationwide distributor through its subsidiaries: Pick & Pay Co., Ltd.,<br />

Muangthong Ceramics business Co., Ltd., and World Wide Ceramics<br />

Co., Ltd. In addition, <strong>Dynasty</strong> Ceramic is order other related products<br />

such as Sanitary wares and other related products such as Tile grout<br />

for sale.<br />

Registered capital 408,000,000 Baht, comprising 408,000,000 shares with a par value of 1<br />

Baht per share, issued and fully paid-up<br />

Subsidiary<br />

The Company has four subsidiaries: Tile Top Industry Co., Ltd., Pick<br />

and Pay Co.Ltd., Muangthong Ceramic Co., Ltd., and World Wide Ce<br />

ramic Co., Ltd, in which it holds an equity stake of 96 percent of the<br />

registered and paid-up capital.<br />

Head Office Of DCC Address 37/7 Suthisarn-Vinijchai Road, Samsen-Nok Sub-district<br />

And Its’ Subsidiaries HuayKwang District, Bangkok10310. Tel. 0-2276-9275-81<br />

Fax. 0-2276-0313-17<br />

Homepage<br />

http://www.dynastyceramic.com


5<br />

DCC Factory Address 54/8 Moo3, Suwannasorn Road, Koke Yae Sub-District, Nong<br />

Kae District, Saraburi Province 18230 Tel. 036-379023-4<br />

Fax. 036-371024<br />

Tile Top Factory<br />

Address 3/2 Moo 8, Paholyothin Road, Nong Khai Nam Sub district,<br />

Nong Khae District, Saraburi Province 18140 Tel. 036-371815<br />

Fax. 036-371111<br />

Subsidiary Outlets<br />

By the end of 2010, there are a total of 177 factory outlets located<br />

nation-wide in forms of factory outlets.<br />

Registrar<br />

Thailand Securities Depository Co. Ltd. The Stock Exchange of<br />

Thailand Building, 62 Ratchadapisek Road, Klongtoey Sub-district,<br />

Klongtoey District, Bangkok 10110 Fax: +66 2 654 5599<br />

Telephone: +66 2 229 2800 ,+66-2-654-5599<br />

Auditors<br />

Mr.Jadesada Hungsapruek Certified Public Accountant No.3759 or<br />

Miss Wimolsri Jongudomsombut Certified Public Accountant No.3899<br />

or Miss Kannika Wipanurat Certified Public Accountant No.7305.<br />

From Karin Audit Co. Ltd.<br />

138 Boonmitr Building 6th Fl. Room B1,Silom Road,<br />

Kwang Suriyawong, Khet Bangrak, Bangkok 10500 Thailand<br />

Legal Counsel<br />

Mr. Payab Khumarj<br />

49/15 Moo 1 Bangratug District Sampran Nakorn-Prathom<br />

Total Capacity<br />

51 Million Squaremetre/Year


6<br />

Message<br />

from the President<br />

During 2010, Thailand had many effects to the<br />

economy, such as the politic unrest which halted the<br />

economy in Bangkok. Many severe weather conditions<br />

throughout the year namely the drought in second<br />

quarter and the flood in third and fourth quarter. Not<br />

to mention the continuous of Baht depreciation. These<br />

effects mentioned above will also continue to affect the<br />

economy in 2011. However, the company has managed<br />

to maintain its growth with a good dividend payout.<br />

2010 Performance<br />

In the first quarter of 2010, the company had<br />

21% growth in revenue from the previous year. Even<br />

with the political crisis, the company had made a new<br />

sales record in March at 722 million Baht. This proved<br />

that political crisis does not affect the company’s<br />

revenue. In the second quarter, with the drought,<br />

the company had 16% growth in revenue from the<br />

previous year. One of the biggest floods in Thailand<br />

occurred during third and fourth quarter which had<br />

halted the company’s growth where the third quarter<br />

resulted in zero growth. In addition to the flood, the<br />

fourth quarter is also the harvest season. From those<br />

events, the company’s growth resulted in 11% from<br />

the target of 15%. However, for the year 2010, the<br />

company’s revenue was 6,513 million Baht with the net<br />

profit of 1,175 million Baht or 18% increase from the<br />

previous year. The gross margin also increased from<br />

42.5% to 44.3% and the company was able to pay out<br />

100% of the net profit or a total of 2.88 Baht per share.<br />

Production investment and development<br />

For the past three years, the company’s<br />

revenue has been steadily growing without any<br />

additional of new kilns. Because of the capacity<br />

expansion can be done easily within three months,<br />

the company’s objective is to expand the point of sale<br />

before expand the capacity. The company’s policy is<br />

to have kilns operating at the most efficient rate with<br />

no idle capacity as we have seen that the capacity<br />

utilization rate is always above 92%.<br />

In the beginning of 2010, the company was<br />

planning to modify and add 4 new kilns, but the<br />

company only modifies and adds 3 kilns because<br />

of the flood. The flood slowed down the market so<br />

we extended the 4th kiln to 2011. In conclusion, our<br />

capacity expansions plan as follows:<br />

• January 2010 1 new kiln at Tile Top<br />

Factory.<br />

• March 2010 modified 1 kiln at Tile Top<br />

Factory.<br />

• July 2010 1 new kiln at <strong>Dynasty</strong> Factory.<br />

• January 2011 1 new kiln at Tile Top<br />

Factory.<br />

• July 2011 1 new kiln at Tile Top Factory.<br />

At the end of 2010, the company has<br />

capacity of 51 million sqm, 58 million sqm in January<br />

2011, then 61 million sqm in July 2011.<br />

In addition to capacity expansion, the company<br />

also researched on producing grout in 4Q10. The<br />

capacity is now at 2,700 boxes per month or 10%<br />

of the sales. In 2011, the company will be expanding<br />

the capacity of grout. The new capacity should<br />

cover at least 40% of the sales. The company also


continuously researches more on cost saving for<br />

producing grout.<br />

The company is still continuously researching<br />

other projects, namely, rectified tiles project, high cost<br />

chemicals replacement, etc.<br />

Marketing<br />

In 2010, the company has a marketing campaign<br />

under “<strong>Dynasty</strong> Tile Top Becomes No. 1” since<br />

April 2010 until April 2011. The company promotes<br />

campaign via radio, local newspaper and also event<br />

cars. Every outlet will have promotion tiles and for<br />

every 1,000 Baht sales, the customer will get a<br />

coupon for chances to win the prize.<br />

Corporate Social Responsibility<br />

During 2010, the company has been participating<br />

in many CSR projects. The company had<br />

begun CSR project since 2009. This year, the<br />

company had given both floor tiles and wall tiles also<br />

managed every construction in 14 upcountry schools<br />

from 3 schools last year. The company also had a<br />

soccer match with the people in the community as<br />

well. The event was filled with happiness for both giver<br />

and receiver which we think it was very successful.<br />

In 2011, the company will also continue to “give” to<br />

upcountry schools as usual.<br />

In addition to building schools, the company<br />

also helped many flood victims. Employees had<br />

prepared dry foods, water bottles, medicines along<br />

with other consumables in a bag for a total of more<br />

than 10,000 bags to give away to the flood victims.<br />

The management team and employees also donated<br />

some money in a total over 6 million baht with the<br />

191 Police.<br />

In 2010, the company has a total net profit<br />

of 1,175 million Baht or 2.88 Baht per share from<br />

1.00 Baht par value. The board of committee<br />

announced 2.88 Baht or 100% for dividend payout and<br />

transactions will be finished by 4th of May 2011. The<br />

company has already paid up 2.30 Baht of the amount<br />

during 2010; therefore, 0.58 Baht is to be paid.<br />

The company has received Forbes: 200 Best<br />

Under a Billion for 2010, which is the third time from<br />

7<br />

Forbes. The company also received 200 Best Public<br />

Company from Financial and Banking Magazine. In<br />

addition to that, the company has been included in<br />

SET 50 starting in January 2011.<br />

The management committee greatly<br />

appreciates every shareholder, supplier, employee and<br />

customer who has been continually supporting the<br />

company. Lacking any part stated will not result in<br />

the successful of the company we are today. As a<br />

representative of the company, I would like to say<br />

thank you to every part of this success and stable<br />

growth of the company. We will continue to improve<br />

our performance and keeping this success as always.<br />

Mr.Roongroj Saengsastra<br />

Chairman


8<br />

REPORT OF THE AUDIT COMMITTEE<br />

To the shareholders of <strong>Dynasty</strong> Ceramic Public Company Limited<br />

The Audit Committee of <strong>Dynasty</strong> Ceramic Public Company Limited was elected by the Board Of<br />

Director. The committee consists of 4 Independent Directors with the Assistant Managing Director – Branch Marketing (In<br />

charge of Internal Audit Office) acted as The Secretary of the Audit Committee. All members of the Audit Committee are<br />

qualified according to the Audit Committee Charter approval by the Board of Director and in accordance with the Stock<br />

Exchange of Thailand’s Best Practice Guidelines 2010. The Audit Committee conducted a total of four meetings in 2010,<br />

and appropriately discussed and shared opinions in one of the meeting with the external auditors. This can be summarized<br />

as follows:<br />

Audit Committee<br />

Position<br />

Attend the Meeting / Total Meeting (Time)<br />

ป 2010 ป 2009<br />

1.General Yuthasak Sasiprapa Chairman 4/4 4/4<br />

2.Pol.Gen.Patcharavat Wongsuwan Committee members 4/4 2/4<br />

3.Mr Surasak Kosiyajinda Committee members 4/4 4/4<br />

4.Mr Yothin Juangbhanich Committee members 4/4 4/4<br />

5.Miss Sonthaya Yaowalee Secretary 4/4 4/4<br />

The Audit Committee No.4 is qualified in both experience and knowledge to review the Financial Statement<br />

of the company.<br />

The Audit Committee sometimes appropriately discussed and shared opinions with senior management and external<br />

auditors on related matters. This can be summarized as follows:<br />

1. Reviewed the Company’s’ audited quarterly and annual financial statements of year 2010, and discussed<br />

with external accounting auditor and management on the righteousness and completion of the financial<br />

statement to ensure that they were prepared in compliance with generally accepted accounting standards<br />

with adequate disclosure of the financial information<br />

2. Reviewed the Internal Control System in its evaluation of the adequacy and effectiveness of the<br />

Company in achieving its goals. The Audit Committee reviewed the Internal Audit Report for accordingly to the<br />

evaluation report committed by the internal control section and the auditor to ensure that the company had<br />

working and operational systems which are effective enough to protect and prevent risks which could happen<br />

to the company, and that the approval of transactions and budget of the operational sector is in agreement<br />

with the approval policy of the company<br />

3. Reviewed the compliance with Securities and Exchange laws, regulations of the Stock Exchange of<br />

Thailand, and other relevant laws; for instance, Securities and Exchange acts, regulations of the Securities and<br />

Exchange Commission, the Public Company Act, and business commitments with third party agreements. The Audit<br />

Committee came to the conclusion that the Company had complied with all applicable regulatory requirements.<br />

4. Considered the nomination and appointment of the external auditor and the annual audit fee for 2011<br />

to seek approval from the Company’s Board of Directors for the 2011 General Shareholders’ Meeting. After considering<br />

the auditors’ performance, independence, and appropriateness of the auditing fee, the Audit Committee appointed<br />

Mr.Jessada Hangsapruck, Certified Public Accountant, Registration Number 3759, or Miss Vimolsri Jongudomsombat<br />

Certified Public Accountant, Registration Number 3899, or Miss Kannikar Vibhanurat Certified Public Accountant, Registration<br />

Number 7305 from Karin Auditing Company Limited the Certified Public Accountant of the Company for 2011. The total annual


9<br />

audit fee for 2011 is 1,945,000 Baht. The Audit Committee had comments on the auditor appointment as followed:<br />

• The auditor independently performed the tasks with knowledge, proficiency, and suggested on<br />

internal control system, and risks<br />

• The proposed fee is at appropriate rate, which is equal to that of 2010. The company does not pay<br />

for other service to the auditor, the auditor’s company, person, or company related to the auditor and the<br />

auditing company which the auditor is working for.<br />

• According to the regulations of Office of the Securities Exchange Commission and the Stock<br />

Exchange of Thailand, the registered companies have to make the change in the auditor of the company<br />

in every 5 financial statements. If the auditor is appointed the company’s auditor for 2011, it will be<br />

the second time of the auditor.<br />

• The auditor has no connection with the company and its subsidiaries.<br />

5. Reviewed related transactions executed by the Company with related parties which were considered as<br />

having a conflict of interest, and reviewed the sufficiency of the disclosure of these transactions in accordance with the<br />

requirements of the Stock Exchange of Thailand. The Audit committee cameto the conclusion that the aforementioned<br />

transactions were conducted by Management fairly and priced with a view to giving the utmost benefit to the Company at an<br />

arm’s length basis, and that they were accurately and adequately disclosed.<br />

6. Reviewed Risk Management –The Audit Committee had reviewed the operation information and Internal<br />

Control System by interrogating The Accounting Procedure and Reviewed Audit Plan every quarter.<br />

7. The Audit Committee had self- assessment in accordance with Best Practice Guidelines for the audit committee<br />

on its composition, meetings, activities, and dealings with Management and the external auditor. The Audit Committee came to<br />

the conclusion that its scope and performance were consistent with Best Practice Guidelines to effectively aid the fulfillment of<br />

good corporate governance.<br />

8.The minutes of meeting should be written and proposed to the board of director after every meeting, so that<br />

the company’s performance went on accordingly to the Best Practice of the Audit committee.<br />

In conclusion, the Audit committee performed its task entirely as stated in the charter of the audit committee<br />

approved by the company’s board of director in accordance with the act of the Stock Exchange of Thailand.<br />

The Audit committee gave judgment that the company had financial transactions stated, the related transactions<br />

happened during the year disclosed accurately and appropriately. The executive directors operated the company with an<br />

ethical mind, and had the intention of performing duties professionally to achieve the Company’s goals under an effectively<br />

concise and continual Risk Management. The company had an accurate, reliable management system, as well as continually<br />

improved the operational system to be at better quality, and suit the business’ environment.<br />

On Behalf Of Audit Committee<br />

<strong>Dynasty</strong> Ceramic Public Company, Limited<br />

General<br />

(Yuthasak Sasiprapa)<br />

Chairman of the Audit Committee<br />

February 24, 2011


Board of Di<br />

Chairma<br />

Mr.Roongroj Sa<br />

Preside<br />

Mr. Sanchai J<br />

10<br />

ORGANIZATION CHART<br />

Executive Vice Pre<br />

resi sdent<br />

(out<br />

let maketing)<br />

Miss<br />

Sontaya Yaowalee<br />

Exec<br />

ecutive Dire<br />

ctor<br />

(Marketing)<br />

Mr.Chana Suthiwangcharoen<br />

Vice President (Accounting)<br />

Miss Somruethai Boonyarit<br />

VP (Branch Accounting)<br />

Miss Porntip Pengtako<br />

VP (Outlet Marketing)<br />

Miss Sontaya Yaowalee<br />

VP (Admin)<br />

Mr. Monrak Saengsastra<br />

VP (Marketing)<br />

Mr.Jaruj<br />

uate Tritawil<br />

VP-IT Investor<br />

Mr. Marut Sa


11<br />

of Director<br />

airman<br />

j Saengsastra<br />

Company’s Secretary<br />

Miss. Cattleya Saengsastra<br />

Company’s Secretary Assistant<br />

Mr. Marut Saengsastra<br />

sident<br />

hai Janejarat<br />

Seni nor Vice President<br />

(Production)<br />

Mr<br />

.Jaruwat Tritawil<br />

Senior Vice President<br />

(Factory Admin)<br />

Mr. Monrak Saengsastra<br />

Senior Vice President<br />

(Technic)<br />

Mr. Sutee Boonnag<br />

estor Relations<br />

t Saengsastra<br />

VP (Engine<br />

neerin<br />

ering)<br />

DCC / TTOP<br />

Mr. Somnuek Suriyakul<br />

VP (Production)<br />

TTOP<br />

Mr.Jar<br />

uwat Tritawil<br />

VP (Production)<br />

DCC<br />

Mr.Chava<br />

lit Pidthong<br />

VP (Factory Admin)<br />

Mr Arun Natchayangkoon<br />

VP (Technic)<br />

Mr. Sutee Boonnag


12<br />

Board of Directors<br />

Name<br />

Mr.Roongroj Saengsastra<br />

Position<br />

Chairman<br />

Age(Year) 61<br />

Highest Education<br />

Bachelor degree, Accounting, Chulalongkorn University<br />

Training From IOD<br />

None<br />

% Of Share Holding Holding 100,000,000 shares ( 24.51%) at Jan 31 , 2011<br />

Family relationship among executives Miss Cattleya Saengsastra’s brother<br />

Other Current Position<br />

Listed Company<br />

None<br />

Non Listed Company 4 Companies<br />

• Chairman of <strong>TileTop</strong> Industry Company Limited,<br />

• Chairman of Pick and Pay Company Limited,<br />

• Chairmant of Muang Thong Ceramic Co.Ltd.<br />

• Chairman of World Wide Ceramic Company Limited<br />

Previous 5 years experience<br />

2000-2007 - President-<strong>Dynasty</strong> Ceramic PCL<br />

2000-2004 - President of <strong>TileTop</strong> Industry PCL.<br />

2005-Present<br />

- Chairman of Pick and Pay Company Limited,<br />

- Chairman of Muang Thong Ceramic Co.Ltd.<br />

- Chairman of World Wide Ceramic Company Limited<br />

Mr. Roongroj Saengsastra<br />

Chairman


13<br />

Name<br />

Mr. Sanchai Janejarat<br />

Position<br />

President<br />

Age(Year) 61<br />

Highest Education<br />

Bachelor degree, Engineering,Chulalongkorn University<br />

Training From IOD<br />

Directors Accreditation Program (DAP) No.54/2006<br />

% Of Share Holding 342,000 shares ( 0.08 %) at Jan 31 , 2011<br />

Family relationship among executives None<br />

Other Current Position<br />

Listed Company<br />

None<br />

Non Listed Company 4 Companies<br />

• President : <strong>TileTop</strong> Industry PCL.<br />

• Director : Pick and Pay Company Limited,<br />

• Director : Muang Thong Ceramic Co.Ltd.<br />

• Director : World Wide Ceramic Company Limited<br />

Previous 5 years experience<br />

2002-2008 Executive Director (Production) <strong>Dynasty</strong> Ceramic Public Co.,Ltd.<br />

2000-2008 Executive Director (Production) <strong>TileTop</strong> Industry PCL<br />

Mr. Sanchai Janejarat<br />

President


14<br />

Name<br />

General Yutthasak Sasiprapha<br />

Position<br />

Independent Director & Chairman of Audit Committee<br />

Age(Year) 74<br />

Highest Education<br />

Command and General Staff College,<br />

Chulachomklao Royal Military Academy<br />

Chief of Joint Staff School - 48<br />

National Defence College - 33<br />

Training From IOD Directors Accreditation Program (DAP) No. 56/2006<br />

Capital Market Academy Leadership Program ( Class 11 )<br />

% Of Share Holding None<br />

Family relationship among executives None<br />

Other Current Position<br />

Listed Company<br />

1 Company<br />

• PTT Chemical Public Co.,Ltd.-Advisor<br />

Non Listed Company 3 Companies<br />

• Vice President Pan Asia Planner Co.,Ltd.<br />

• Vice President GPP International Co.,Ltd<br />

• President of the Olympic Committee,<br />

Previous 5 years experience<br />

2001-Present : President of the Olympic Committee<br />

2005-2007 Director : PTT Chemical Public Co.,Ltd<br />

General Yutthasak Sasiprapha<br />

Independent Director & Chairman of Audit Committee


15<br />

Name<br />

Pol.Gen. Patcharavat Wongsuwan<br />

Position<br />

Independent Director & Audit Committee<br />

Age(Year) 61<br />

Highest Education<br />

Bachelor Degree Police Academy<br />

Master degree, Art Social, Kasetsart University<br />

Training From IOD<br />

None<br />

% Of Share Holding None<br />

Family relationship among executives None<br />

Other Current Position<br />

Listed Company<br />

None<br />

Non Listed Company 1 Company<br />

• Director : <strong>TileTop</strong> Industry PCL.<br />

Previous 5 years Experience Year 2008-2009 Commissioner General-Royal Thai Police<br />

Year 2002-2007 Deputy Commissioner General,Royal Thai Police<br />

Pol.Gen. Patcharavat Wongsuwan<br />

Independent Director & Audit Committee


16<br />

Name<br />

Mr. Chaiyasith Viriyametakul<br />

Position<br />

Director<br />

Age(Year) 62<br />

Highest Education<br />

Bachelor degree, Engineering, Chulalongkorn University<br />

National Defence College (NDC.4414)<br />

Training From IOD Director Accreditation Program (DAP) 20/2004<br />

- Increasing Your Corporate Value Through Effective<br />

Communication Year 2003<br />

- Risk Management From IOD<br />

% Of Share Holding 17,545,000 shares or 4.30 % at Jan 31 ,2011<br />

Family relationship among executives<br />

Other Current Position<br />

Listed Company<br />

None<br />

1 Companies<br />

• President of Vibhavadee Hospital<br />

Non Listed Company<br />

8 Companies<br />

• Vice Chairman of BOD Chao Paya Hospital Public Co.,Ltd<br />

• President of Thai Rim Tower Associated Co,,Ltd<br />

• Executive Director Vibharam Co.,Ltd<br />

• Executive Director Patanakarn Vejchakit Co.,Ltd.<br />

• Director-Sereerak Hospital Co.,Ltd.<br />

• Managing Director Thepharak Pattanakarn Co.,Ltd.<br />

• Director-Princeton Park Suite Co.,Ltd<br />

• Director-Pitakdham Development Co.,Ltd<br />

Mr. Chaiyasith Viriyametakul<br />

Director


17<br />

Name<br />

Mr. Suvit Smarnpanchai<br />

Position<br />

Director<br />

Age(Year) 63<br />

Highest Education<br />

High-School,Charnvit Wittaya School<br />

Training From IOD Director Accreditation Program (DAP) 54/2006<br />

% Of Share Holding 12,892,000 shares or 3.16 % at Jan 31 ,2011<br />

Family relationship among executives None<br />

Other Current Position<br />

Listed Company<br />

None<br />

Non Listed Company 1 Company<br />

• Managing Director-Ekasithpun Co.,Ltd.<br />

Previous 5 years Experience<br />

Present : Advisor of The Audit Committee and Monitoring<br />

The Police Adminisration of Ratchburana police Station<br />

2000-Present : Managing Director-Ekasithpun Co.,Ltd.<br />

Mr. Suvit Smarnpanchai<br />

Director


18<br />

Name<br />

Mr.Yothin Juangbhanich<br />

Position<br />

Independent Director & Audit Committee<br />

Age(Year) 62<br />

Highest Education<br />

Master Degree(MBA) from University of Santa Clara,USA<br />

Training From IOD Director Accreditation Program (DAP) 79/2009<br />

% Of Share Holding None<br />

Family relationship among executives None<br />

Other Current Position<br />

Listed Company<br />

1 Company<br />

• Independent Director & Chairman of Audit Commitee-Tanasiri Group PCL<br />

Non Listed Company None<br />

Previous 5 years Experience<br />

Head of Management System Development - Revenue Department<br />

Regional 12 Revenue Chief<br />

Mr. Yothin Juangbhanich<br />

Independent Director & Audit Committee


19<br />

Name<br />

Mr. Surasak Kosiyajinda<br />

Position<br />

Independent Director & Audit Committee<br />

Age(Year) 68<br />

Highest Education<br />

Bachelor degree in Law, Tammasart University<br />

Training From IOD Director Accreditation Program (DAP) 48/2005<br />

% Of Share Holding None<br />

Family relationship among executives None<br />

Other Current Position:<br />

Listed Company<br />

1 Company<br />

• Director / AJ PLAST Public.Co.Ltd.<br />

Non Listed Company 1 Company<br />

• Director / UNITED FOOD Public.Co.Ltd.<br />

Previous 5 years Experience<br />

2000-2010 Jutturatham Law Office<br />

Mr. Surasak Kosiyajinda<br />

Independent Director & Audit Committee


20<br />

Name<br />

Mr. Chana Suthiwangcharoen<br />

Position<br />

Director<br />

Age(Year) 63<br />

Highest Education<br />

Bachelor degree,Communication Arts, Chulalongkorn University<br />

Training From IOD<br />

Directors Accreditation Program (DAP) No.63/2007<br />

% Of Share Holding None<br />

Family relationship among executives None<br />

Other Current Position<br />

Listed Company<br />

None<br />

Non Listed Company 4 Companies<br />

• Executive Director (Marketing) <strong>TileTop</strong> Industry PCL.<br />

• Director : Pick and Pay Company Limited,<br />

• Director : Muang Thong Ceramic Co.Ltd.<br />

• Director : World Wide Ceramic Company Limited<br />

Previous 5 year Experience<br />

Director & Vice President (Marketing) <strong>Dynasty</strong> Ceramic Public Co.,Ltd.<br />

<strong>TileTop</strong> Industry PCL<br />

• Director : Pick and Pay Company Limited,<br />

• Director : Muang Thong Ceramic Co.Ltd.<br />

• Director : World Wide Ceramic Company Limited<br />

Mr. Chana Suthiwangcharoen<br />

Director


21<br />

Name<br />

Miss. Cattleya Saengsastra<br />

Position<br />

Executive Director and Company’s Secretary<br />

Age(Year) 63<br />

Highest Education<br />

Bachelor degree Accounting, Chulalongkorn University<br />

Management Development Program<br />

J.J Kellogg , North Western University<br />

Training From IOD<br />

Directors Accreditation Program (DAP) No.47/2005<br />

% Of Share Holding 11,000,000 shares(2.7%) at Jan 31 ,2011<br />

Family relationship among executives Mr.Roongroj Saengsastra’s Sister<br />

Other Current Position<br />

Listed Company<br />

1 Companies<br />

• Independent Director & Chairman of Audit Committee<br />

S&P Syndicated Public Co.,Ltd.<br />

Non Listed Company 4 Companies<br />

• Executive Director and Company’s Secretary,<strong>TileTop</strong> Industry PCL<br />

• Director : Pick and Pay Company Limited,<br />

• Director : Muang Thong Ceramic Co.Ltd.<br />

• Director : World Wide Ceramic Company Limited<br />

Previous 5 year Experience<br />

• Director : Pick and Pay Company Limited,<br />

• Director : Muang Thong Ceramic Co.Ltd.<br />

• Director : World Wide Ceramic Company Limited<br />

Miss Cattleya Saengsastra<br />

Executive Director and Company’s Secretary


22<br />

Operations<br />

in Safety, Environment, and Society


Safety<br />

In 2010, the company has been focusing on<br />

developing many aspects of the staff’s knowledge. Safety<br />

is one of the company’s developments; improving the<br />

working condition and ambience to be safe for the staff<br />

of the company with the belief that any accident, injury<br />

or illness caused by the job can be prevented by the<br />

cooperation from all of the organization’s members. The<br />

company has encouraged many activities concerning<br />

safety in the organization to motivate the staff’s<br />

consciousness such as<br />

1. The fire drill training program<br />

2. Organizing Safety Week to reduce the<br />

accident<br />

3. Acknowledging the staffs to protect<br />

themselves and their family from HIV, TB, as<br />

well as other contagious diseases<br />

4. The White Factory Campaign<br />

5. The Watch Out Project which takes care of<br />

the staffs encountered any accident<br />

6. Six Zero Project<br />

• Zero Accident<br />

• Zero Break-Down<br />

• Zero Complaint<br />

• Zero Loss<br />

• Zero Mistake<br />

• Zero Waiting Time.<br />

These projects were organized not only to<br />

reduce the accident but also to develop and improve<br />

the staffs’ quality of lives. The result of the company’s<br />

endeavor to lower the accident happened while working<br />

is that the accident statistic continually reduces. Every<br />

employee does play a vital role to create good working<br />

ambience, which also generates safety and consciousness<br />

in increasing efficiency in working as well as quality<br />

of life.<br />

23<br />

Environment<br />

We have taken environment and human resource development<br />

as ones of the company’s responsibilities. So, the company<br />

has been emphasizing on the environmental control in the<br />

manufacturing system since last year in many aspects.<br />

1. Evaluating the quality of the air of the surrounding area<br />

of the plant to ensure that the air released from the factory cannot<br />

affect the environment and the community around the factory<br />

2. Evaluating noise pollution, dust, and chemical which are<br />

all standardized<br />

3. Building the waste-water treatment system to treat and<br />

recycle the water which help reduce the water resource<br />

4. Recycling the waste materials and the fragmented tiles,<br />

and keeping those which are not recyclable in the specifically safe<br />

place in the factory.<br />

Additionally, the company has sympathized the<br />

victims of inundations and provided them dried food,<br />

drink, medical supply, consumer goods, and more<br />

than 10,000 relief bags to distribute to the suffered<br />

community. Moreover, the company executives and<br />

employees have contributed their own money of about 6<br />

million in total in cooperation with the patrol 191.


24<br />

<strong>Dynasty</strong> Ceramic Public Company, Limited<br />

Operations in Safety, Occupational Health, and Working Ambience 2010<br />

Objectives: 1. To create the means of operations in safety, occupational health, and working ambience.<br />

2. To create the directions in the development of sustainable safety in working according to all the laws concerning safety at work.<br />

By: The committee of safety, occupational health, and working ambiences<br />

targeted length of operations (Quarter)<br />

No. Plans and Activities<br />

1 2 3 4<br />

Operators Responsible Sectors<br />

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec<br />

1 Personnel Development<br />

1.1 New staff Orientations<br />

• Safety regulations and duties<br />

• Basic knowledge of fire extinguishing and PPE usage<br />

• Occupational illnesses, illnesses and drugs<br />

1.2 Occupational health committee's development and field trip<br />

• National safety-at-work week /<br />

• Plant and company visits<br />

1.3 Potential development seminar on safety<br />

• Supervisors / operational staffs / committees<br />

• Seminar on HIV, and TB / /<br />

• Department of Skill Development's seminar<br />

Occupational health<br />

officers<br />

Occupational health<br />

officers, and the<br />

committee<br />

Occupational health<br />

officers<br />

Human resources<br />

department, head of each<br />

department, and<br />

operational staffs<br />

Head of each department,<br />

and operational staffs<br />

Human resources<br />

department, head of each<br />

department, and<br />

operational staffs<br />

2 Inspection, Control, Improvement, and Protection<br />

2.1 Installation of basic fire extinguishers /<br />

Occupational health<br />

officers, and the<br />

2.22 Inspection on electricity system, electrical appliances, and<br />

Electricians and<br />

/<br />

transformers<br />

occupational health<br />

2.3 Inspection on buildings and signboards /<br />

Human resources<br />

department and<br />

2.4 Inspection on working ambiences (noise, light, temperature,<br />

Occupational health<br />

/<br />

chemical), and improvement<br />

officers, and the<br />

2.5 Examination, inspection, and improvement of PPE<br />

Occupational health<br />

officers, and the<br />

2.6 Suggestion, and improvement of security system<br />

Occupational health<br />

officers, and the<br />

2.7 Improvement of safety signs according to legal standard<br />

Occupational health<br />

officers, and the<br />

2.8 Suggestion of additional safety equipment at work (cards,<br />

Occupational health<br />

tools, safety equipments)<br />

officers, and the<br />

3 Safety Campaign<br />

3.1 Campaign on encouraging the use of PPE<br />

Occupational health<br />

officers and the<br />

3.2 Promoting on board exhibition:<br />

• Information on social security, workers' compensation fund, etc.<br />

Occupational health<br />

officers, and the<br />

• Safety policies<br />

committee<br />

Head of each department<br />

Committee<br />

Committee<br />

Head of each department,<br />

and officers of Saraburi's<br />

Head of each department,<br />

and operational staffs<br />

Administrative and human<br />

resources departments<br />

Head of each department,<br />

and operational staffs<br />

Head of inventory<br />

department<br />

Head of each department<br />

Head of each department,<br />

and operational staffs<br />

• Accidents' statistics<br />

3.3 Activities and projects<br />

• "Rewarding Creativity" campaign<br />

• "365 days 0 accident" campaign<br />

• "White Factory" campaign<br />

3.4 Organizing safety week at work of 2010 (16-18/9/10) /<br />

3.5 Making handbook concerning safety at work<br />

3.6 Campaign on safety out of work such as driving safely, etc.<br />

Occupational health<br />

officers, and the<br />

committee<br />

Occupational health<br />

officers, and the<br />

Occupational health<br />

officers, and the<br />

Occupational health<br />

officers, and the<br />

Administrative and human<br />

resources departments<br />

Head of each department,<br />

and operational staffs<br />

Head of each department<br />

Administrative and human<br />

resources departments


25<br />

4 Routine Working<br />

, p<br />

4.1 Monthly occupational health committee meeting<br />

• Safety tour on first Thursdays of every month 9-12am 14 4 4 1 6 3 1 5 2 7 4 2<br />

• Occupational health committee meeting 1.30-4.00pm 14 4 4 1 6 3 1 5 2 7 4 2<br />

4.2 Monthly Divisional safety inspection by head of each<br />

department<br />

4.3 Implementation of safety laws every 3 month (Occupational<br />

health reports)<br />

Jan-Mar Apr-Jun Jul-Sep Oct-Dec<br />

4.4 Safety analysis to evaluate the risks<br />

4.5 Inspection, analysis, and report of accidents caused by working<br />

4.6 Report summary on accident statistics (on every 7th)<br />

4.7 Inspection on emergency alarms and automatic water pumpers 23 20 22 24 26 21<br />

4.8 Inspection on basic fire extinguisher<br />

5 Conflagration's Protection and Prevention<br />

5.1 Improving emergency extinguishing plan<br />

5.2 "Extinguishing and Fire Escaping" seminar /<br />

5.3 Basic fire extinguishing training<br />

• Emergency fire alarm system / / / / / /<br />

• Automatic stand pipe system and portable stand pipe / / / / / /<br />

• Basic extinguishers<br />

• Safety signs, and signboards<br />

5.4 Conflagration's prevention during dry season<br />

Occupational health<br />

officers, and the<br />

committee<br />

Head of each department<br />

t<br />

Occupational health<br />

officers<br />

Occupational health<br />

officers<br />

Occupational health<br />

officers<br />

Occupational health<br />

officers, and the<br />

Occupational health<br />

officers, and the<br />

Occupational health<br />

officers, and the<br />

Occupational health<br />

officers, and the<br />

Occupational health<br />

officers, and the<br />

Occupational health<br />

officers<br />

Occupational health<br />

officers, and the<br />

Head of each department,<br />

and operational staffs<br />

Occupational health<br />

officers, and the<br />

Head of each department<br />

Head of each department<br />

Committee, and head of<br />

each department<br />

Head of each department<br />

Head of each department<br />

Head of each department<br />

Head of each department<br />

Head of each department,<br />

and operational staffs<br />

Head of each department,<br />

supervisors, and<br />

operational staffs<br />

Administrative and human<br />

resources departments


26<br />

Society<br />

The company has organized the Corporate Social Responsibility<br />

or CSR since 2009 under the theme of “<strong>Dynasty</strong> Tile-Top<br />

Ceramic Market Returning Profit to Society”. In 2009, the<br />

company supported and helped build the floor of a classroom<br />

and improve the landscape of 3 schools in Thailand’s rural<br />

area. In 2010, we have continually organized this campaign<br />

and raised the number of schools chosen to be 14.<br />

Baan Saidaeng School, Mueng District, Ranong<br />

1<br />

1 Classroom before tiling 2 Classroom after tiling 3 Teacher’s common room before Tiling 4 Teacher’s common room


27<br />

• โรงเรียนเลาวิทยาคาร อ.เมือง จ.ชัยภูมิ<br />

• โรงเรียนหนองปลามันหนองไร อ.แกงครอ จ.ชัยภูมิ<br />

• โรงเรียนบานหลุบโพธิ์ อ.บานเขวา จ.ชัยภูมิ<br />

• โรงเรียนเมืองนอยราษฎรสงเคราะห อ.เมือง จ.ชัยภูมิ<br />

• โรงเรียนอนุบาลภูซาง อ.ภูซาง จ.พะเยา<br />

• โรงเรียนบานสบบง อ.ภูซาง จ.พะเยา<br />

• โรงเรียนบานปาสัก อ.ภูซาง จ.พะเยา<br />

• โรงเรียนตระเวนชายแดนฯ อ.ละหานทราย จ.บุรีรัมย<br />

• โรงเรียนบานหนองหวา อ.ละหานทราย จ.บุรีรัมย<br />

• โรงเรียนบานหนองกราด อ.ละหานทราย จ.บุรีรัมย<br />

• โรงเรียนทุงนาตาปน อ.ดานชาง จ.สุพรรณบุรี<br />

• โรงเรียนบานหนองกระดี่ อ.ดานชาง จ.สุพรรณบุรี<br />

• โรงเรียนบานทับละคร อ.ดานชาง จ.สุพรรณบุรี<br />

*รวมเปนจํานวนเงินทั้งสิ้น 3.8 ลานบาท*<br />

09.01.2553<br />

2 3 4<br />

oom after Tiling


28<br />

Baan Laowittaya School, Mueng District, Chaiyapoom<br />

Baan Lhumpho School, Baankhaow District, Chaiyapoom<br />

Baan Muengnoiratchasongkror School, Mueng District, Chaiyapoom<br />

Baan Nongplamunnongrai School, Kaengkro District, Chaiyapoom<br />

1<br />

2<br />

3<br />

4<br />

1,3 Versatile Building before tiling 2,4 Versatile Building afte tiling 5 Teacher’s common room before Tiling 6 Teacher’s common room a


29<br />

5 7<br />

29.06.2553<br />

6<br />

8<br />

om after Tiling 7 Acticity Court before tiling 8 Acticity Court after tiling


30<br />

Baan Pasuk School, Phusarng District, Phayao<br />

Baan Sob Bong School, Phusarng District, Phayao<br />

Phusarng Kindergarten, Phusarng District, Phayao<br />

14.08.2553<br />

1<br />

2<br />

1 Classroom’s corridor before tiling 2 Classroom’s corridor after tiling 3 Academic room before tiling 4 Academic room after tiling


31<br />

3 5 7<br />

5,7 Classroom before tiling 6,8 Classroom after tiling<br />

4 6 8


32<br />

Baan Nonggrard School, Laharnsai District, Burirum<br />

Baan Noinongwha School, Laharnsai District, Burirum<br />

Patrol Police’s School, Laharnsai District, Burirum<br />

1<br />

3<br />

1 Classroom before tiling 2-5 Classroom after tiling 6 Administrative room before tiling 7 Administrative room after tiling<br />

2


33<br />

18.09.2553<br />

3 6<br />

7<br />

4 5


34<br />

Baan Tublakorn School, Daancharng, Suphanburi<br />

Baan Tungnatapin School, Daancharng, Suphanburi<br />

Baan Nongkradi School, Daancharng, Suphanburi<br />

1<br />

1-2 Kindergarten’s classroom after tiling 3,6 sidewalks after tiling 4 Administrative room after tiling 5 Canteen after tiling<br />

2


35<br />

3 5<br />

20.11.2553<br />

4 6


Nature Of Business<br />

<strong>Dynasty</strong> Ceramic Public Company Limited was<br />

formerly known as Royal Floor Tiles Co. Ltd. Its core<br />

business is the manufacture and distributionof ceramic<br />

tiles. The Company was founded on 1 August 1989,<br />

listed on the Stock Exchange of Thailand on 3 January<br />

1992, and registered as a Public Company on 9 March<br />

1994. Its registered capital was increased to 280 million<br />

baht, with capital paid-up at a par value of 10 baht per<br />

share at 272 million baht, in January, 1995.<br />

At the end of 1997, the Shareholders and Directors<br />

of Tile Top Industry Public Co. Ltd, also a manufacturer<br />

of ceramic tiles with a factory located close to<br />

the <strong>Dynasty</strong> Ceramic Plant, bought 14.9 million ordinary<br />

shares of the company, or 54.82% of the paid-up<br />

capital, from the major shareholder which is a securities<br />

company. It has invested in more efficient machinery<br />

37<br />

and developed quality and more colorful products. It has also adjusted<br />

marketing strategies to focus more on distribution to consumers.<br />

Towards the end of 2000, the Company increased its registered<br />

capital to 408 million Baht, comprising 40.8 million shares with<br />

a par value of 10 Baht per share. The funds were to be utilized for<br />

the expansion of production capacity through the purchase of the<br />

entire ordinary shareholding in Tile Top Industry PCL from the original<br />

shareholders. As a result, the Company acquired the factory of Tile<br />

Top Industry Public Co. Ltd. The Company is currently the major<br />

shareholder in Tile Top Industry Public Co. Ltd., with an equity stake<br />

of 96.83%, of which 81.86 % is held by Thai nationals and 18.14 %<br />

by foreigners. (Register closed 31 January, 2011)<br />

<strong>Dynasty</strong> Ceramic Public Company Limited’s core business<br />

is the manufacture and distribution of ceramic tiles. It buys all products<br />

produced by Tile Top Industry Public Co. Ltd. at a wholesale<br />

price for sale. The Company also purchases sanitaryware and<br />

products related to ceramic tiles such as stair components and tile<br />

grout for sale through its three subsidiaries, namely Pick and Pay<br />

Co. Ltd.,Muangthong Ceramic Co. Ltd. and Worldwide Ceramic Co.<br />

Ltd, in which the Company invested an equity stake of over 96% in<br />

2005, to operate a retail business in the form of factory outlets. This<br />

enables the Company to get closer to its customers, know what they<br />

want and understand their ceramic tile purchasing trends. The Company<br />

used such information to improve its products and services,<br />

resulting in a rise in sales.<br />

As at the end of 2010, the Company had 177 branch<br />

warehouses nationwide and 116 local distributors. Its products are<br />

exported overseas to countries and regions including South Africa,<br />

Brunei, the Maldives, Indochina, Sri Lanka, Myanmar, Australia, New<br />

Zealand, Korea, Japan, Canada, Fiji, Loas, Kambodia etc . The ceramic<br />

tiles produced by the Company and its subsidiaries comprise<br />

• Floor and wall ceramic tiles under the “<strong>Dynasty</strong>” trademark<br />

• Floor and wall ceramic tiles under the “Tile Top” trademark<br />

• Floor and wall ceramic tiles under the “Tomahawk” trademark<br />

• Floor and wall ceramic tiles under the “Jaguar” trademark<br />

• Floor and wall ceramic tiles under the “Anna” trademark<br />

• Floor and wall ceramic tiles under the “Value” trademark<br />

• Floor and wall ceramic tiles under the “Mustang” trademark<br />

The Company and its subsidiary have extended their<br />

capacity thoroughly the year,until now,all capacity of both factory are<br />

51million square meters per year, that’s made The Company,currently<br />

holds the biggest share in the domestic ceramic tile market.


38<br />

Real estate business has grown<br />

considerably, considering more constructions<br />

in both city and provincial<br />

area; especially the first half of the year<br />

during which the overall tile market had<br />

grown up about 18-20%. For the second<br />

half of the year, La Nina phenomenon<br />

causing heavy rain made every region of<br />

Thailand encounter most severe inundation<br />

ever happened in 20 years’ time.<br />

However, the company has managed to<br />

maintain the sales growth rate of 11%<br />

and gain more than 18% of last year’s<br />

net profit due to the development in the<br />

many sections of the company.<br />

Factory<br />

• The company increased production<br />

capacity in January and July to ameliorate<br />

the manufacture’s potential, reduce<br />

fixed cost, and add more flexibility to<br />

inventory.<br />

• mprovement on the old kiln’s efficiency<br />

in March allows the company to<br />

increase the production capacity<br />

• The continuing research on the raw<br />

Significant Changes in the Past Year<br />

materials to find new materials and use<br />

them as the substitute of the old ones<br />

which are getting more expensive by<br />

taking the product’s quality as priority.<br />

• Improvement on the manufacturing<br />

plan’s calculating method to be in accordance<br />

with the production capacity itself<br />

to reduce the turnover of the inventory.<br />

• The company has carried on the Creative<br />

Idea Project which allows every<br />

employee to participate in creating new<br />

efficient economical manufacturing<br />

method. This project has been cooperated<br />

by so many employees that the<br />

company has saved not less than 10<br />

million Baht in expense.<br />

Although, the raw materials’<br />

prices have been continually increasing<br />

during 2010; natural gas, which has<br />

raised approximately more than 17%, in<br />

particular, there has been no increase in<br />

production cost of the company. This<br />

is evidence proving that <strong>Dynasty</strong> does<br />

process potential and efficiency in the<br />

manufacturing procedures.


Headquarters<br />

• Improvement on computer system; increasing the server’s<br />

efficiency, resulted in faster and more effective calculations<br />

and processing.<br />

• The company has improved the reports to be more concise.<br />

The goal of doing so is to make it easier in analyzing<br />

to set the right strategies and directions for the company.<br />

• We have used the software called Documentum in dealing<br />

with the documents to be able to work more easily and<br />

flexibly.<br />

• An additional transportation cost’s calculation system created<br />

and programmed by the executives made the cost<br />

more satisfactory and fair to the other parties. The system<br />

also makes it faster and more correct.<br />

• The company has held training course for all staff in each<br />

section as well as the branches.<br />

•We have held the Corporate Social Responsibility (CSR)<br />

since 2009 under the theme of “<strong>Dynasty</strong> Tile-Top Ceramic<br />

Market Returning Profit to Society”. The companies supported<br />

in building the floor of classrooms and improved the<br />

landscape of 3 schools in rural area in 2009. Continually in<br />

2010, we organized this campaign and raised the number<br />

of schools chosen to be 14 under the budget of more than<br />

4 million Baht.<br />

In addition, both the executives and the employees<br />

39<br />

have cooperated in reducing the lead time as well as the<br />

working process. This made the quality of the company’s<br />

personnel higher and allowed the company to maintain the<br />

number of staff to be the same while having more quantity<br />

in work.<br />

Branches and Subsidiaries<br />

• Higher selling price; from 125 Baht to 129 Baht<br />

• New branches and improved old branches are 11 in number<br />

• There is sales promotion campaign under the theme of<br />

“<strong>Dynasty</strong> Tile Top Becomes No.1” held from April 2010 to<br />

April 2011 while having the campaign promoted on radio,<br />

in local newspapers, on the event cars running in every<br />

province. Moreover, in this campaign, 8 pick-ups and more<br />

than 144 motorcycles are rewarded to lucky persons.<br />

• Improvement on the in-store selling system to be<br />

connected to the headquarters and the factories, so that<br />

the system becomes more efficient.<br />

All of the above are the main elements for<br />

the company’s ceaseless forwarding steps. However,<br />

these could not have happened without the cooperation<br />

of the executives and all of the staffs. The company’s<br />

important goal are the lowest cost of goods sold with the<br />

standardized product’s quality, the working system which<br />

can penetrate to the work site in harmony, the flexible<br />

manufacturing procedures, and proactive sales.<br />

Revenue, Gross Profit & Net Profit (MB)


40<br />

Industrial Conditions<br />

and Competitions<br />

In 2010, the sales in the first<br />

and second quarter have broken the<br />

record of the company. The main factor<br />

is the rising price of the agricultural<br />

product; in March, sugar was at its<br />

highest price in 25 years’ time. Although,<br />

the rice’s price has decreased about<br />

10%, agricultural people could sell<br />

rice in number because of the natural<br />

disasters in the producers’ country<br />

resulted in much higher demand abroad.<br />

Due to the higher demand in tiles in the<br />

first quarter, the company’s production<br />

capacity was insufficient. This was<br />

identification that the company can raise<br />

the selling price from the average 125<br />

Baht/m2 to 129 Baht/m2 which also<br />

makes the company’s gross margin<br />

higher.<br />

Problems caused by the natural<br />

disasters abroad had an effect on<br />

Thailand in the second half of the year.<br />

The La Nina phenomenon happened<br />

in August resulted in heavy rain all<br />

over Thailand’s regions; the north, the<br />

northeast, and the central regions were<br />

affected by the rain first and gradually<br />

made some areas flooded with the<br />

height of over 5 meters.<br />

Thailand has encountered the<br />

natural disaster problems for several<br />

times, but Thai agriculturers always take<br />

only a short period of time to recovery.<br />

However, the inundation in 2010 has<br />

been the most severe in Thai history,<br />

the agriculture section, then, took time<br />

to recovery. Due to this problem, the<br />

company had to close 6 branches and<br />

got 100,000 m2 of wet defected tiles<br />

which were set on sales to distribute.<br />

The flood made the company’s<br />

target sales growth of 15% lowered to<br />

only 11% from the first half of the year’s<br />

growth rate of more than 19%. Nevertheless,<br />

the company has managed<br />

to increase the gross profit rate from<br />

42.5% to 44.3%, which made the total<br />

revenue 18% higher, or equal to 1,175<br />

million Baht.<br />

Quarterly Sales Performance by Region


Market Share<br />

41<br />

RCI, 10%<br />

TGCI, 17%<br />

UMI, 21%<br />

DCC, 53%<br />

DCC<br />

UMI<br />

TGCI<br />

RCI<br />

Generally, the tile market condition has been<br />

growing really well in the fourth quarter of 2009, and this<br />

trend is carried on to the second quarter of 2010. The<br />

main factors were the gradually-increasing price of crops<br />

and the overall of Thailand’s economic which has been<br />

extending. People had more liquidity, less unemployment<br />

problems which we could see that Thai labors become<br />

rarer and rarer. The overall of Thailand’s tile market of 2011<br />

has 9% higher in selling quantity; most of them have rose<br />

in the first half of the year and slowed down in the second<br />

half. For the company, there has been about 2% higher<br />

in growth than the market itself, which shows that the<br />

company has taken more market share.<br />

The chart above shows the market share of each<br />

public company in the Stock Exchange of Thailand. This<br />

shows that the company has held 53% of market share, but,<br />

actually, there are 7 tile producers in Thailand, the other 3<br />

companies are not in SET. Considering this fact, <strong>Dynasty</strong><br />

has about 32% of market share, and 40% if we consider only<br />

domestic market of all 7 producers because <strong>Dynasty</strong> has only 4%<br />

market share in the tile export due to the high domestic demand<br />

and better gross profit rate, the company then keeps focusing on<br />

domestic market.<br />

The company increased the production capacity to two<br />

kilns and improved the efficiency of one kiln in 2010 to produce<br />

more and to have enough products to response to the increasing<br />

demand. The increased capacity also reduces manufacturing<br />

cost because of the Economy of Scales. This also allows the<br />

company to make more profit and have more potential in higher<br />

competition.<br />

As for the yearly selling price, the competitors have also<br />

lowered the prices; especially in the second half of the year, but<br />

the company has emphasized mostly on activities concerning<br />

sales promotion, which permitted the company to gain 4 Baht/m2<br />

in profit more than last year.


42<br />

Plans<br />

and Strategies in 2011


43<br />

In 2011, we have predicted that costs will<br />

increase; especially in energy. So the company will focus<br />

on developing to fix the cost, to increase the potential<br />

of all selling points and the value-added to the products<br />

by considering the gross profit as the priority. The overall<br />

targets are:<br />

• Maintaining the gross profit to be from 44% to<br />

45%<br />

• The sales growth rate of 10% from 2010<br />

• Opening 10-15 more branches by 2011<br />

• Increasing the production capacity to 2 kilns<br />

• Decreasing waste to be lower than 1%<br />

Because of the quiet condition of market in the<br />

second half of 2010 due to the flood in many provinces,<br />

constructions had to be slowed down in many areas. The<br />

manufacturers, then, had to lower the prices, although,<br />

the other costs; especially the energy cost, will start to<br />

increase in 2011.<br />

As for <strong>Dynasty</strong>, we slowed down the 2 projects<br />

concerning the new kilns; one of them was opened in<br />

January 2011. This new kiln can manufacture about<br />

250,000 m2 per month. The company will start using<br />

the second kiln in July 2011; this has taken the<br />

investment of about 280 million Baht and will have capacity to<br />

manufacture about 285,000 m2 per month. After using<br />

both kilns, the company will be able to take advantage<br />

from Economy of Scales and lower the production costs.<br />

For the sales growth rate, the company has<br />

targeted at 10%, less than the last year’s target because<br />

the company had the sales of 6.5 billion which is pretty<br />

high and this year’s house repairs and house construction<br />

are still affected by last year’s floods. Most of people<br />

encountered the flood still have to wait for their own<br />

revenue from their next manufacture to repair their places.<br />

The company has evaluated that the overall market will<br />

grow up about 6%-7%, but the reason why we have<br />

targeted higher is to gain more market share.<br />

The company has projected to maintain the gross<br />

profit rate to be from 44% to 45%. The methods to be<br />

carried out depend on both cost and marketing elements.<br />

Marketing<br />

• The current market trend is bigger tile. The<br />

company’s kilns can change the size of the tiles on demand.<br />

Moreover, the bigger tiles will allow the company to raise the<br />

average selling price per m2 as well as higher gross profit.<br />

• The opening of new 10-15 branches will increase<br />

the company’s channels and take more market share in the<br />

same time.<br />

• The policy of targeting on the constructors as a<br />

target market which will have the subscription for this special<br />

group of customers will stimulate continuing of purchases.<br />

Cost<br />

Since the company has predicted that the energy cost;<br />

especially the natural gas which is the main composition in<br />

manufacturing, as well as the cost of the chemicals, affected by<br />

the rising gas price, will increase. The company has policies to<br />

control the cost as below.<br />

• Increasing the production capacity which will make<br />

the company take advantage of the Economy of Scale to reduce<br />

the production cost<br />

• Research and development in the tile’s compositions<br />

to lower the temperature in the incineration which will result in<br />

less usage of the natural gas<br />

• Research and development in the tile color’s compositions<br />

and other chemicals to find cheaper substitute<br />

• Creating new technology to reduce the use of chemicals<br />

• Decreasing waste from last year’s 1.13% to be lower<br />

than 1%<br />

Considering the fact that we have to be qualified for<br />

many countries’ industrial standards, the cost control mentioned<br />

above will be employed with the primary concerns of the tile’s<br />

quality. If any policy reduces the tile’s quality, the company will<br />

not bring them into action.<br />

Transportation<br />

The Company has also planned to improve transportation<br />

system by using bigger trucks, and routing in considering<br />

the shortest and cheapest distance, which will be able to control<br />

the company’s transportation cost in a way.


Risk Factors<br />

The company had the executive committee evaluated the<br />

business risks and set the measures to manage the possible risks<br />

as followed.<br />

1 Risks from the natural disasters<br />

Due to Thailand’s climate changes in the recent years, the<br />

first half of the year was in drought, and there were floods in the<br />

second half. This made the agricultural products and crops have<br />

variation. So, the company set the policy to expand the market to<br />

reduce the risks from the natural disasters as well as to protect the<br />

company’s assets of every branch.<br />

45<br />

2 Risks from the energy cost<br />

The fluctuation of natural gas, which is the<br />

main fuel of the ceramic tiles’ manufacture, depending<br />

on the fuel oil’s and the world gas’ prices makes<br />

the production cost change from the company’s<br />

prediction. However, the company has policy to<br />

improve the manufacturing process; the raw materials<br />

in particular, to gradually reduce the energy cost, the<br />

quantity of the natural gas and the electricity used.<br />

3 Risks from the imported tiles<br />

In 2009, the tiles imported from China were<br />

worth more than 1.5 billion Baht, and in 2010, they<br />

were worth more than 3.7 billion Baht. The expansion<br />

was caused by the real estate companies which have<br />

doubled the condominium constructions in the city.<br />

This made the city’s tile market risky. The company<br />

has planned to sell 2 more styles of ceramic tiles.<br />

• Manufacturing cut-edge tiles which are like<br />

the imported tiles or granito which can be tiled close<br />

to each other, but, due to the high manufacturing cost,<br />

the company has to, keep developing to reach the<br />

desirably low cost first.<br />

• Manufacturing bigger tiles. In the present,<br />

there are 4 sizes of tiles, 8x8”, 8x10”, 12x12”, and<br />

16x16”, but there is demand on bigger tiles in the<br />

current market trend. The company has done<br />

researches in preparation of manufacturing 24x24”<br />

tiles, which is the same size as the imported tiles, to<br />

be better to response to the demand of the city’s tile<br />

market.<br />

4 Risks from the increasing transportation<br />

cost<br />

Since the company’s products are heavy<br />

goods; the higher transportation cost is likely. Due<br />

to the chaotic situation in Libya, the company has<br />

set policy to improve the transportation system by<br />

planning the transportation routing to have shortest,<br />

and cheapest distance, and using bigger vehicles.<br />

We expected that the policy can help control the<br />

transportation cost.


46<br />

<strong>Dynasty</strong> Ceramic PCL<br />

Produced Ceramic Floor Tiles , Gruut<br />

And Distributed all Products<br />

Organization Structure<br />

DCC Subsidiary which DCC hold 96.83% of Total Shares<br />

TILETOP INDUSTRY PCL.<br />

Produced CeramicFloor & Wall Tiles<br />

Sold To DYNASTY PCL.<br />

Purchased Sanitary ware<br />

and other related Products<br />

from local factory for Sales<br />

Sold to<br />

FACTORY OUTLETS<br />

Wholesales-local<br />

EXPORT<br />

Muang Thong Ceramic<br />

DCC HOLD 99.98 %<br />

PICK & PAY CO.LTD<br />

DCC HOLD 97.99 %<br />

WORLD WIDE CERAMIC CO.LTD<br />

DCC HOLD 99.93 %


47<br />

Financial Hilight<br />

(Consolidated Income Statement)<br />

2553<br />

2552<br />

2551<br />

2550<br />

2549<br />

2010<br />

2009<br />

2008<br />

2007<br />

2006<br />

Total Revenues<br />

6,531<br />

5,905<br />

5,095<br />

4,475<br />

4,460<br />

Net Sales<br />

6,513<br />

5,884<br />

5,089<br />

4,458<br />

4,452<br />

Gross Profit<br />

2,883<br />

2,500<br />

1,964<br />

1,716<br />

1,623<br />

%Gross Profit)<br />

44.3<br />

42.5<br />

38.6<br />

38.5<br />

36.5<br />

Selling & Admin. Expenses<br />

(1,206)<br />

(1,081)<br />

(984)<br />

(800)<br />

(746)<br />

Net Profit Before Interest & Depreciation<br />

1,988<br />

1,705<br />

1,280<br />

1,284<br />

1,252<br />

Net Profit<br />

1,175<br />

994<br />

664<br />

543<br />

567<br />

Consolidated Balance Sheet<br />

Total Assets<br />

3,715<br />

3,632<br />

3,893<br />

4,054<br />

4,349<br />

Total Liabilities<br />

989<br />

922<br />

1,443<br />

1,777<br />

2,306<br />

Total Shareholders' Equity<br />

2,726<br />

2,710<br />

2,449<br />

2,228<br />

2,044<br />

Financial Ratio<br />

Earning Per Share - Baht<br />

2.88<br />

2.44<br />

1.63<br />

1.33<br />

1.39<br />

Net Profit / Total Revenues - %<br />

17.99<br />

16.83<br />

13.03<br />

12.13<br />

12.71<br />

Debt Equity Ratio<br />

0.36<br />

0.34<br />

0.59<br />

0.80<br />

1.13<br />

(Return on Total Assets - %<br />

31.63<br />

27.37<br />

17.06<br />

13.39<br />

13.04<br />

Return on Equity - %<br />

43.10<br />

36.68<br />

27.11<br />

24.37<br />

27.74<br />

Booked Value - Baht<br />

6.68<br />

6.64<br />

6.00<br />

5.46<br />

5.01<br />

Dividend Per Share - Baht<br />

2.88<br />

2.08<br />

1.25<br />

1.00<br />

0.97<br />

Dividend Yield - %<br />

100<br />

85<br />

77<br />

75<br />

70


48<br />

Shareholding Structure<br />

Securities of <strong>Dynasty</strong> Ceramic Public Co. Ltd. Consist of;<br />

• Registered, issued and paid-up capital comprising 408 million shares<br />

• Par value of 1 Baht per share, representing a total value of 408 million Baht.<br />

• No debentures or warrants have been issued whatsoever.<br />

• No obligations with regard to the issue of future securities to Thai Trust Fund<br />

• No Major Shareholding Agreement on any company’s business<br />

As of 31 December 2010, the Company’s investments in ordinary shares of subsidiaries are as follows:<br />

1. Investment in ordinary shares of Tile Top Industry PCL, which under the Cost method at 109.5 million baht.<br />

The Company holds an equity stake of 96.83 % in this subsidiary.<br />

2. Investment in ordinary shares of Pick and Pay Co. Ltd., which under the Cost method at 12.5 million baht. The<br />

Company holds an equity stake of 97.99% in this subsidiary.<br />

3. Investment in ordinary shares of Muangthong Ceramic Co. Ltd., which under the Cost method at 4.8 million<br />

baht. The Company holds an equity stake of 99.98 % in this business.<br />

4. Investment in ordinary shares of Worldwide Ceramic Co. Ltd., which under the Cost method at 1.1 million baht.<br />

The Company holds an equity stake of 99.93 % in this firm.<br />

There are four subsidiaries as follows:<br />

1. Tile Top Industry PCL has registered capital of 300 million baht. Issued and paid-up capital as of 31 December,<br />

2010 comprised 22.2 million shares with a par value of 10 baht per share,amounting to 222 million baht in total. Tile Top<br />

Industry PLC has no subsidiary or affiliated company in which it has shareholdings or investments.<br />

2. Pick and Pay Co. Ltd. has registered capital of 12 million baht. Issued and paid-up capital as of 31 December<br />

2010 comprised 120,000 shares with a par value of 100 baht per share at 12.0 million baht. Pick and Pay Co. Ltd. has no<br />

subsidiary of affiliated company in which it has shareholdings or investments.<br />

3. Muangthong Ceramic Co. Ltd. has registered capital of 4.5 million baht. Issued and paid-up capital as of 31 December<br />

2010 comprised 45,000 shares with a par value of 100 baht per share at 4.5 million baht. Muangthong Ceramic Co. Ltd. has an<br />

equity stake in a ceramic tile retailer, Acapulco Co. Ltd., at 16.65% of registered capital, representinga value of 249,750 baht.<br />

4. Worldwide Ceramic Co. Ltd. has registered capital of 1.0 million baht. Issued and paid-up capital as of 31 December<br />

2010 comprised 10,000 shares with a par value of 100 baht per share, totaling 1 million baht. Worldwide Ceramic Co. Ltd. has<br />

no subsidiary of affiliated company in which it has shareholdings or investments.


49<br />

Shareholders<br />

Shareholders Shareholding structure (10 major shareholders) as of 31 January 2011<br />

RankingNo. Shareholder name<br />

No. of Share<br />

1 Mr. Roongroj Saengsastra<br />

100,000,000<br />

2 Mr. Vibul Vadcharasurang<br />

34,811,010<br />

3 THAI NVDR CO.,LTD<br />

21,730,000<br />

4 NORTRUST NOMINEES LTD<br />

20,263,800<br />

5 Mr. Monrak Saengsastra<br />

20,000,000<br />

6 Mr. Marut Saengsastra<br />

20,000,000<br />

7 Mr. Chaiyasith Viriyamettakul<br />

17,545,000<br />

8 Mr. Suvit Smarnphanchai<br />

12,892,000<br />

9 Miss Cattleya Saengsastra<br />

11,000,000<br />

10 AMERICAN INTERNATIONAL ASSURANCE<br />

CO., LTD - APEX<br />

6,567,000<br />

Total 10 major shareholders<br />

Total number of shares<br />

264,809,110<br />

408,000,000<br />

% of shareholding<br />

24.51 %<br />

8.53 %<br />

5.33 %<br />

4.97 %<br />

4.90 %<br />

4.90 %<br />

4.30 %<br />

3.16 %<br />

2.70 %<br />

1.61 %<br />

64.90 %<br />

100.00 %<br />

Shareholding structure of the subsidiary<br />

1. Tile Top Industry Public Co., Ltd<br />

Company/individual shareholder name<br />

1 <strong>Dynasty</strong> Ceramic Public Co., Ltd.)<br />

2 Kiatnakin Bank Public Co.,Ltd.<br />

3 Thailand Asset Management<br />

No. of shares<br />

21,495,906<br />

300,000<br />

400,000<br />

% of shareholding<br />

1 <strong>Dynasty</strong>96.83 %<br />

1.35 %<br />

1.80 %


50<br />

2. Pick and Pay Co., Ltd<br />

Company/individual shareholder name<br />

1 <strong>Dynasty</strong> Ceramic Public Co., Ltd.<br />

2 Mr. Roongroj Saengsastra<br />

3 Miss. Cattleya Saengsastra<br />

4 Mr. Monrak Saengsastra<br />

5 Mr. Jeera Tritawil<br />

3. Muangthong Ceramic Company Limited<br />

Company/individual shareholder name<br />

1 <strong>Dynasty</strong> Ceramic Public Co., Ltd.<br />

2 Mr. Roongroj Saengsastra<br />

3 Miss. Cattleya Saengsastra<br />

4 Mr. Monrak Saengsastra<br />

5 Mr. Mr. Jeera Tritawil<br />

No. of shares<br />

117,593<br />

1<br />

1<br />

1<br />

1<br />

No. of shares<br />

44,993<br />

1<br />

1<br />

1<br />

1<br />

% of shareholding<br />

97.99 %<br />

0.0 %<br />

0.0 %<br />

0.0 %<br />

0.0 %<br />

% of shareholding<br />

99.98 %<br />

0.0 %<br />

0.0 %<br />

0.0 %<br />

0.0 %<br />

4. World Wide Ceramic Co., Limited<br />

Company/individual shareholder name<br />

1 <strong>Dynasty</strong> Ceramic Public Co., Ltd.<br />

2 Mr. Roongroj Saengsastra<br />

3 Miss. Cattleya Saengsastra<br />

4 Mr. Monrak Saengsastra<br />

5 Mr. Mr. Jeera Tritawil<br />

No. of shares<br />

9,993<br />

1<br />

1<br />

1<br />

1<br />

% of shareholding<br />

99.93 %<br />

0.0 %<br />

0.0 %<br />

0.0 %<br />

0.0 %


51<br />

REMUNERATION FOR THE DIRECTORS AND MANAGEMENT<br />

The Board of Directors have transparently and precisely determined the remuneration for Directors and Managememet,<br />

by benchmarking with other companies in the same industry and other listed companies in the Stock Exchange of Thailand.<br />

The Committee has carefully considered appropriate remuneration as well as business expansion and the Company’s<br />

profit growth. Then the committee would propose the management’s remuneration plan to the Company’s Board of Directors<br />

for approval. For the Directors’ remuneration plan, the Committee would propose to the Board tofurtherpropose to the shareholders’<br />

meeting for shareholders’ approval.<br />

In 2010, the Company remunerated Directors in the following manner. Each Director received a meeting allowance of<br />

46,000 baht per meeting and the Chairman received 57,500 baht. In addition, Directors earned an allowance paid on a once<br />

yearly basis, subject to operating results: the allowance for 2010 amounted to 280,000 baht per Director.<br />

Directors also appointed as Audit Committee Directors received additional remuneration due to the increased working<br />

hours. The President and employees received remuneration in the form of a regular monthly salary and twiceyearly bonus. The<br />

provision of a bonus is dependent on profitability in each period and is approved by the Board of Directors on each occasion.<br />

Details of Meeting Allowance and Director Fee in Person for 2010 (Baht/year)<br />

DCC TILETOP Total<br />

Total Board Committee Director Board Director<br />

Name Of Board Members Meeting Meeting Fee Meeting Fee<br />

Allowance Allowance Allowance<br />

1. Mr.Roongroj Saengsastra 230,000 - 560,000 220,000 250,000 1,260,000<br />

2. Gen.Yuthasak Sasiprapha 184,000 230,000 280,000 - - 694,000<br />

3. Pol.Gen.Patcharawart Wongsuwan 184,000 184,000 280,000 180,000 250,000 1,078,000<br />

4. Mr. Surasak Kosiyajinda 184,000 184,000 280,000 - - 648,000<br />

5. Mr.ChaiyasithViriyamettakul 138,000 - 280,000 - - 418,000<br />

6. Mr.Suvit Smarnphanchai 184,000 - 280,000 - - 464,000<br />

7. Mr.Chana Suthiwangcharoen 184,000 - 560,000 180,000 250,000 1,174,000<br />

8. Mr. Sanchai Janejarat 184,000 - 560,000 180,000 250,000 1,174,000<br />

9. Mr. Yothin Juangbhanich 184,000 184,000 280,000 - - 648,000<br />

10. Miss Cattleya Saengsastra 184,000 - 560,000 180,000 250,000 1,174,000<br />

11. Miss Sontaya Yaowalee - 40,000 - - - 40,000<br />

Total 1,840,000 822,000 3,920,000 940,000 1,250,000 8,772,000<br />

Executive Board<br />

The Executive Board of <strong>Dynasty</strong> Ceramic Public Co. Ltd. comprises the Authorized Directors of the Company as follows<br />

Name-Surname<br />

1 Mr. Roongroj Saengsastra<br />

2 Mr. Sanchai Janejarat<br />

3 Mr. Chana Suthiwangcharoen<br />

4 Miss Cattleya Saengsastra<br />

Title<br />

Chairman<br />

Executive Director<br />

Executive Director<br />

Executive Director<br />

Executive Director having the title of Accounting Director or responsible for the Company’s accounting activities:<br />

1 Miss Somruethai Boonyarit Vice President-Accounting Office


52<br />

Executives’ Remuneration<br />

<strong>Dynasty</strong> Ceramic Public Co. Ltd. and Subsidiaries remunerate executives in the form of monthly salary, bonus<br />

determined by corporate operating results, provident fund and other benefits such as petrol allowances<br />

No. of Executives<br />

Monthly salary/bonus/provident<br />

Company of 31 Dec fund/benefits(Million Baht)<br />

2010 2009 2010 2009<br />

<strong>Dynasty</strong> Ceramic PCL 8 6 22.46 18.34<br />

Tile Top Industry PCL 4 3 6.16 5.36<br />

Pick and Pay Co. Ltd. 1 - 0.16 -<br />

Muangthong Ceramic Co. Ltd 1 - 0.16 -<br />

Worldwide Ceramic Co. Ltd. - - - -<br />

Total 28.94 23.70<br />

The Company and its subsidiaries remunerated employees in the form of monthly salary, bonus, benefits, provident<br />

fund contribution and medical benefits approved by the Board of Directors. Employee remuneration in 2010, compared<br />

to 2009, is as follows<br />

Total employee remuneration Total employee remuneration Remuneration<br />

Company In 2010 (million baht) In 2009 (million baht) increase<br />

Plant/Branch HO Total Plant/Branch HO Total (decrease) %<br />

<strong>Dynasty</strong> Ceramic PCL 144.6 26.6 171.2 147.3 22.3 169.6 1 %<br />

Tile Top Industry PCL 148.9 10.5 159.4 129.2 9.7 138.9 15 %<br />

Pick and Pay Co. Ltd. 83.5 - 83.5 74.8 - 74.8 12 %<br />

Muangthong Ceramic Co. Ltd 56.3 - 56.3 54.2 - 54.2 4 %<br />

Worldwide Ceramic Co. Ltd. 29.1 - 29.1 27.6 - 27.6 5 %<br />

Total 462.4 37.1 499.5 433.1 32.0 465.1 7 %<br />

Number of employees for the Company and its subsidiaries as of 31 December, 2010, compared to a year earlier, is as follows<br />

No. of Employees No. of Employees increase<br />

Company In 2010 In 2009 (decrease)<br />

Plant/Branch HO Total Plant/Branch HO Total %<br />

<strong>Dynasty</strong> Ceramic PCL 602 91 693 620 88 708 -2 %<br />

Tile Top Industry PCL 712 16 728 697 18 715 2 %<br />

Pick and Pay Co. Ltd. 518 518 477 477 9 %<br />

Muangthong Ceramic Co. Ltd 347 347 354 354 -2 %<br />

Worldwide Ceramic Co. Ltd. 185 185 174 174 6 %<br />

Total 2,364 107 2,471 2,322 106 2,428 2 %


53<br />

Audit Fee<br />

(Quarterly Financial Statements and Annual Financial Statements)<br />

Audit Fee<br />

Proposed for 2011 Actual Fee 2010 % Increase( Decreased)<br />

Financial statements for <strong>Dynasty</strong> Ceramic PCL only 490,000 490,000 0 %<br />

<strong>Dynasty</strong> Ceramic PCL-Consolidated financial statements 200,000 200,000 0 %<br />

Tile Top Industry PCL 430,000 430,000 0 %<br />

Pick and Pay Co. Ltd. 350,000 350,000 0 %<br />

Muangthong Ceramic Co. Ltd. 300,000 300,000 0 %<br />

Worldwide Ceramic Co. Ltd. 175,000 175,000 0 %<br />

Total Audit Fee 1,945,000 1,945,000 0 %<br />

Audit Report Summary 2010 2009 2008<br />

Auditor/registration Mr.Jadesada Hungsapruek Miss. Wannisa Ngarmbuathong Mr. Pichai Dachanaphirom<br />

/3759 /6838 /2421<br />

Auditing Office Karin Audit Co. Ltd. Dharmniti Auditing Co. Ltd. Dharmniti Auditing Co. Ltd.<br />

Auditor’s opinion No conditions No conditions No conditions<br />

* For the year 2011, The Audit Committee proposed the new Auditors from Karin Audit Company to The Board of<br />

Director for approval from The Shareholders’ Meeting 1/2011<br />

* During the past year DCC and its’ Subsidiaries did not paid any non-audit fee to the Audit Firm or another auditor or<br />

related person to this audit firm.


54<br />

MANAGEMENT STRUCTURE<br />

The Management structure of the Company consists of the Board of Directors and 3 committees including the Audit<br />

Committee, the Executive Directors’ Committee, and the Management Committee, The scopes of authorities and duties of the<br />

Board of Directors and the Executives in the management of the Company are conducted in accordance with the law, objectives,<br />

articles of association of the Company, Board’s resolutions, as well as the shareholders’ meeting resolutions including<br />

compliance with the laws concerning Securities and Securities Exchange, regulations and good practices of the Office of the<br />

Securities Exchange Commission (SEC), the Stock Exchange of Thailand (SET) and relevant laws to the Company’s operation.<br />

The Company must also report of the stakeholders and related persons and disclosure of information to the shareholders and<br />

public which have established that the Directors and Executives must manage the Company with accountability, prudence and<br />

honesty for the utmost benefit of the Company. Details as followed.<br />

1.The Board of Directors<br />

As of December 31, 2010, the Board of Directors of the Company comprised of 10 Directors which can separated in 2 groups<br />

are<br />

1. Directors who are Shareholders<br />

Major Shareholders who also serve as Directors and have the authority to manage and govern <strong>Dynasty</strong> Ceramic Public<br />

Co. Ltd., as of 31 January 2011, are presented below.<br />

1. Mr. Roongroj Saengsastra Chairman 24.51 % of Share Hold<br />

2. Mr. Chaiyasith Viriyamettakul Director 4.30 % of Share Hold<br />

3. Mr. Suvit Smarnphanchai Director 3.16 % of Share Hold<br />

4. Miss Cattleya Saengsastra Director & Secretary 2.70 % of Share Hold<br />

5. Mr. Sanchai Janejarat President 0.08 % of Share Hold<br />

2. Directors who are not the Shareholders<br />

Directors with controlling authority and serving as Directors in the Company are shown below but having<br />

no shareholdings<br />

1. Gen.Yuthasak Sasiprapha Independent Director and Chairman of the Audit Committee<br />

2. Pol.Gen.Patcharawart Wongsuwan Independent Director and Audit Committee<br />

3. Mr. Yothin Juangbhanich Independent Director and Audit Committee<br />

4. Mr. Surasak Kosiyajinda Independent Director and Audit Committee<br />

5. Mr. Chana Suthiwangcharoen Executive Director (Marketing)<br />

Authorized Directors of the Company<br />

The names of the directors authorized to sign for the Company are: Mr. Roongroj Saengsastra, Miss Cattleya Saengsastra,<br />

Mr. Sanchai Janejarat, Mr. Chana Suthiwangcharoen,Mr. Suvit Smarnphanchai or, Mr. Chaiyasith Viriyamettakul Two out<br />

of six must sign together and affix seal of the Company


55<br />

Assignment of Management Duties to the Managing Director<br />

The Board of Directors must comply with the Laws, Company objectives and Company regulations, including resolutions<br />

of Shareholder Meetings. The board has the authority to appoint an individual to conduct operations on behalf of the Company<br />

under the control of the board of directors, or delegate authority and duties to the said person as appropriate. The Board of<br />

Directors may cancel, revoke or amend such authority.<br />

The Board of Directors has written guidelines on management and approval authority of the managing director and<br />

executives from all levels. The Company has followed these written guidelines to control operations. The Managing Director has<br />

the authority to conduct and approve transactions following the budget approved by the Board of Directors. If the transaction<br />

is a special item for which no budget has been allocated, but needs to be implemented urgently for the Company’s benefits,<br />

the Managing Director is authorized to approve a budget of not more than 10 million baht, but this must be proposed to the<br />

Board of Directors for ratification during the next meeting.<br />

Authorities and Duties of the Board of Directors<br />

1. Establish Company’s policy, objectives, business plan and budget as well as oversee the management of the Management<br />

Committee and the Management to be in accordance with the assigned policy for effectiveness and utmost benefit to<br />

the Company and the shareholders by monitoring and assessing the performance regularly.<br />

2. Establish scope of duties and responsibilities of the Committees and Management and convey the information to<br />

the related parties regularly, as well as assign the duties and responsibilities to theCommittees, individual or several Directors or<br />

other persons to perform certain matter on behalf of the Board of Directors under supervision of the Board of Directors within<br />

the time period that is deemed appropriate, of which the Board of Directors may cancel, revoke or change the authorized person<br />

or such authority when deemed appropriate.<br />

3. Establish good corporate governance according to the laws of the Securities and Securities Exchange,regulations of<br />

the Office of SEC, the SET or laws which are related to the Company’s business.<br />

4. Establish appropriate and sufficient internal control system, internal audit and risk management system, as well as<br />

regular monitoring of these matters by having the Committees reporting their operating results every quarter to the Audit Committee<br />

and Board of Directors.<br />

5. Establish and arrange for the Board of Directors’ Meeting and Shareholders’ Meeting, including regular preparation of<br />

the financial statements showing financial status, communication and disclosure of Company’s information to the related parties<br />

as follows<br />

5.1 Arrange the Board of Directors’ Meeting for at least once every 3 months and convene the extraordinary<br />

meetings as necessary. The Company held 4 Board of Directors’ Meetings in 2010.<br />

5.2 Arrange to prepare the Company’s balance sheets and statements of income at end of financial<br />

period of the Company that have been reviewed by the Audit Committee and external auditor and propose to<br />

the Board or Directors and Shareholders’ Meeting for consideration.<br />

5.3 Arrange for the Annual General Meeting of Shareholders within 4 months from the end of the financial<br />

period of the Company.<br />

6. Promote that the employees at all levels to be aware of the code of conduct and ethics by realizing the importance<br />

of the internal control and internal audit system in order to reduce risk from fraudulent and improper use of authority, as well as<br />

preventing illegal activities relating to the business of the Company.


56<br />

Company Secretary<br />

The Board of Directors Meeting No.3/1998 resolved to appoint Ms. Cattleya Saengsastra to be the Company’s secretary<br />

from February 23,1998 and determine following scopes of responsibilities that the secretary must perform responsibly,<br />

prudently and honestly:<br />

1. Arrange shareholders and Board of Directors’ meetings to be in compliance with the Company’s rules and regulations<br />

and regulations of relevant regulatory agencies.<br />

2. Make meeting minutes of the shareholders and Board of Directors’ meetings and follow up the operation result according<br />

to the shareholders and Board of Directors’ resolutions.<br />

3. Ensure that the information disclosures are in compliance with rules and regulation of the SET and the Office of the<br />

SEC.<br />

4. Prepare and keep following documents<br />

(A) Director’s registration<br />

(B) Board’s meeting invitation and meeting minutes<br />

(C) Shareholders’ meeting invitation and meeting minutes<br />

(D) The Company’s Annual Report.<br />

5. Store connected transaction reports that Directors and managements report to the Company.<br />

6. Give preliminary advice to the Board concerning rules and regulations of the Company and ensure that the practices<br />

are in compliance with those regulations. The secretary must report any significant changes to the Directors.<br />

7. Oversee Board of Directors’ activities and other issues according to the laws or as assigned by the Board of Directors<br />

or by the securities exchange regulators.The secretary has prepared initial report concerning the Company’s secretary /<br />

document storage (Form 89/15-1) to the SET and the Office of SEC and post information on the Company’s website.<br />

Occasion of Position Holding<br />

In every Annual General Meeting, one third of the Board of director has to resign from the position. Those directors resiging<br />

in the first year and the second year after the company’s registration should draw lots in order to find out who will resign.<br />

For tje following year, the director who has been holding the position for the longest period of time should resign himself.<br />

for those resigned directors, they have right to be appointed again according to the consideration of the shareholders.<br />

The position leaving happens in 2 cases; the director’s own reason like death or a willing resignation, and dismissal<br />

by the shareholder’s resolutions of not less than 3 out of 4 of the shareholder attending the meeting and voting, and have<br />

the total of more than half of the share held by all of the shareholders having right to vote. The director recruitment is perforemed<br />

by electing competent people from various occupations wtih leadership, far-vision, ethical mind, no disgrace in working, and<br />

capability to comment independently.


57<br />

Board of Directors’ Meetings<br />

The Company states that a Board of Directors’ meeting shall be held once every three months. An invitation letter<br />

stating a clear agenda is sent to every Director in advance according to the Company’s Articles of Association. Majority votes<br />

shall be employed for the resolutions of the meeting and if a resolution is objected to by any Director, it shall berecorded in the<br />

minutes of the meeting which are kept at the Company<br />

The Attendance of Directors in The Board of Director’s Meetings (Times)<br />

DCC TILE TOP Shareholders<br />

Board Committee Audit Committee Board Committe Meeting for Year<br />

Name Of Board Members 10 members 4 members 5 members 2010<br />

Total 4 times Total 4 times Total 4 times 10 members<br />

On 27/04/2010<br />

1. Mr. Roongroj Saengsastra 4/4 4/4 1<br />

2. Gen.Yuthasak Sasiprapha 4/4 4/4 1<br />

3. Pol.Gen.Patcharawart Wongsuwan 4/4 4/4 4/4 1<br />

4. Mr. Surasak Kosiyajinda 4/4 4/4 1<br />

5. Mr. Chaiyasith Viriyamettakul 3/4 1<br />

6. Mr. Suvit Smarnphanchai 4/4 1<br />

7. Mr. Chana Suthiwangcharoen 4/4 4/4 1<br />

8. Mr. Sanchai Janejarat 4/4 4/4 1<br />

9. Mr. Yothin Juangbhanich 4/4 4/4 1<br />

10. Miss Cattleya Saengsastra 4/4 4/4 1<br />

2. The Committees<br />

The Board of Directors has established the following 3 Committees<br />

2.1 The Audit Committee<br />

The Board of Directors’ meeting no.88(1/2009), dated Tuesday 28 April, 2009, resolved to re-appoint the Audit<br />

Committee Members who would be retired by rotation to resume existing position for another 3 years from April 28, 2009.<br />

consist of<br />

1. General Yuthasak Sasiprapa Chairman of Audit Committee<br />

2. Pol.General Patcharawat Wongsuwan Audit Committee<br />

3. Mr. Surasak Kosiyajinda Audit Committee<br />

4. Mr. Yothin Juangphanich Audit Committee<br />

5. Miss Sonthaya Yaowalee Secretary of Audit Committee<br />

The Board also resolved to use new rules issued by the Audit Committee to ensure strict and transparent operation


58<br />

Qualifications of the Audit Committee<br />

According to the Audit Committee’s regulation, the Audit Committee Members must be truly independent compliance<br />

with Securities and Exchange laws, regulations of the Stock Exchange of Thailand, and other relevant laws including Securities<br />

and Exchange acts as follow<br />

(A) Not holding more than 1 (one) percent of the paid-up capital of the Company, subsidiaries, affiliates, or any related<br />

juristic persons, also including the shareholding by related persons.<br />

(B) Is not or was not Executive Directors, workers, employees or consultant with regular fee paid from the Company,<br />

subsidiaries, affiliates, associated companies or juristic persons that may have conflict of interest, unless such tenure was over<br />

at least 2 years prior to the appointment.<br />

(C) Is not related or a relative, either via family tie or legally related, such as in form of parents, spouse,siblings, children,<br />

as well as spouses of children, executives, major shareholders, authorized directors or the person who will be proposed<br />

to become executive or authorized director of the Company or subsidiaries.<br />

(D) Never have business relationship with the Company, subsidiaries, affiliates or juristic persons that may have conflict<br />

of interest in the manner that could interfere independent judgment. The Audit Committee Member must not or never be major<br />

shareholders, Director other than Independent Director, or managements, or related persons with the Company, subsidiaries,<br />

affiliates or juristic persons that may have conflict of interest, unless such tenure was over at least 2 years prior to the appointment.The<br />

business relationship according to paragraph 1 include the normal trade transaction concerning property or real<br />

estate leasing, service, financial service including lending, guarantee, collateralize, or other similar practice which could result in<br />

the Company or contract party having obligation to another party with value exceeding 3% of total net tangible assets or more<br />

than Baht 20 million, which ever amount is lower. The liability calculation can be calculated according to the connect transaction<br />

value according to the announcement from the Board of the SET concerning information disclosure of the listed company. The<br />

obligation shall include debts that occur within one year prior to the date that has business relationship with the same person.<br />

(E) Is not or was not the external auditor of the Company, subsidiaries, affiliates or juristic persons that may have conflict<br />

of interest. The Audit Committee Member must not be major shareholders, Director other than In dependent Director, or<br />

managements of the audit company that work for the Company,subsidiaries, affiliates or juristic persons that may have conflict<br />

of interest, unless such tenure was over at least 2 years prior to the appointment.<br />

The Company has a strict policy to search for Audit Committee Member that possesses knowledge, capability and<br />

qualifications as announced by the SEC and the Stock Exchange of Thailand. The Company must have the Audit Committee<br />

Members of not less than one-third of the total number of Directors of the Company and comprise of at least 3 Audit Committee<br />

Members of which one of them must possess the knowledge in accounting and finance and must be appointed by the<br />

Board of Directors or the Shareholders.During 2010, the Audit Committee held 4 meetings.<br />

Scope of duties and responsibilities of the Audit Committee<br />

The Board of Directors No.4/2008 on October 28, 2008 has already approved the Audit Committee Charter to amend<br />

in line with Notification of the Stock Exchange of Thailand (Re: Qualifications and Scope of Work of the Audit Committee, 2008<br />

: June 9,2008).The new Scope of duties and responsibilities of the Audit Committee are as follow<br />

1. Reviewed the accuracy and completeness of financial statements<br />

2. Reviewed the adequate and effectiveness of the Internal Control System and the Internal Audit Systems. Also reviewed<br />

the independence of the Internal auditor and considered the nomination and appointment or rotation of the Internal<br />

auditor and related party.<br />

3. Reviewed the compliance with Securities and Exchange laws, regulations of the Stock Exchange of Thailand, and<br />

other relevant laws including Securities and Exchange acts.


59<br />

4. Considered the independence, performance and services of the external auditor,nomination and appointment of the<br />

external auditor and reviewed the annual audit fee including settled at lease 1 a year private meeting with the External Auditor<br />

without management from the Company.<br />

5. Reviewed connected transactions executed by the Company with related parties who were considered as having a<br />

conflict of interest, and reviewed the sufficiency of the disclosure of these transactions in accordance with the requirements of<br />

the Stock Exchange of Thailand.<br />

6. Prepare Report of the Audit Committee by disclosing in the Company’s annual disclosure form (Form 56-1)and Annual<br />

Report (Form 56-2), whereas the report must be signed by the Chairman of the Audit Committee and include the following<br />

information<br />

(A) The opinion of the Committee on the financial reports of the Company for their correctness,completeness<br />

and reliability.<br />

(B) The opinion of the Committee on the sufficiency of internal controls of the Company.<br />

(C) The opinion of the Committee as to the Company’s abiding by the laws and regulations of the Securities,<br />

the Office of the SEC and the SET, and other relevant laws concerning business operations of the Company.<br />

(D) The opinion of the Committee concerning suitability of the external auditor.<br />

(E) The opinion of the Committee concerning connected transaction.<br />

(G) The opinion or comment that the Committee receives from complying with the Charter.<br />

(H) The presentation of any other reports or pertinent information that is deemed appropriate for shareholders<br />

to know within the scope of duties and responsibilities as assigned to the Committee by the Board of Directors.<br />

7. Any other responsibilities assigned by the Board of Directors with the consent from the Audit Committee.<br />

2.2 Executive Board The Company has 4 Executive Directors as follows<br />

1. Mr. Roonroj Saengsastra (Chairman)<br />

2. Mr. Sanchai Janejarat (President)<br />

3. Mr. Chana Suthiwangcharoen (Executive Director -Marketing)<br />

4. Ms. Cattleya Saengsastra (Executive Director and Company’s Secretary)<br />

Scope and Authority of Executive Board<br />

1.Authorised to order, plan and implement operations of the Company in accordance with the policies established by<br />

the Board.<br />

2.Establish operational strategies for the Company’s group<br />

3.Formulate plans and directions concerning investment and fund raising in accordance with the Company’s and Subsidiaries’<br />

policies before proposing them to the Board of Directors for approval.<br />

4.Determine the salary rate, appoint, dismiss, fire, reward, and award raises as well as bonus to staff.<br />

5.Has the authority to determine staff welfare in line with the situation, tradition and law.<br />

6.Has the authority to approve investment, sales and purchases of fixed assets of the Company and Subsidiaries,<br />

procurement, application for loans, provision of loans, entry into contracts, and legal transactions in relation to normal business<br />

and trade and in accordance with the Company’s objectives, under a budget approved by the Board of Directors and within<br />

the operating authority of the Company. In case the items represent conflicts of interest with the Company or the subsidiaries,<br />

the Executive Board must present such items to the meeting of the Board and/or the meeting of Shareholders (as applicable)<br />

for approval of the items in accordance with the Company’s Articles of Association or relevant laws.


60<br />

Certification of Accuracy of Information by the Executive Board<br />

The Executive Board reviews the annual information disclosure form as Executive Directors of the Company or as Top<br />

Accounting Executive by certifying that the information disclosed is complete and accurate and does not mislead or lacks important<br />

contents that should be disclosed, as follows:<br />

1.Financial statements and financial information presented in the annual information disclosure form comprise complete<br />

and correct data on financial status, operating results and cash flows of the Company and Subsidiaries.<br />

2.Responsible for arranging an adequate information disclosure system for the Company to ensure that the Company<br />

discloses complete and accurate information of a significant nature of the Company and its subsidiaries, including overseeing<br />

that the system is followed.<br />

3.Responsible for arranging an effective internal control system for the Company and overseeing that the system is followed,<br />

which includes system weaknesses and major changes as well as illegal actions that may affect the preparation of the<br />

financial reports of the Company and its subsidiaries.<br />

2.3. Management Team<br />

The Company’s Management is appointed by the Managing Director and assigned to oversee performance defers to<br />

the plans and budget approved by the Board of Directors.<br />

Over the past year, the Company’s Management held monthly meetings to consider and screen monthly reports of<br />

operating results compared to the business plans and policies established by the Executive Board. It is also responsible for<br />

monitoring the operations of each department and suggesting measures for prevention of potential risks.<br />

1. Mr. Sanchai Janecharat President (Chairman)<br />

2. Mr. Chana Suttiwangcharoen Executive Director (Marketing)<br />

3. Miss.Sontaya Yaowalee Executive Director (outlets)<br />

4. Mr. Sutee Boonnag Assistant Managing - Technical<br />

5. Mr. Monrak Saengsastra Assistant Managing - Factory Management and Operation<br />

6. Mr.Jaruwat Tritawil Assistant Managing - Production<br />

7. Mr.Chavalit Pidthong Vice President - Production (DCC Factory)<br />

8. Mr Arun Natchayangkoon Vice President - Factory Management<br />

9. Mr. Somnuek Suriyakul Vice President - Engineering DCC/TTOP<br />

10. Mr.Marut Saengsastra Director of Information System Technology,<br />

and Investor Relations<br />

11. Mr.Jarujate Tritawil Vice President - Marketing<br />

12. Miss Porntip Pengtako Vice President - Subsidiary’s Accounting<br />

13. Miss Anchalee Pongkunakorn Purchasing Manager<br />

14. Miss Somruethai Boonyarit Vice President - Accounting Office<br />

(Secretary of Management Committee)


61<br />

List of Directors of whom also serve as Directors in the Subsidiary Company as<br />

at Jan 31,2011<br />

Positon in<br />

Name Of Board Members Age <strong>Dynasty</strong> Ceramic PCL. Tiletop Industry PCL. 3 Subsidiaries<br />

1. Mr.Roongroj Saengsastra 61 Chairman Chairman Chairman<br />

2. Gen.Yuthasak Sasiprapha 74 Independent Director - -<br />

& Chairman of Audit Committee<br />

3. Pol.Gen.Patcharawart Wongsuwan 61 Independent Director & Audit Committee Director -<br />

4. Mr. Surasak Kosiyajinda 68 Independent Director & Audit Committee - -<br />

5. Mr. Yothin Juangbhanich 62 Independent Director & Audit Committee - -<br />

6. Mr. Sanchai Janejarat 61 President Managing Director Director<br />

7. Mr. Chaiyasith Viriyamettakul 61 Director - -<br />

8. Mr. Suvit Smarnphanchai 62 Director - -<br />

9. Mr.Chana Suthiwangcharoen 63 Director Director Director<br />

10. Miss Cattleya Saengsastra 63 Executive Director & Director Director<br />

Company’s Secretary


62<br />

Subsidiaries<br />

There are four subsidiaries which were controled by Parent’s Company as follows<br />

1. Tile Top Industry Public Co. Ltd.<br />

a subsidiary in which <strong>Dynasty</strong> Ceramic Public Co. Ltd. has a 96.83% equity stake. List of Directors of whom also serve<br />

as Directors in this Subsidiary are:<br />

1.1 Mr. Roonroj Saengsastra Chairman<br />

1.2 Mr. Sanchai Janejarat President<br />

1.3 Mr. Chana Suthiwangcharoen Executive Director - Marketing<br />

1.4 Pol.Gen.Patcharawart Wongsuwan Director<br />

1.5 Ms. Cattleya Saengsastra Executive Director and Company’s Secretary<br />

2.Pick and Pay Co. Ltd.<br />

a subsidiary in which <strong>Dynasty</strong> Ceramic Public Co. Ltd. has a 97.99 % equity stake. List of Directors of whom also serve<br />

as Directors in this Subsidiary are<br />

2.1 Mr. Roonroj Saengsastra Chairman<br />

2.2 Mr. Sanchai Janejarat Director<br />

2.3 Mr. Chana Suthiwangcharoen Director<br />

2.4 Ms. Cattleya Saengsastra Director<br />

3. Muang Thong Ceramic Co. Ltd.<br />

a subsidiary in which <strong>Dynasty</strong> Ceramic Public Co. Ltd. has a 99.98 % equity stake. List of Directors of whom also serve<br />

as Directors in this Subsidiary are<br />

3.1 Mr. Roonroj Saengsastra Chairman<br />

3.2 Mr. Sanchai Janejarat Director<br />

3.3 Mr. Chana Suthiwangcharoen Director<br />

3.4 Ms. Cattleya Saengsastra Director<br />

4 .World Wide Ceramic Co. Ltd.<br />

a subsidiary in which <strong>Dynasty</strong> Ceramic Public Co. Ltd. has a 99.93 % equity stake. List of Directors of whom also serve<br />

as Directors in this Subsidiary are:<br />

4.1 Mr. Roonroj Saengsastra Chairman<br />

4.2 Mr. Sanchai Janejarat Director<br />

4.3 Mr. Chana Suthiwangcharoen Director<br />

4.4 Ms. Cattleya Saengsastra Director


63<br />

CORPORATE GOVERNANCE<br />

1. Corporate Governance Policies The Board of Directors values good corporate governance and has assigned<br />

management to issue a manual of good corporate governance principles since 2003; a revised version was issued on 27 October,<br />

2006. Employees and all concerned have been informed about specific principles and asked to follow them accordingly.<br />

Corporate governance focuses on business ethics and governance to ensure that the Company’s operations comply with business<br />

laws, Articles of Association and meetings’ resolutions as well as principles issued by the Securities and Exchange Commission<br />

and the Stock Exchange of Thailand. The Board of Directors has utilized its knowledge and experience to ensure that<br />

management follows the corporate vision and business strategies and goals as well as the effective use of corporate budgets.<br />

The Board of Directors and Management Executives are in charge of corporate operations. Authority in relation to corporate<br />

operations is established in the Company’s rules and regulations. The President meets with department executives every month<br />

to screen the Company’s operations, review plans and follow the progress of tasks in accordance with resolutions of the Board<br />

of Directors’ meeting. Corporate governance and management in its subsidiaries is implemented through the Company’s personnel,<br />

acting as Directors in the said subsidiaries. The management authority of the Company depends on the number of Directors<br />

and the Articles of Associations of the subsidiaries. The management policies of the subsidiaries are independent and are based<br />

on industrial competition<br />

2. Environmental and social responsibility The Company has a budget for environmental conservation, both<br />

within the factories and in adjacent areas as fellow<br />

2.1 No waste water or any waste materials flowed out from factory by implemented a waste water disposal<br />

system. Waste water can be recycled for the manufacturing process to help maintain the quality of the<br />

surrounding environment and community.<br />

2.2 Improvement manufacturing process by using wet process in raw material crushing instead of dry crushing<br />

also had installed a dust collector at the factory.<br />

2.3 Minimized power consumption from natural gas and electricity which occurred from burning in process.<br />

The Company has been modify the machine so they can reused heat from manufacturing process ,that<br />

made the consumption cost of natural gas reduced 21% and power supply decreased 18% during the<br />

past 5 years.<br />

3. Rights of Shareholders The Company has established the protection for the rights of shareholders and encourage<br />

the shareholders to exercise their basic rights as stipulated by the laws such as the rights to share the profit of the Company;<br />

to obtain relevant and adequate information of the Company<br />

The Company also recognizes the importance of the shareholders’ meeting by sends an invitation letter to shareholders<br />

in advance not less than 7 days, according to the Annual General Shareholders’ Meeting (AGM Checklist), which established<br />

by the Office of the Securities Exchange Commission and the Stock Exchange of Thailand.The shareholders can freely express<br />

their opinions and raise questions at the shareholders’ meeting as well as vote in the manner they wish.<br />

In addition, the Company sends a proxy form with the invitation letter, so that the shareholders can assign someone<br />

to attend the meeting and vote on their behalf in case they cannot attend the meeting, as well as the Company’s Articles of<br />

Association related to the Shareholders’ meeting.<br />

The Company has set up its website in order to provide important information and news such as financial reports, annual<br />

and quarterly operating results, annual report. As for the invitation to the shareholders’ meeting, the same information as<br />

the documents that must be forwarded to the shareholders are disseminated on the Company’s website at least 30 days before<br />

the date of the meeting


64<br />

Moreover, the Company allows the shareholders to propose a list of nominees for Directors and additional agendas<br />

in advance. The shareholders can also access information on each meeting’s agenda in advance and view each Shareholder’s<br />

Meeting’s minutes on the Company’s website.<br />

4. Insider Information Measures The Company has established the following policies which prohibit the directors,<br />

executives and employees of the Company for seeking personal gain from the Company.<br />

4.1 The directors, executives and employees of the Company are prohibited from operating in similar type of<br />

business or business that is in competition with Company.<br />

4.2 The directors, executives and employees of the Company are to avoid making transactions that are<br />

connected and may have conflict of interest with the Company. If it is necessary to carry out such transaction<br />

for the Company’s benefit or the connected transaction cannot be avoided, the directors, executives and<br />

employees of the Company, the person with interest in the transaction must prepare memorandum for<br />

acknowledgement by the board of directors according to the chain of command. Furthermore, directors,<br />

executives or employees having an interest in a transaction must not be involved in its approval process and<br />

must conduct it as if it is a transaction done with a third party.<br />

4.3 Must not use inside information for personal benefit in dealing in the shares of the Company or give inside<br />

information to the third party for benefit in dealing in the shares of the Company, including not taking<br />

opportunity or using inside information of the Company to seek personal benefit or for conducting business<br />

or other activities in competition with the Company or related business.<br />

5. Roles of Stakeholders The Company has prepared guidelines for business ethics, covering the role and duties of<br />

Executives and management in the Company’s manual of good corporate governance principles, the code of Ethics in Conflict<br />

of Interest Matter<br />

5.1 Ethics in Conflict of Interest : The Company has established the policies that the directors, executives<br />

and employees of the Company are prohibited from operating in similar type of business or business that is<br />

in competition with Company. If it is necessary to carry out such transaction for the Company’s benefit or<br />

the connected transaction cannot be avoided, the directors, executives and employees of the Company,the<br />

person with interest in the transaction must prepare memorandum for acknowledgement by the board of<br />

directors according to the chain of command. Furthermore, directors, executives or employees having an<br />

interest in a transaction must not be involved in its approval process and must conduct it as if it is a<br />

transaction done with a third party. The directors, executives and employees of the CompanyThe Company<br />

has policy to conduct its business with integrity, honesty, and ethics and intends to do its best to develop<br />

its business, must not use inside information for personal benefit in giving inside information to the third<br />

party for benefit in taking opportunity or using inside information of the Company to seek personal benefit or<br />

for conducting business or other activities in competition with the Company or related business.<br />

5.2 Business Ethics : The Company has prepared guidelines for business ethics, covering the role and<br />

duties of Executives and management, ethics in relation to shareholders, customers, competitors and<br />

employee ethics. These ethical and integrity issues have been clearly specified by the Company.<br />

In the Company’s manual of good corporate governance principles, the code of ethics for the Board of<br />

Directors is stated as follows:<br />

5.2.1 Comply with the Laws, Company objectives and Company regulations, including resolutions of<br />

Shareholder Meetings.


5.2.2 Manage for the benefit of mutual stakeholders and maintain the Company’s image.<br />

5.2.3 Manage with integrity and strict neutrality.<br />

5.2.4 Have no direct or indirect share in any business with the company in which one is a director<br />

or in any business considered a competitor of the company in which one is a director, whether<br />

directly or indirectly<br />

5.2.5 Manage without conflict of interest to ensure effective and efficient management.<br />

5.2.6 Do not seek undue benefits from work, whether directly or indirectly<br />

5.2.7 Perform duties professionally and with full potential to ensure maximum benefits for the<br />

Company.<br />

5.2.8 Shall not be an entrepreneur or major shareholder or have family members as directors<br />

of shareholders in a business or trade of which nature is the same as the Company’s and is<br />

a competitor or trading partner of the Company in which one is a director, whether it is for<br />

personal or other people’s gain.<br />

5.2.9 Shall not perform any task that represents management in the Company in a manner<br />

that adversely affects the benefits of the Company in which one is a director or benefits any<br />

individual or juristic person, whether for personal or other people’s gain.<br />

5.3. Ethics toward Shareholders : The Company has policy to conduct its business with integrity, honesty,<br />

and ethics and intends to do its best to develop its business while creating valuable investment returns for<br />

the shareholders in a continuing and sustainable manner in which all shareholders are treated equitably.<br />

5.4 Ethics toward Customers : The Company realizes the importance of customer satisfaction to the<br />

Company’s success; therefore, it intends to continue conducting its business with higher efficiency and<br />

effectiveness for the utmost benefit of the customer of the Company.<br />

5.5 Ethics toward Trading Partners : The Company has policy to treat its trading partners equitably and<br />

fairly, taking into consideration the Company’s interest and on the basis of mutual benefit, avoiding circum<br />

stances that may lead to a conflict of interest, as well as making efforts to comply with all contractual<br />

obligations, providing reliable information and accurate report, conferring or negotiating for solutions to<br />

problem on the basis of business relationship.<br />

5.6 Ethics toward Business Competitors : The Company has policy to behave toward its business<br />

competitors in a way consistent withinternational practice and the legal framework for business competition,<br />

not spying on or fraudulentlyseeking knowledge of its competitors’ trade secrets.<br />

5.7 Ethics toward Creditors : The Company has policy to comply with the all the terms and conditions<br />

agreed upon in every loan transaction.<br />

5.8 Ethics toward Employees : The Company realizes that the employees are extremely valuable asset and<br />

the success factor, making essential contribution to the Company’s achievement of its goals. Therefore, it is<br />

the Company policy to treat the employees fairly in all respect including opportunity, remuneration,<br />

promotion, as well as professional development.<br />

6. The Board of Directors’ Responsibility The Board of Directors comprises ten Directors, with four Executive<br />

Directors and six Non-Executive Directors. The Non-Executive Directors comprise Independent Directors, Audit Committee Directors<br />

and Directors who are representatives of shareholder groups. At Board of Directors’ Meetings, non-Executive Directors<br />

express their opinions alongside that of Executive Directors. With regards to voting at Board Meetings, each Director has one<br />

vote; in the event that votes are tied, the Chairman of the Meeting will cast one additional decisive vote.<br />

65


66<br />

At present,the Chairman of the Company has no any positions in another companies according to Attachment 1 in<br />

Form 56-1 and in annual report (56-2) so he can devoted his time in management regularly,in the past year,he had joined all<br />

times in Board of Directors’Meeting and contributed his usefully idea to the Board of Directors<br />

7. Report of Board of Directors’ Responsibilities to Financial Reports The Board of Directors is responsible<br />

for the accuracy and completeness of <strong>Dynasty</strong> Ceramic Public Company Limited’s own financial statements and <strong>Dynasty</strong><br />

Ceramic Public Company Limited and its subsidiaries’ consolidated financial statements, including the financial information presented<br />

in this annual report. The said financial statements have been prepared in accordance with generally accepted accounting<br />

principles. Appropriate and regularly practiced accounting policies were selected. The said statements presented accurate and<br />

complete information in relation to the Company and its subsidiaries’ financial status, operating results and cash flows. Important<br />

information is sufficiently presented in the notes to financial statements in the annual report, which covers contents as prescribed<br />

by the Stock Exchange of Thailand’s good corporate governance for listed companies. The Company appointed an Audit Committee<br />

to be in charge of reviewing the financial statements, internal control, and risk management. The Audit Committee also<br />

reviewed disclosure of related transactions of the Company and its subsidiaries to ensure that and ensured the Company and its<br />

subsidiaries have disclosed significant information accurately and completely. It also ensured that such systems were followed.<br />

The Company’s financial statements and the consolidated financial statements of the Company and its subsidiaries have been<br />

examined by an external auditor from Karin Audit Co. Ltd. The Company provided the auditors with complete documentation<br />

and information to enable the auditor to audit and express opinions in accordance with auditing standards. The auditor’s comments<br />

are presented in the Auditor’s Report in the Annual Report.<br />

8. Investor Relations The Company always gives importance to disclosure of information that is accurate, complete,<br />

transparent, timely and credible to the shareholders, investors, customers, government agencies and all parties concerned, direct<br />

or indirect. The Company has assigned the Securities Depository Centre of the Stock Exchange of Thailand the responsibility of<br />

preparing information to be disclosed to the Stock Exchange of Thailand, including information to be printed and distributed to<br />

the Company’s shareholders.<br />

The Company has an Investor relations which handles shareholder inquiries and provides information to investors as<br />

requested. The Company also makes information available through its web site at http://www.dynastyceramic.com


INTERNAL CONTROLS<br />

To assure that the policies of Good Corporate Governance are abided by effectively according to the Security Exchange<br />

of Thailand. The Company has set up the member of Audit Committee consists of the 4 Independent ,name of The Audit Committee<br />

are as follow<br />

1. General Yuthasak Sasiprapa Independent Director<br />

2. Pol. General Patcharawat Wongsuwan Independent Director<br />

3. Mr. Surasak Kosiyajinda Independent Director<br />

4. Mr. Yothin Juangpanich Independent Director<br />

From the assessment of the Company’s internal control in 5 main areas, which are organization and environment, risk<br />

management, management control, information system, and follow-up and assessment methodsThe Company’s internal control<br />

system can be concluded as follow<br />

1. Organization and Environment<br />

The Company has set up and provided for the establishment of this Organization and has delegated responsibility accordingly<br />

for management flexibility. The Company stressed the importance on environment conservation. Moreover, the Company<br />

was set up the manual according to the Industrial Standard for Service Excellence and Environmental and Occupational<br />

Safety. The Company expects to receive certification ISO 14001 in the near future.The Company also encourages employees<br />

to enhance the company’s effectiveness by initiating 5S committee to supervise, promote, advice and coordinate the operation<br />

effectively and to continue to improve workplace to a better and safe environment<br />

2. Risk Management<br />

The Company has no Risk Management Committee since the Company appointed the Executive Director Committee<br />

to oversee the Company’s risk by determine measures and methods to prevent, fix and follow-up on any situation<br />

that would cause the risk,and proposed report concerning adequacy of risk management system to the Audit Committee<br />

to further propose to the Board of Directors.<br />

3. Control of Work Effectiveness of Administrative Department<br />

The Company has the Audit Committee to responsible for auditing the Company’s operation according to the policies<br />

and regulations set forth by the Company, the laws and regulations of the relevant regulators and promote the Company to<br />

have accounting consistent with generally accepted accounting standard. This includes auditing the Company for proper internal<br />

controls, internal auditing and management practices that minimize risk and are properly controlled, proper, up to date and effective.<br />

The Audit Committee is non-biased and free to conduct such audits as deemed necessary and may make use of the<br />

Office of Internal Audit and Compliance Control which directly reports to the Audit Committee.<br />

The Office of Internal Audit and Compliance Control are responsible to control and assess the proper controls according<br />

to the Audit Committee’s directions. Whereas, their main job is to assess if there are proper controls to prevent problems<br />

from occurring, assess the integrity of the information and financial reports and present the information in a timely and transparent<br />

method to assure that the policies of Good Corporate Governance are abided by effectively according to the international<br />

standard.<br />

67


68<br />

4.Management Information Systems and Communications<br />

The Company realizes the importance of continuing development of its Management Information Systems for the effectiveness<br />

and linking of information of the organization. The Company has continuously developed database to enhance management<br />

decision, so that the management and shareholders can be confident in the Company’s information management system.<br />

All network and softwares was settled with efficiency and corresponding to the nature of business and under the computer law<br />

year 2007.<br />

In the year 2008-2009 the Company has developed POS System by implement Software Dealer Web Application (DWA)<br />

to replace the old system including Sales report and Inventory movement every day. The Company has continuously developed<br />

back office software (MOVEX) to enhance Company Reporting System such as Procurement System, Accounting and Financial<br />

System for better management information in decision and planning effiency.<br />

5. Follow-up and Assessment Methods<br />

The Company has continuously followed up on its performance in comparison to its planned goals and budgets. Reports<br />

were sent to the Company’s Director’s at least every 3 months. Furthermore, if there was found to be an issue impacting<br />

the Company, additional meetings could be called to change or add to the goals and plans to accommodate with changing<br />

situation. Additionally, the Company also has the Office of Internal Audit that has the responsibility to audit the various departments<br />

and units to see if they are working according the goals and budgetary guidelines. If it is found to have a discrepancy,<br />

the Office of Internal Audit and Compliance Control would report to the Audit Committee within a specified time. In turn, the<br />

Audit Committee would then report to the Company’s Board of Directors every quarter, whereas the Audit Committee would<br />

also have to offer its recommendations for a solution to the problem in order to promote effective internal control system of the<br />

Company.


69<br />

DIVIDEND PAYMENT POLICY<br />

The Company’s dividend policy requires the company to distribute the dividend of not less than 70 percent of the<br />

consolidated net profit after tax, however,DCC Performance and Retained Earning should not be negative and depending<br />

on the sufficiency to the Company’s Cash Flow and investment plans and other relevant factors.<br />

Since 2009 the Company can paid dividend to the shareholders more than 85%, In 2010, The company will ask<br />

th<br />

for an approval from the shareholders in their first meeting of 2011 held on 26 April 2011 to pay dividend at the rate of<br />

100% because the company had no more liabilities according to the company’s financial conditions<br />

Dividend payment in the past year are as follow:


70<br />

RELATED TRANSACTION<br />

The Company’s Board of Directors has established approval process for related transactions or transaction that<br />

may cause potential conflict of interest by strictly adhering to the Securities and Exchange laws, regulations, announcements,<br />

orders or stipulations established by the Stock Exchange of Thailand, with the following measures.<br />

1. The Audit Committee must consider and give their comments before transaction occurs.<br />

2. In case the Audit Committee is not able to give any comment on any transaction, the Company must provide<br />

independent specialist to provide comments for the Audit Committee to form their comments before proposing to<br />

the Board of Directors and/or Shareholders’ Meeting for further consideration.<br />

3. The persons who have potential conflict of interest cannot vote on the transaction that is related to them.<br />

4. The Company will disclose the related transaction in the notes attached to financial statements. The Audit<br />

Committee will give comments concerning the necessity and rationale of the related transaction that has been<br />

reviewed by external accounting auditor.<br />

<strong>Dynasty</strong> Ceramic Public Co. Ltd. has connected transactions with its subsidiaries as follows:<br />

1. The Company is a sole distributor of all ready made products purchased from Tile Top Industry Pubic Co. Ltd.,<br />

which manufactures floor, wall and decorative tiles, at wholesale prices. The Company is the sole distributor. Tile Top<br />

Industry Public Co. Ltd. contracted <strong>Dynasty</strong> Ceramic Public Co. Ltd. to manage its operations, inventory (including raw<br />

materials and packaging), purchasing and sales,financial and accounting systems with an online computer system, with a<br />

yearly budget of 12 million baht,resulting in connected transactions.<br />

<strong>Dynasty</strong> Ceramic Public Co. Ltd. rented warehouse facilities located at Tile Top factory for storage of products<br />

purchased from Tile Top Industry PCL and contracted Tile Top Industry PCL to manage the Company’s warehouses, within<br />

a budget of 4 million baht.<br />

2. <strong>Dynasty</strong> Ceramic Public Co. Ltd. delivered and sold its own products and those purchased to the three<br />

distributors, namely Pick and Pay Co. Ltd., Muangthong Ceramic Co. Ltd. and Worldwide Ceramic Co. Ltd., at wholesale<br />

prices, resulting in connected sales of products. Moreover, <strong>Dynasty</strong> Ceramic designed shop format and arranged<br />

management systems for all the three subsidiaries as well as collecting fees on the product distribution right on a yearly<br />

basis. In addition, the three distributors contracted <strong>Dynasty</strong> Ceramic Public Co. Ltd. to manage their operations, inventory,<br />

purchasing and sale,financial and accounting systems with an online computer system, with an annual budget of<br />

0.3 million baht per branch, resulting in connected transactions.<br />

Since <strong>Dynasty</strong> Ceramic is in charge of controlling its own and its subsidiaries’ financial policies, Payments were<br />

made in advance on some items produced and distributed to <strong>Dynasty</strong> Ceramic Public Co. Ltd. This is a means of providing<br />

financial support to its subsidiary, with the borrowers issuing a promissory note to the loan provider. Interest is calculated<br />

according to prevailing market rates on the date the borrowing was made.The financial statements of <strong>Dynasty</strong> Ceramic PLC<br />

include transactions with related companies and the financial statements reflect the effects of these


71<br />

Companies’ name<br />

Tile Top Industry Public Co. Ltd.<br />

Pick and Pay Co., Ltd.<br />

Muangthong Ceramic Co., Ltd.<br />

World Wide Ceramic Co., Ltd.<br />

Akapulgo Co., Ltd.<br />

Mr. Roongroj Saengsastra<br />

Mr. Monrak Saengsastra<br />

Mr. Marut Saengsastra<br />

Relations<br />

Subsidiary<br />

Subsidiary<br />

Subsidiary<br />

Subsidiary<br />

Related Company<br />

Company’s and Its Subsidiary’s director<br />

Subsidiary’s director<br />

Subsidiary’s director<br />

Related party transactions are :<br />

In Baht<br />

Consolidated<br />

The Company Only<br />

As at 31 As at 31 As at 31 As at่ 31<br />

Dec 2010 Dec 2009 Dec 2010 Dec 2009<br />

Trade accounts receivable and other - subsidiaries<br />

- Pick and Pay Co., Ltd. - - 446,144,377 452,603,434<br />

- Muangthong Ceramic Co., Ltd. - - 187,827,934 234,098,191<br />

- World Wide Ceramic Co., Ltd. - - 224,707,252 224,869,611<br />

858,679,563 911,571,236<br />

Accounts payable and others – subsidiaries<br />

- Tile Top Industry Public Co. Ltd. - - 521,570,628 398,103,801<br />

- Pick and Pay Co., Ltd. - - 77,425 10,000<br />

- Muangthong Ceramic Co., Ltd. - - - 7,000<br />

- World Wide Ceramic Co., Ltd. - - - 6,000<br />

521,648,053 398,126,801


72<br />

In Baht<br />

Consolidated<br />

The Company Only<br />

For the year ended For the year ended<br />

Price Policy December 31, December 31,<br />

At the parent 2010 2009 2010 2009<br />

Revenues from finished goods sold company’s<br />

- Pick and Pay Co., Ltd. concerns, competitive, - - 2,365,164,395 1,956,784,975<br />

- Muangthong Ceramic Co., Ltd. market price - - 1,507,391,960 1,422,217,339<br />

- World Wide Ceramic Co., Ltd. but higher than - - 826,405,296 748,423,187<br />

production cost 4,698,961,561 4,127,425,501<br />

Sales of raw materials and supplies At cost<br />

- Tile Top Industry Public Co. Ltd. - - 4,606,261 4,414,841<br />

- Pick and Pay Co., Ltd. - - 724,269 997,282<br />

5,330,530 5,412,123<br />

Revenues from rental charges<br />

- Tile Top Industry Public Co. Ltd. 30,000 Baht/month - - 360,000 360,000<br />

- Pick and Pay Co., Ltd. 10,000 Baht/month - - 120,000 120,000<br />

100,000 Baht/month 1,100,000<br />

- Muangthong Ceramic Co., Ltd. 12,000 Baht/month - - 144,000 144,000<br />

- World Wide Ceramic Co., Ltd. 3,000 Baht/month - - 36,000 36,000<br />

1,760,000 660,000<br />

Revenues from operations<br />

- Tile Top Industry Public Co. Ltd. 100,000 Baht/month - - 12,000,000 12,000,000<br />

- Pick and Pay Co., Ltd. 360,000 Baht yearly/<br />

branch in 2010, and<br />

100,000 Baht yearly/<br />

branch in 2009 - - 28,230,000 7,456,989<br />

- Muangthong Ceramic Co., Ltd. 360,000 Baht yearly/<br />

branch in 2010, and<br />

100,000 Baht yearly/<br />

branch in 2009 - - 19,841,666 5,900,000<br />

- World Wide Ceramic Co., Ltd. 360,000 Baht yearly/<br />

branch in 2010, and<br />

100,000 Baht yearly/<br />

branch in 2009 - - 10,488,333 3,100,000<br />

70,559,999 28,456,989


73<br />

In Baht<br />

Consolidated<br />

The Company Only<br />

For the year ended For the year ended<br />

Price Policy December 31, December 31,<br />

2553 2552 2553 2552<br />

Purchases - finished goods<br />

- Tile Top Industry Public Co. Ltd. At the parent<br />

company’s concerns,<br />

competitive market<br />

price, but higher than<br />

production cost - - 2,085,438,341 1,774,668,457<br />

- Pick and Pay Co., Ltd. At cost - - 186,111 95,890<br />

- Muangthong Ceramic Co., Ltd. At cost - - 4,445,806 61,802<br />

- World Wide Ceramic Co., Ltd. At cost - - 47,944 32,715<br />

2,090,118,202 1,774,858,864<br />

Purchases of raw materials and supplies<br />

- Tile Top Industry Public Co. Ltd. At cost - - 11,856,670 10,679,716<br />

Management fee<br />

- Tile Top Industry Public Co. Ltd. 300,000 Baht - - 3,600,000 3,600,000<br />

/month<br />

Rental branches’ lands<br />

- Mr. Roongroj Saengsastra 1,000,000 Baht 1,000,000 1,000,000 - -<br />

yearly/branch<br />

- Mr. Monrak Saengsastra and<br />

Mr. Marut Saengsastra 1,000,000 Baht 1,000,000 1,000,000<br />

yearly/branch<br />

- Akapulgo Co., Ltd. 81,250 975,000 975,000 - -<br />

Baht/month


74<br />

Summary of Operating Results and Financial Analysis<br />

<strong>Dynasty</strong> Ceramic Public Company, Limited and its subsidiaries ’analysis of operations’<br />

result of 2010<br />

Million Baht<br />

Revenues from sales<br />

Other revenues<br />

Total revenues<br />

Cost of goods sold<br />

Selling expenses<br />

Adminstrative expenses<br />

Financial cost<br />

Parent company’s net profit<br />

% GP<br />

Earnings per share<br />

2010<br />

6,513<br />

18<br />

6,531<br />

3,630<br />

720<br />

466<br />

0.2<br />

1,175<br />

44.3%<br />

2.88<br />

2009<br />

5,884<br />

21<br />

5,905<br />

3,384<br />

578<br />

470<br />

6<br />

994<br />

42.5%<br />

2.44<br />

% of changes<br />

11%<br />

- 14%<br />

11%<br />

7%<br />

21%<br />

- 1%<br />

- 96%<br />

18%<br />

4%<br />

18%<br />

The company and its subsidiaries recorded the total sales revenue of 6,513 million Baht for 2010 or increased 11%<br />

from last year’s, or 8% increase in the sales volume of 50.6 million m2. The cost of sales in 2010 was 3,630 million Baht in<br />

total, 55.7% of the total sales, less than last year’s cost of sales which is 57.5% of total sales, resulted in increased gross profit;<br />

from the previous year’s 42.5% to 44.3% of 2010. This was caused by the raised retail’s selling price of about 4 Baht/m2 (from<br />

125Baht/m2 to 129 Baht/m2), and the increased production capacity of 15% higher than the previous year’s. The result of the<br />

increase in production capacity of Tile Top’s factory (subsidiary) at the beginning of the year and of <strong>Dynasty</strong>’s factory in the<br />

middle of 2010 made the subsidiaries have total production capacity of 51.6 million m2. Moreover, the continual improvement<br />

on the machine’s and the production process’ efficiency has helped reduce the production cost, though, the natural gas, which<br />

is the main component, has raised more than 17% in price in comparison with the previous year. Simultaneously, the company<br />

and its subsidiaries had 21% higher expenses in freight, equal to 8% of total sales, which has increased accordingly to the 17%<br />

higher sales and diesel’s price, and the marketing plans which had to keep stimulating the sales rate by holding sales promotion<br />

campaigns. As for the operational expenses, they decreased from last year just a little bit or about 1% because the company<br />

had set allowance of doubtful account in accordance with higher sales. The company and its subsidiaries had total interest payable<br />

of 0.2 million Baht, 96% lower than last year’s because there has been no repayment from both short and long loan. The<br />

other revenues decreased for the company had made profit of about 14 million Baht from selling asset last year (a subsidiary’s<br />

office), which made the company and its subsidiaries had total net profit before income tax of 1,695 million Baht, 261 million<br />

Baht more than the previous year, with income tax of 516 million Baht, making the net profit after income tax 1,179 million Baht;<br />

1,175 million Baht belongs to the parent company’s shareholders, or 18% higher than the previous year.


75<br />

Analysis of the company’s and its subsidiaries’ balance sheet<br />

As of December 31, 2010, compared with 2009<br />

The balance sheet of the company and its subsidiaries had the total assets of 3,715 million Baht, 2% less than the<br />

previous year’s. Cash and other equivalent assets decreased 31 million Baht, or 16% because the company used them as<br />

circulating fund and in the increase of both the company’s and its subsidiaries’ production capacity, so that an extra loan was<br />

unnecessary. The cash was mostly from selling on cash, and the increased sales of 8%. The ending inventory increased from<br />

the previous year 52 million Baht, or 5%. The trade accounts receivable lowered 25 million Baht, or 15% due to the increased<br />

allowance of doubtful accounts of 12 million Baht and the cut of bad debt of 48 million baht. The fixed assets are 94 million<br />

Baht, or 5% higher because of accrued depreciation and new machines and tools received from the increase of production<br />

capacity in the beginning and in the middle of the year.<br />

The company and its subsidiaries had total liabilities of 989 million Baht. The debt to equity ratio was 0.36 times,<br />

increased from the previous year in which the debt to equity ratio was 0.34 times, because of the increased liabilities of 67 million<br />

Baht, or 7%, most of them are trade accounts payable due to the ordering of raw materials and replacement parts which were<br />

higher in number according to the higher production capacity. The shareholders’ equity of 2,726 million Baht, increased 16<br />

million Baht, or 1% from last year gained from accumulated net profit of 1,179 million Baht. The total paid dividend was 1,163<br />

million Baht; 224.10 million Baht belonged to the 4th quarter, and 938.4 million Baht belonged to the rest 3 quarters, providing<br />

a book value per share of 6.68 Baht.


76<br />

<strong>Dynasty</strong> Ceramic Public Company Limited’s analysis of operations’<br />

result of 2010<br />

Million Baht<br />

Revenues from sales<br />

Other revenues<br />

Total revenues<br />

Cost of goods sold<br />

Selling expenses<br />

Adminstrative expenses<br />

Financial cost<br />

Net profit<br />

% GP<br />

Earnings per share<br />

2010<br />

5,905<br />

81<br />

5,986<br />

3,834<br />

629<br />

107<br />

0.2<br />

994<br />

35.10%<br />

2.44<br />

2009<br />

5,328<br />

32<br />

5,360<br />

3,564<br />

507<br />

143<br />

5<br />

780<br />

33.10%<br />

1.91<br />

% of changes<br />

11%<br />

153%<br />

12%<br />

8%<br />

24%<br />

- 25%<br />

- 96%<br />

27%<br />

6%<br />

28%<br />

The company recorded the total sales revenue of 5,905 million Baht for 2010, increased 577 million Baht or 11%,<br />

and because of the 12% increased production capacity of <strong>Dynasty</strong>’s factory in the middle of the year and of Tile Top Industry<br />

Public Co. Ltd., s subsidiary, in the beginning of the year. This resulted in the total sales of 51.5 million m2, 9% higher than<br />

the previous year’s. (Sales of last year was 47.1 million m2) The cost of sales in 2010 was 3,834 million Baht, equal to 64.9%<br />

of the total sales, which made the gross profit be 35.1%, higher than the previous year’s 33.1%. In the first quarter of 2010,<br />

the company raised approximately 2 Baht/m2 in the selling price. The company has been continually improving the production<br />

efficiency, making the production cost lower, despite the 17% higher energy cost. We have 24% higher costs of sales mostly<br />

because of the transportation expense which has been increasing in accordance with the diesel price, raised more than 17% of<br />

the previous year’s price. The total operation cost was 107 million Baht, 36 million Baht, or 25%, less than the last year’s cost<br />

because there had been an allowance of doubtful account of 48 million Baht in total, whereas this year’s allowance was 12<br />

million Baht. The company’s interest payable was 0.2 million Baht in total, 96% less than the previous year because there was<br />

no accumulated debt which was the result of having cash left from cost of goods sold during the year to be spent on increasing<br />

the production capacity. The other revenues increased 153% due to billing more to the subsidiaries in managing working<br />

systems and opening new branches for the subsidiaries, resulting in the company having total net profit before income tax of<br />

1,368 million Baht, 270 million Baht more than the previous year. The company had set aside a budget of 392 million Baht for<br />

the income tax of 2010, making the net profit after income tax be 994 million Baht in total, increased 214 million Baht, or 27%<br />

from the previous year. Earnings per share for 2010 were 2.44 Baht, whereas the previous year’s earnings per share were 1.91<br />

Bahr; 0.53 Baht higher per share.


77<br />

Analysis of the company’s balance sheet<br />

As of December 31, 2010, compared with 2009<br />

The balance sheet of the company had the total asset of 1,460 million Baht, decreased 169 million Baht, or 10%, from<br />

the previous year because in 2010, the company had current asset of 1,556 million Baht in total, 66 million Baht, or 4%, less than<br />

last year. Cash and other equivalent asset decreased 18 million Baht, or 15%, due to the use of the circulating fund to increase the<br />

production capacity. The inventory increased 3%, the trade accounts receivable decreased 6 million Baht in total, or 5% because<br />

of the accumulated allowance of doubtful account of 12 million Baht and the cut of bad debt of about 48 million Baht. The total<br />

value of land, building, and equipment decreased 15 million Baht from last year after receiving additional machine and equipment<br />

from the increase of the production capacity in the middle of 2010, and deducting the normal depreciation charges.<br />

The company had total liabilities of 1,107 million Baht, increased 16% from the previous year. The debt to equity ratio<br />

was 0.76 times, increased from the previous year in which the debt to equity ratio was 0.59 times, because of the increased<br />

subsidiary accounts payable of 31% (they were all the purchase of finished goods from the subsidiaries, and the expense of<br />

increasing production capacity in the subsidiary at the beginning of the year of 2010). The trade accounts payable also increased<br />

9% due to the increase in ordering raw materials and replacement parts according to the higher production capacity at the middle<br />

of the year. The company has neither short-term nor long-term loan. For the decrease of 169 million Baht in accumulated<br />

net profit from the previous year, this year had net profit of 994 million Baht and paid dividend of 1,163 million Baht; 224.40<br />

million Baht belonged to the 4th quarter of 2009, and 938.40 million Baht belonged to the first 3 quarters of 2010, resulting in<br />

shareholders’ equity of 1,629 million baht as of 31 December, 2010, providing a book value per share of 3.58 Baht.<br />

Notes: Please refer to the details in the consolidated financial statements, including the Notes to the financial<br />

statements, for the operating results and financial status of the Company.


78<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

THE CONSOLIDATED FINANCIAL STATEMENTS<br />

AND SEPARATE FINANCIAL STATEMENTS<br />

FOR THE YEAR ENDED DECEMBER 31, 2010<br />

AND AUDITOR’S REPORT


79<br />

AUDITOR’S REPORT<br />

To<br />

The Shareholders and Board of Directors of<br />

<strong>Dynasty</strong> Ceramic Public Company Limited<br />

I have audited the consolidated balance sheet of <strong>Dynasty</strong> Ceramic Public Company Limited and its subsidiaries as at<br />

December 31, 2010, and the related consolidated statements of income, changes in shareholders’ equity and cash<br />

flows for the year then ended and the balance sheet of <strong>Dynasty</strong> Ceramic Public Company Limited as at December 31,<br />

2010, and the related statements of income, changes in shareholders’ equity and cash flows for the year then ended.<br />

These financial statements are the responsibility of the Company’s management as to their correctness and completeness<br />

of the presentation. My responsibility is to express an opinion on these financial statements based on my audit. The<br />

consolidated financial statements for the year ended December 31, 2009 of <strong>Dynasty</strong> Ceramic Public Company Limited<br />

and its subsidiaries and separate financial statements for the year ended December 31, 2009 of <strong>Dynasty</strong> Ceramic<br />

Public Company Limited, presented herewith for comparative purposes only, were audited by another auditor, who<br />

gave an unqualified report thereon dated on February 23, 2010.<br />

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan<br />

and perform the audit to obtain reasonable assurance about whether the financial statements are free of material<br />

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the<br />

financial statements. An audit also includes assessing the accounting principles used and significant estimates made by<br />

management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a<br />

reasonable basis for my opinion.<br />

In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial<br />

position of <strong>Dynasty</strong> Ceramic Public Company Limited and subsidiary as at December 31, 2010, the consolidated results<br />

of their operations, the consolidated changes in their shareholders’ equity and their consolidated cash flows for the year<br />

then ended and the financial position of <strong>Dynasty</strong> Ceramic Public Company Limited as at December 31, 2010, the<br />

results of its operations, changes in its shareholders’ equity and its cash flows for the year then ended in conformity with<br />

generally accepted accounting principles.<br />

Karin Audit Company Limited<br />

Bangkok, Thailand<br />

February 22, 2011<br />

(Mr. Jadesada Hungsapruek)<br />

Certified Public Accountant<br />

Registration No. 3759


80<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

BALANCE SHEETS<br />

AS AT DECEMBER 31, 2010 AND 2009<br />

Consolidated<br />

In Baht<br />

Separate<br />

Note 2010 2009 2010 2009<br />

ASSETS<br />

CURRENT ASSETS<br />

Cash and cash equivalents 6 159,912,936 191,229,333 99,266,563 116,507,606<br />

Current investment - net 7 - - - -<br />

Trade accounts and notes<br />

receivable - net 8 146,952,698 171,741,097 124,352,606 130,288,838<br />

Receivables from subsidiaries 8 , 24.1 - - 858,679,563 911,571,236<br />

Inventories - net 9 1,161,704,248 1,110,290,809 462,048,241 449,392,285<br />

Other current assets - net 10 28,148,571 33,740,157 11,269,449 14,202,024<br />

Total current assets 1,496,718,453 1,507,001,396 1,555,616,422 1,621,961,989<br />

NON-CURRENT ASSETS<br />

Investment in subsidiaries 11 - - 127,853,787 127,853,787<br />

General investment - net 12 249,750 249,750 - -<br />

Property, plant and equipment - net 13 2,075,050,917 1,980,878,839 873,697,831 820,405,706<br />

Goodwill - net 14 103,623,825 103,623,825 - -<br />

Intangible assets - net 15 6,487,944 9,134,407 6,487,944 9,134,407<br />

Other non-current assets - net 16 32,856,192 31,421,175 3,137,438 2,917,165<br />

Total non-current assets 2,218,268,628 2,125,307,996 1,011,177,000 960,311,065<br />

TOTAL ASSETS 3,714,987,081 3,632,309,392 2,566,793,422 2,582,273,054<br />

Notes to financial statements form an integral part of these statements.


81<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

BALANCE SHEETS (CONT.)<br />

AS AT DECEMBER 31, 2010 AND 2009<br />

Consolidated<br />

In Baht<br />

Separate<br />

Note 2010 2009 2010 2009<br />

LIABILITIES AND SHAREHOLDER’S EQUITY<br />

CURRENT LIABILITIES<br />

Bank overdrafts and short-term loans<br />

from financial institutions 17 75,412 2,089,318 75,412 -<br />

Trade accounts and notes payable 18 495,794,077 446,665,691 258,039,110 237,158,637<br />

Payable to subsidiaries 24.1 - - 521,570,628 398,103,801<br />

Accrued income tax 235,690,653 236,901,517 178,097,381 185,735,650<br />

Other current liabilities 209,053,193 189,633,986 148,854,181 132,039,089<br />

Total current liabilities 940,613,335 875,290,512 1,106,636,712 953,037,177<br />

NON-CURRENT LIABILITIES<br />

Provident fund - pending return 19 48,370,816 47,181,413 - -<br />

Total non-current liabilities 48,370,816 47,181,413 - -<br />

TOTAL LIABILITIES 988,984,151 922,471,925 1,106,636,712 953,037,177<br />

Notes to financial statements form an integral part of these statements.


82<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

BALANCE SHEETS (CONT.)<br />

AS AT DECEMBER 31, 2010 AND 2009<br />

Consolidated<br />

In Baht<br />

Separate<br />

Note 2010 2009 2010 2009<br />

LIABILITIES AND SHAREHOLDER’S EQUITY<br />

SHAREHOLDERS’ EQUITY<br />

Share capital<br />

Authorized share capital<br />

408,000,000 ordinary shares<br />

of Baht 1 each 408,000,000 408,000,000 408,000,000 408,000,000<br />

Issued and paid-up share capital<br />

408,000,000 ordinary shares<br />

of Baht 1 each 408,000,000 408,000,000 408,000,000 408,000,000<br />

Premium on ordinary shares 506,000,000 506,000,000 506,000,000 506,000,000<br />

Retained earnings<br />

Appropriated - legal reserve 21 40,800,000 40,800,000 40,800,000 40,800,000<br />

Unappropriated 1,733,798,280 1,721,542,515 505,356,710 674,435,877<br />

Total shareholder’s equity of parent company 2,688,598,280 2,676,342,515 1,460,156,710 1,629,235,877<br />

Minority interest in subsidiaries 37,404,650 33,494,952 - -<br />

Total shareholder’s equity 2,726,002,930 2,709,837,467 1,460,156,710 1,629,235,877<br />

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 3,714,987,081 3,632,309,392 2,566,793,422 2,582,273,054<br />

Notes to financial statements form an integral part of these statements.


83<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

STATEMENTS OF INCOME<br />

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009<br />

Consolidated<br />

In Baht<br />

Separate<br />

Note 2010 2009 2010 2009<br />

REVENUES<br />

Sales 24.1 6,512,939,269 5,883,865,063 5,904,595,281 5,327,954,811<br />

Other income 24.1 18,265,466 20,709,369 80,824,246 31,832,109<br />

Total revenues 6,531,204,735 5,904,574,432 5,985,419,527 5,359,786,920<br />

EXPENSES<br />

Cost of sales 24.1 3,629,743,566 3,383,991,699 3,834,126,393 3,563,854,737<br />

Selling expenses 702,395,484 578,257,148 628,754,707 507,008,061<br />

Administrative expenses 24.1 466,209,025 469,928,895 107,469,272 142,863,306<br />

Management benefit expenses 27 37,403,124 32,365,780 29,045,824 24,839,540<br />

Total expenses 4,835,751,199 4,464,543,522 4,599,396,196 4,238,565,644<br />

Income before finance costs and income tax 1,695,453,536 1,440,030,910 1,386,023,331 1,121,221,276<br />

Finance costs 166,450 5,574,633 163,787 4,911,103<br />

Income before income tax 1,695,287,086 1,434,456,277 1,385,859,544 1,116,310,173<br />

Income tax 28 516,321,623 435,256,761 392,138,711 336,324,445<br />

Net income 1,178,965,463 999,199,516 993,720,833 779,985,728<br />

Profit attribution<br />

Shareholder’s equity of the parent company 1,175,055,765 994,361,993 993,720,833 779,985,728<br />

Minority interest 3,909,698 4,837,523 - -<br />

1,178,965,463 999,199,516 993,720,833 779,985,728<br />

Earnings per share of the parent company 22<br />

Net income (Baht : shares) 2.88 2.44 2.44 1.91<br />

Weighted average number of<br />

ordinary shares (shares) 408,000,000 408,000,000 408,000,000 408,000,000<br />

Notes to financial statements form an integral part of these statements.


84<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY<br />

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009<br />

In Baht<br />

Consolidated<br />

Shareholder’s equity of parent company Minority Total<br />

Retained earnings<br />

interest in<br />

Share capital Premium on Appropriated Unappropriated Total subsidiaries<br />

issued and ordinary legal<br />

Note paid-up shares reserve<br />

Beginning balance 2009 408,000,000 506,000,000 40,800,000 1,465,660,522 2,420,460,522 28,657,429 2,449,117,951<br />

Net income for<br />

the year 2009 - - - 994,361,993 994,361,993 4,837,523 999,199,516<br />

Dividend 23 - - - (738,480,000) (738,480,000) - (738,480,000)<br />

Ending balance 2009 408,000,000 506,000,000 40,800,000 1,721,542,515 2,676,342,515 33,494,952 2,709,837,467<br />

Net income for<br />

the year 2010 - - - 1,175,055,765 1,175,055,765 3,909,698 1,178,965,463<br />

Dividend 23 - - - (1,162,800,000) (1,162,800,000) - (1,162,800,000)<br />

Ending balance 2010 408,000,000 506,000,000 40,800,000 1,733,798,280 2,688,598,280 37,404,650 2,726,002,930<br />

Notes to financial statements form an integral part of these statements.


85<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONT.)<br />

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009<br />

In Baht<br />

Separate<br />

Retained earnings<br />

Share capital Premium on Appropriated Unappropriated Total<br />

issued and ordinary legal<br />

Note paid-up shares reserve<br />

Beginning balance 2009 408,000,000 506,000,000 40,800,000 632,930,149 1,587,730,149<br />

Net income for the year 2009 - - - 779,985,728 779,985,728<br />

Dividend 23 - - - (738,480,000) (738,480,000)<br />

Ending balance 2009 408,000,000 506,000,000 40,800,000 674,435,877 1,629,235,877<br />

Net income for the year 2010 - - - 993,720,833 993,720,833<br />

Dividend 23 - - - (1,162,800,000) (1,162,800,000)<br />

Ending balance 2010 408,000,000 506,000,000 40,800,000 505,356,710 1,460,156,710<br />

Notes to financial statements form an integral part of these statements.


86<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

STATEMENTS OF CASH FLOWS<br />

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009<br />

Consolidated<br />

In Baht<br />

Separate<br />

Note 2010 2009 2010 2009<br />

CASH FLOWS FROM OPERATING ACTIVITIES<br />

Net income 1,178,965,463 999,199,516 993,720,833 779,985,728<br />

Add (less) Adjustments to reconcile net income to<br />

net cash provided by (paid for) operating activities :<br />

Depreciation and amortization 26 339,362,793 331,921,410 151,227,726 152,458,161<br />

Allowance for doubtful accounts 26 9,665,377 49,005,493 9,859,390 48,227,941<br />

Allowance for obsolete stock (reverse) (247,178) (188,096) - -<br />

Loss (gain) on sale / written off fixed assets (2,335,151) 591,803 (287,343) (1,311,235)<br />

Loss (gain) on sale property foreclosed (105,000) (14,624,250) - -<br />

Unrealized loss (gain) on exchange rate (198,552) (330,287) (103,361) (280,729)<br />

Interest received (4,041,251) (273,898) (3,973,549) (155,475)<br />

Interest expenses 166,450 5,574,633 163,787 4,911,103<br />

Income tax 516,321,623 435,256,761 392,138,711 336,324,445<br />

Income (loss) from operating before changes in<br />

operating assets and liabilities 2,037,554,574 1,806,133,085 1,542,746,194 1,320,159,939<br />

Operating assets (increase) decrease<br />

Trade accounts and notes receivable 4,870,637 19,628,100 (13,981,531) 41,865,458<br />

Receivable from subsidiaries - - 52,891,673 26,547,371<br />

Inventories (51,166,261) 215,528,586 (12,655,956) 232,953,753<br />

Other current assets 5,785,597 (2,669,341) 2,932,575 (5,734,048)<br />

Other non-current assets (3,515,155) (5,721,285) (220,273) (48,000)<br />

Operating liabilities increase (decrease)<br />

Trade accounts and notes payable 49,329,115 100,834,070 20,986,011 64,560,263<br />

Payable to subsidiaries - - 123,466,827 97,495,193<br />

Other current liabilities 19,414,629 73,896,313 16,810,515 59,454,279<br />

Provident fund - pending return 1,189,403 957,132 - -<br />

Cash received (paid) from operating 2,063,462,539 2,208,586,660 1,732,976,035 1,837,254,208<br />

Income tax paid (517,532,487) (315,979,600) (399,776,980) (235,971,317)<br />

Net cash provided by operating activities 1,545,930,052 1,892,607,060 1,333,199,055 1,601,282,891<br />

Notes to financial statements form an integral part of these statements.


87<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

STATEMENTS OF CASH FLOWS (CONT.)<br />

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009<br />

Consolidated<br />

In Baht<br />

Separate<br />

Note 2010 2009 2010 2009<br />

CASH FLOWS FROM INVESTING ACTIVITIES<br />

Cash paid for purchase of fixed assets (423,291,130) (215,863,750) (192,693,496) (52,729,879)<br />

Increase in intangible assets - (6,981,877) - (6,981,877)<br />

Cash received from sale of fixed assets 6,983,786 1,407,411 1,168,224 1,401,869<br />

Cash received from sale of property foreclosed - 30,000,000 - -<br />

Cash received from interest income 4,041,251 273,898 3,973,549 155,475<br />

Net cash used in investing activities (412,266,093) (191,164,318) (187,551,723) (58,154,412)<br />

CASH FLOWS FROM FINANCING ACTIVITIES<br />

Increase (decrease) in bank overdrafts and (2,013,906) 1,492,873 75,412 -<br />

Received short-term loans from financial institutions - 5,765,000,000 - 5,665,000,000<br />

Payment short-term loans from financial institutions - (6,580,000,000) - (6,380,000,000)<br />

Dividend (1,162,800,000) (738,480,000) (1,162,800,000) (738,480,000)<br />

Payment of liabilities under financial lease agreement - (1,630,469) - (1,630,469)<br />

Interest paid (166,450) (5,763,866) (163,787) (5,075,678)<br />

Net cash used in financing activities (1,164,980,356) (1,559,381,462) (1,162,888,375) (1,460,186,147)<br />

Net increase (decrease) in cash and cash equivalents (31,316,397) 142,061,280 (17,241,043) 82,942,332<br />

Cash and cash equivalents, beginning of years 6 191,229,333 49,168,053 116,507,606 33,565,274<br />

Cash and cash equivalents, ending of years 6 159,912,936 191,229,333 99,266,563 116,507,606<br />

Supplement disclosure of non - cash transaction :-<br />

- During year 2010, there was fixed assets transferred from accounts receivable amount of Baht 10.06 milloin,<br />

on the consolidated and separated financial statements.<br />

Notes to financial statements form an integral part of these statements.


88<br />

DYNASTY CERAMIC PUBLIC COMPANY LIMITED<br />

NOTES TO FINANCIAL STATEMENTS<br />

DECEMBER 31, 2010 AND 2009<br />

1. GENERAL INFORMATION<br />

(a) Legal status and address for company and subsidiaries<br />

The Company was registered to be a limited public company under the Limited Public Company Act with<br />

the Ministry of Commerce on March 9, 1994.<br />

The address of its registered office is as follows:<br />

37/7, Suthisarnwinijchai Rd., Samsennok, Hueykwang, Bangkok 10310, Thailand.<br />

The subsidiaries companies:<br />

Company Date of registration Address Number of Number of<br />

branches branches<br />

As at As at<br />

December December<br />

31, 2010 31, 2009<br />

1. Tile Top Industry Public November 23, 1995 37/7, Suthisarnwinijchai Rd., - -<br />

Company Limited<br />

Samsennok, Hueykwang,<br />

Bangkok, 10310, Thailand<br />

2. Pick and Pay Company Limited January 2, 1992 54 Moo 4 Phaholyothin Rd., 87 branches 79 branches<br />

Hueykhamin, Nongkae,<br />

Saraburi, 18230, Thailand<br />

3. Muangthong Ceramic October 24, 2000 37/7, Suthisarnwinijchai Rd., 58 branches 60 branches<br />

Company Limited<br />

Samsennok, Hueykwang,<br />

Bangkok, 10310, Thailand<br />

4. World Wide Ceramic October 20, 2004 37/7, Suthisarnwinijchai Rd., 32 branches 31 branches<br />

Company Limited<br />

Samsennok, Hueykwang,<br />

Bangkok, 10310, Thailand.<br />

(b)<br />

Nature of the Company’s business<br />

Main business activities of the Company and subsidiaries are manufacturing and selling of wall and floor<br />

ceramic tile.


89<br />

2. BASIS FOR CONSOLIDATION FINANCIAL STATEMENTS AND OPERATIONS<br />

2.1 The accompanying consolidated financial statements include the accounts of <strong>Dynasty</strong> Ceramic Public<br />

Company Limited and the following subsidiaries which are owned directly and indirectly by the Company.<br />

Percentage of Holding by<br />

<strong>Dynasty</strong> Ceramic Public Co.,Ltd.<br />

As at December As at December<br />

31, 2010 31, 2009 Nature of Business<br />

Tile Top Industry Public Co.,Ltd. 96.83 96.83 Manufacturing and distribution<br />

of wall and floor ceramic tile<br />

Pick and Pay Co.,Ltd. 97.99 97.99 Distribution of wall and floor ceramic tile<br />

Muangthong Ceramic Co.,Ltd. 99.98 99.98 Distribution of wall and floor ceramic tile<br />

World Wide Ceramic Co.,Ltd. 99.93 99.93 Distribution of wall and floor ceramic tile<br />

Subsidiaries are companies under control by the Company. Control exists when the Company has the<br />

power, directly or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its<br />

activities. The financial statements of the subsidiaries are included in the consolidated financial statements from the date<br />

of commencement of control until the date of termination of control.<br />

2.2 Significant intercompany transactions between the Company and its subsidiaries have been eliminated.<br />

2.3 The consolidated financial statements are prepared using the same accounting policies for similar accounting<br />

transactions or accounting events.<br />

2.4 Goodwill<br />

The excess of the acquisition cost over the net book value of the subsidiary’s assets is recognized<br />

as “Goodwill” which is stated at cost less accumulated amortization. The goodwill is amortized as expense<br />

on a straight-line method over the period of 5 years.<br />

The excess of the net book value of the subsidiary’s assets over the acquisition cost is recognized as<br />

“Negative Goodwill” which is stated at cost less accumulated amortization. The negative goodwill is amortized<br />

as income over the weighted-average of the remaining useful lives of the building and equipment of the<br />

subsidiary (102 months).<br />

Since the year 2008, the change in Accounting Standard TFRS 3 “Business Combinations” (revised<br />

2007) (former TAS 43) has caused the Company to stop recognizing goodwill as amortization expense but to<br />

consider a review of impairment loss instead and to adjust the caring book value of negative goodwill with<br />

the beginning retained earnings.<br />

Goodwill, net of the allowance for impairment, is presented as part of assets in the consolidated balance<br />

sheet.


90<br />

3. ADOPTION OF NEW ACCOUNTING STANDARDS<br />

The Federation regarding new accounting standards and financial reporting standards. These are not<br />

effective for the current year, except Framework for the Preparation and Presentation of Financial Statements, which is<br />

immediately effective.<br />

Effective date<br />

Framework for the Preparation and Presentation of Financial Statements (revised 2009) Immediate<br />

TAS 1 (revised 2009) Presentation of Financial Statements 1 January 2011<br />

TAS 2 (revised 2009) Inventories 1 January 2011<br />

TAS 7 (revised 2009) Statement of Cash Flows 1 January 2011<br />

TAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors 1 January 2011<br />

TAS 10 (revised 2009) Events after the Reporting Period 1 January 2011<br />

TAS 11 (revised 2009) Construction Contracts 1 January 2011<br />

TAS 12 Income Taxes 1 January 2013<br />

TAS 16 (revised 2009) Property, Plant and Equipment 1 January 2011<br />

TAS 17 (revised 2009) Leases 1 January 2011<br />

TAS 18 (revised 2009) Revenue 1 January 2011<br />

TAS 19 Employee Benefits 1 January 2011<br />

TAS 20 (revised 2009)<br />

Accounting for Government Grants and Disclosure<br />

of Government Assistance 1 January 2013<br />

TAS 21 (revised 2009) The effects of Changes in Foreign Exchanges Rate 1 January 2013<br />

TAS 23 (revised 2009) Borrowing Costs 1 January 2011<br />

TAS 24 (revised 2009) Related Party Disclosures 1 January 2011<br />

TAS 26 Accounting and Reporting by Retirement Benefit Plans 1 January 2011<br />

TAS 27 (revised 2009) Consolidated and Separate Financial Statements 1 January 2011<br />

TAS 28 (revised 2009) Investments in Associates 1 January 2011<br />

TAS 29 Financial Reporting in Hyperinflationary Economies 1 January 2011<br />

TAS 31 (revised 2009) Interests in Joint Ventures 1 January 2011<br />

TAS 33 (revised 2009) Earnings per Share 1 January 2011<br />

TAS 34 (revised 2009) Interim Financial Reporting 1 January 2011<br />

TAS 36 (revised 2009) Impairment of Assets 1 January 2011<br />

TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets 1 January 2011<br />

TAS 38 (revised 2009) Intangible Assets 1 January 2011<br />

TAS 40 (revised 2009) Investment Property 1 January 2011<br />

TFRS 2 Share-Based Payments 1 January 2011<br />

TFRS 3 (revised 2009) Business Combinations 1 January 2011<br />

TFRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued Operations 1 January 2011<br />

TFRS 6 Exploration for and Evaluation of Mineral Resources 1 January 2011<br />

TFRIC 15 Property Construction Contracts 1 January 2011<br />

The management of the Company is still evaluating the effect of these accounting standards and has not been<br />

able to reach a conclusion as to their effect to the financial statements for the year in which they are initially applied.


91<br />

4. SIGNIFICANT ACCOUNTING POLICIES<br />

4.1 Basis for preparation financial statements<br />

The financial statements have been prepared in accordance with the accounting standards prescribed<br />

by Thai Accounts Act enunciated under the Accounting Profession Act B.E.2547. The presentation of the<br />

financial statements has been made in compliance with the Notification of the Department of Business<br />

Development, the Ministry of Commerce, re : the financial statements presentation B.E. 2552 for public<br />

limited company, issued under the Accounting Act B.E.2543.<br />

The financial statements in Thai language are the official statutory financial statements of the Company.<br />

The financial statements in English language have been translated from such financial statements in Thai<br />

language.<br />

The financial statements have been prepared on a historical cost basis except where otherwise disclosed<br />

in the accounting policies.<br />

4.2 Recognition of revenues and expenses<br />

Sales are recognized upon delivery of goods at the net value after discounts.<br />

The Company and its subsidiaries recognizes expenses on the accrual basis.<br />

4.3 Cash and cash equivalents<br />

Cash and cash equivalents consist of cash in hand and at banks and deposits at financial institutions<br />

which are promissory notes with original maturity of 3 months or less and excluded deposits which are<br />

pledged as collateral.<br />

4.4 Investments in marketable securities<br />

Investment in marketable securities - trading securities are stated at the fair value. The cost of investment<br />

in marketable securities is computed by the weighted average method.<br />

4.5 Allowance for doubtful accounts<br />

The Company and its subsidiaries provide allowance for doubtful accounts equal to the estimated<br />

collection losses that may be incurred in the collection of all receivables. The estimated losses are based on<br />

historical collection experience and the possible impact of the economic conditions.<br />

4.6 Inventories<br />

Inventories are shown at the lower of cost or net realizable value. Cost is calculated using the average<br />

cost method.<br />

Net realizable value is the estimated selling price in the ordinary course of business less the estimated<br />

costs of completion and the estimated costs necessary to make the sale.<br />

The allowance for decline in value of inventories is assessed from the net realizable value and long-time<br />

outstanding and defective or damaged inventories.


92<br />

4.7 Investment in subsidiaries<br />

Investments in subsidiaries (The Separate financial) are stated at cost method. The Company recognizes gain or loss on<br />

sale in the statement of income in the period which sale of investment occurred. In the case of impairment on<br />

investment, the Company will recognize loss from impairment of investment as expense in the statement of income. The<br />

Company recognizes dividends receive when the subsidiaries announce paid dividends.<br />

4.8 Investments in Shares (General Investment)<br />

Long-term investments in other companies are stated at cost method. The Company and its subsidiaries<br />

recognizes gain or loss on sale in the statement of income in the period which sale of long-term investments<br />

occurred. In the case of impairment on investment, The Company and its subsidiary will recognize loss from<br />

impairment of investment as expense in statement of income.<br />

4.9 Property, plant and equipment<br />

Land is stated at Cost.<br />

Plant and equipment are stated at cost less accumulated depreciation.<br />

Depreciation is calculated by the straight-line method, based on the estimated useful lives of the assets<br />

as follows:<br />

Building 20 years<br />

Machinery and equipment 10-15 years<br />

Vehicles 5 years<br />

Equipment and tools 5 years<br />

Office equipment 5 years<br />

4.10 Borrowing cost<br />

The Company and subsidiaries capitalize the interest of the loans for construction of factory building,<br />

office building and machinery as cost of such assets. The Company and its subsidiaries cease to capitalize<br />

the related interest as part of acquisition cost when the construction of assets are completed.<br />

4.11 Intangible assets<br />

Intangible assets are stated at cost less accumulated amortization. Amortization of intangible assets is<br />

calculated by reference to their costs on a straight-line basis over the following estimated useful lives:<br />

Software 5 years


93<br />

4.12 Property foreclosed and assets not used in operation<br />

Property foreclosed - land of which the Company takes possession from its receivable is stated at the<br />

lower of the amount due to the company or net realizable value.<br />

Property foreclosed - land and the old building, land is stated at cost and old building is stated at cost<br />

less accumulated depreciation, depreciation is calculated by the straight - line method, based on the<br />

estimated useful lives of assets as 20 years.<br />

Asset not used in operation - machinery is stated at less allowance for impairment (If any). The Company<br />

recognizes impairment loss on the assets in the statement of income for the period in which they are<br />

incurred.<br />

4.13 Impairment of assets<br />

The Company and its subsidiaries review the impairment of assets whenever events indicate that the<br />

carrying value of an asset exceeds its realizable value. Realizable value is determined the value of an asset’s<br />

net selling price and its value in use whichever is higher. The value in use is derived from management<br />

estimates.<br />

The Company and its subsidiaries recognize an impairment loss in the earnings statements whenever the<br />

carrying value of an asset exceeds its realizable value. The Company and its subsidiaries will reverse the<br />

impairment loss when there are indications that the value of the asset is no longer impaired or the amount of<br />

impairment has decreased.<br />

4.14 Foreign currencies transactions<br />

Transactions in foreign currencies throughout the year are recorded in Baht at rates prevailing at the<br />

date of transactions. Outstanding assets and liabilities denominated in foreign currencies at end of period are<br />

converted into Baht at the rates of exchange prevailing on that date. Profit (loss) on exchange is recognized<br />

in the profit and loss statement.<br />

4.15 Corporate income tax<br />

Corporate income tax of the Company for the year 2008 to 2010 is calculated on net income of the nonpromoted<br />

activity after adding back certain expenses and allowances which are forbidden expenses in tax<br />

computation at the rate of 25 percent from the initial profit under Baht 300 million and 30 percent from profit<br />

over Baht 300 million. The tax rates applied are in compliance with the provision of Royal Decree 475 (B.E.<br />

2551) dated July 29, 2008, issued under the Revenue Code, regarding the reduction of income tax rates.<br />

Corporate income tax for two subsidiaries is calculated based on net income of the non-promoted<br />

activity after adding back certain expenses and allowances which are forbidden expenses in tax computation<br />

at 30 percent of net profit before income tax.<br />

Corporate income tax for two subsidiaries is calculated based on net income of the non-promoted<br />

activity after adding back certain expenses and allowances which are forbidden expenses in tax computation<br />

at the rates as follows:


94<br />

profit before income tax expenses (Baht) Rate<br />

1 - 150,000 Exempted<br />

150,001 - 1,000,000 15 %<br />

1,000,001 - 3,000,000 25 %<br />

More 3,000,000 30 %<br />

4.16 Use of estimates in the preparation of financial statements<br />

The preparation of financial statements in conformity with generally accepted accounting principles<br />

requires management to make estimates and assumptions that affect the reported amounts of assets,<br />

liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could<br />

differ from those estimates.<br />

4.17 Related parties<br />

Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are<br />

controlled by, or are under common control with, the company, including holding companies, subsidiaries<br />

and fellow subsidiaries are related parties of the company. Associates and individuals owning, directly or<br />

indirectly, an interest in the voting power of the company that gives them significant influence over the<br />

enterprise, key management personnel, including directors and officers of the company and close members<br />

of the family of these individuals and companies associated with these individuals also constitute related<br />

parties.<br />

In considering each possible related party relationship, attention is directed to the substance of the<br />

relationship, and not merely the legal form.<br />

4.18 Financial instruments<br />

The Company and its subsidiaries have no policy to speculate in or engage in the trading of any financial<br />

derivative instruments.<br />

Financial instruments carried in the balance sheet include cash and cash equivalents, current investments,<br />

trade accounts receivable, loans to subsidiaries, trade accounts payable, loans from subsidiaries and loans<br />

from financial institutions. The particular recognition methods adopted are disclosed in the individual policy<br />

statements associated with each item.<br />

4.19 Finance lease<br />

Leases of assets that substantially transfer to the Company and its subsidiaries all the rewards and risks<br />

of ownership of assets and that the Company and its subsidiaries intends to exercise the option of the leases<br />

to purchase the assets at the expiration of the lease term, are accounted for as finance leases.<br />

At the inception of a finance lease, the cost of the asset is recorded together with the obligation,<br />

excluding the interest element, to pay future rentals. Finance charges are charged to the current period<br />

operations in proportion to the effective rate.


95<br />

4.20 Operating Lease<br />

Lease of assets under which all the risks and rewards of ownership are effectively retained by the lesser<br />

are classified as operating leases. Lease payments under an operating lease are recognized as an expense<br />

on a systematic basis over the lease term.<br />

4.21 Employee benefits<br />

Salaries, wages, bonuses, contributions to the social security fund and provident fund are recognized as<br />

expenses when incurred.<br />

4.22 Earnings per share<br />

Basic earnings per share are calculated by dividing the net profit for the year by the weighted average<br />

number of ordinary shares which are issued and paid-up during the year.<br />

5. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES<br />

The preparation of financial statements in conformity with generally accepted accounting principles at times<br />

requires management to make subjective judgments and estimates regarding matters that are inherently uncertain.<br />

These judgments and estimates affect reported amounts and disclosures and actual results could differ. The<br />

significant accounting judgments and estimates are as follows:<br />

Allowance for doubtful accounts<br />

Allowances for doubtful accounts are intended to adjust the value of receivables for probable credit losses.<br />

The management uses judgment to establish reserves for estimated losses for each outstanding debtor. The<br />

allowances for doubtful accounts are determined through a combination of specific reviews, collection experience,<br />

and analysis of debtor aging, taking into account changes in the current economic conditions. However, the use<br />

of different estimates and assumptions could affect the amounts of allowances for receivable losses and adjustments<br />

to the allowances may therefore be required in the future.<br />

Impairment of investments<br />

The Company and subsidiaries treat investments as impaired when there has been a significant or prolonged<br />

decline in the fair value below their cost or where other objective evidence of impairment exists. The determination<br />

of what is “significant” or “prolonged” requires judgment.<br />

Depreciation<br />

In calculating depreciation of plant and equipment, the management estimates useful lives and salvage<br />

values of the plant and equipment and reviews estimated useful lives and salvage values if there are any changes.<br />

Intangible assets<br />

Intangible assets are systematically amortized over their estimated useful lives, and are subject to impairment<br />

if there is an indication they may be impaired.


96<br />

Impairment of Inventory<br />

In order that financial statements report present value of inventory and performance. The company has<br />

reviewed and revised policy for impairment of inventory to cover all inventories, which include finished goods, raw<br />

material, spare part and supply. The impairment is considered when book value of inventory is higher than its net<br />

realizable value and when the inventory has no movement for a certain period, whichever is practical.<br />

6. CASH AND CASH EQUIVALENTS<br />

Cash and cash equivalents consist of the following :<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Cash in hand 2,897,977 4,206,252 90,000 90,000<br />

Cash at bank - current accounts 19,297,847 70,756,928 8,935,932 32,178,094<br />

Cash at bank - saving accounts 137,717,112 116,266,153 90,240,631 84,239,512<br />

Total 159,912,936 191,229,333 99,266,563 116,507,606<br />

The above cash at bank - saving accounts bear interest at the floating rate which are set by the bank.<br />

7. CURRENT INVESTMENTS - NET<br />

Investment in marketable securities - net are included in current investment and consist of the following :<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Investment in marketable<br />

securities-trading securities 156,400 156,400 156,400 156,400<br />

Less Allowance for diminution<br />

in value of securities (156,400) (156,400) (156,400) (156,400)<br />

Net - - - -<br />

As at December 31, 2010 and 2009, investment in securities has aggregated cost of Baht 156,400. The<br />

Company has recorded allowance for diminution in value such securities amounting to Baht 156,400. It consisted of<br />

investment in a list financial institution which has been ordered to wind up operations by the Ministry of Finance on<br />

December 8, 1997.


97<br />

8. TRADE ACCOUNTS AND NOTES RECEIVABLE - NET AND RECEIVABLE FROM SUBSIDIARIES<br />

The accounts receivable were classified by aging as follows:<br />

In Baht<br />

Consolidated<br />

As at December As at December<br />

31, 2010 31, 2009<br />

Not over 90 days 135,020,578 148,330,157<br />

Over 91 days to 120 days 7,307,399 7,619,144<br />

Over 120 days to 180 days 3,627,361 5,333,426<br />

Over 180 days to 365 days 1,269,224 11,033,186<br />

Over 365 days 15,088,039 52,439,524<br />

Total 162,312,601 224,755,437<br />

Less Allowance for doubtful accounts (15,359,903) (53,014,340)<br />

Trade Accounts and Notes receivable - net 146,952,698 171,741,097<br />

In Baht<br />

Separate<br />

As at December As at December<br />

31, 2010 31, 2009<br />

Not over 90 days 949,947,724 977,823,991<br />

Over 91 days to 120 days 28,099,821 47,403,488<br />

Over 120 days to 180 days 3,987,264 6,189,114<br />

Over 180 days to 365 days 1,269,224 11,018,297<br />

Over 365 days 15,088,039 52,439,524<br />

Total 998,392,072 1,094,874,414<br />

Less Allowance for doubtful accounts (15,359,903) (53,014,340)<br />

Trade Accounts, Notes receivable, Receivable from subsidiaries - net 983,032,169 1,041,860,074<br />

The Company gives to the general customers a credit term ranging 7 - 75 days and 150 days for subsidiary<br />

companies. The subsidiaries give to the general customers a credit term ranging 7 - 60 days.<br />

Allowance for doubtful accounts is changed during the years are as follows:<br />

In Baht<br />

Consolidated<br />

Separate<br />

For the year 2010 For the year 2009 For the year 2010 For the year 2009<br />

Beginning balance 53,014,340 4,981,332 53,014,340 4,828,021<br />

Increase 11,301,612 49,047,463 11,301,612 49,047,463<br />

Decrease (48,956,049) (1,014,455) (48,956,049) (861,144)<br />

Ending balance 15,359,903 53,014,340 15,359,903 53,014,340


98<br />

In the year of 2010, the decrease in allowance for doubtful accounts was because the Company reversed<br />

allowance for doubtful accounts in the part of debts had been paid of Baht 1.45 million, and written-off allowance for<br />

doubtful account amount of Baht 47.51 million due to the Court had commanded the repayment but there has no any<br />

asset to extorted from an account receivable. (Note 28)<br />

In 2009, the decrease in allowance for doubtful accounts was because the Company reversed allowance for<br />

doubtful accounts in the part of debts had been paid of Baht 0.82 million and wrote-off in bad debts of 0.04 million and<br />

the subsidiary wrote-off in bad debts of Baht 0.15 million.<br />

9. INVENTORIES - NET<br />

Inventories-net consist of the following :<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Finished goods 897,945,123 861,878,913 312,157,870 313,106,586<br />

Work in process 37,428,756 39,633,248 18,314,078 20,622,183<br />

Raw materials 109,414,291 96,770,384 61,174,292 47,965,009<br />

Supplies 97,299,485 109,891,179 59,054,438 64,127,674<br />

Goods in transit 23,053,940 5,801,610 11,347,563 3,570,833<br />

Total 1,165,141,595 1,113,975,334 462,048,241 449,392,285<br />

Less Allowance for obsoleted stock (3,437,347) (3,684,525) - -<br />

Net 1,161,704,248 1,110,290,809 462,048,241 449,392,285<br />

Allowance for obsolete stock is changed during the years are as follows :<br />

In Baht<br />

Consolidated<br />

Separate<br />

For the year 2010 For the year 2009 For the year 2010 For the year 2009<br />

Beginning balance 3,684,525 3,872,621 - -<br />

Increase - - - -<br />

Decrease (247,178) (188,096) - -<br />

Ending balance 3,437,347 3,684,525 - -<br />

In 2010 and 2009, the subsidiaries reversed the allowance for obsoleted stock and raw materials amount of<br />

Baht 0.25 million and 0.19 million, respectively because they were sold during the years and drawn out to use in<br />

production the reversal of allowance for inventory devaluation effected in statement of income for the years.


99<br />

10. OTHER CURRENT ASSETS - NET<br />

Other current assets - net consist of the following:<br />

Consolidated<br />

In Baht<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Miscellaneous receivable 8,438,492 6,424,917 1,738,819 644,153<br />

Less Allowance for doubtful accounts (4,269,204) (4,463,216) - -<br />

Miscellaneous receivable - net 4,169,288 1,961,701 1,738,819 644,153<br />

Receivables - The Revenue Department 3,389,583 11,331,768 - -<br />

Unamortization-Purchase Tax 7,654,911 7,330,099 3,242,739 3,456,003<br />

Sale promotion rewards and event supplies 4,370,895 7,814,235 4,370,895 7,814,235<br />

Other current assets 8,563,894 5,302,354 1,916,996 2,287,633<br />

Total 28,148,571 33,740,157 11,269,449 14,202,024<br />

Allowance for doubtful accounts-miscellaneous receivable were changed during the years as follows:<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Beginning balance 4,463,216 3,685,665 - -<br />

Increase 251,988 1,105,197 - -<br />

Decrease (446,000) (327,646) - -<br />

Ending balance 4,269,204 4,463,216 - -<br />

In 2010 and 2009, allowance for doubtful accounts decreasing by Baht of 0.45 million and 0.33 million,<br />

respectively, because the subsidiaries received cash back from receivable.


100<br />

11 INVESTMENT IN SUBSIDIARIES<br />

Investment in subsidiaries consists of the following:<br />

In Baht<br />

Company’s Nature of Paid-up Percentage of holding (%) Cost Method<br />

name Business share capital As at As at As at As at Dividend<br />

(In Baht) December December December December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Subsidiaries companies:<br />

Tile Top Industry Manufacturing<br />

Public Co.,Ltd. and distribution<br />

of wall and floor<br />

ceramic tile 222,000,000 96.83 96.83 109,479,530 109,479,530 -<br />

Pick and Pay Distibution of wall and<br />

Co.,Ltd. floor ceramic tile. 12,000,000 97.99 97.99 12,519,986 12,519,986 -<br />

Muangthong Distibution of wall<br />

Ceramic Co.,Ltd. and floor ceramic tile. 4,500,000 99.98 99.98 4,790,334 4,790,334 -<br />

WorldWide Ceramic Distibution of wall and<br />

Co.,Ltd. floor ceramic tile. 1,000,000 99.93 99.93 1,063,937 1,063,937 -<br />

Total 127,853,787 127,853,787<br />

12. GENERAL INVESTMENTS - NET<br />

General investments-net consist of the following :<br />

Consolidated<br />

In Baht<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

General investment 499,500 499,500 - -<br />

Less Provision for impairment of general investment (249,750) (249,750) - -<br />

Net 249,750 249,750 - -


101<br />

Provision for impairment of investment is changed during the years as follows:<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Beginning balance 249,750 249,750 - -<br />

Increase - - - -<br />

Decrease - - - -<br />

Ending balance 249,750 249,750 - -<br />

13. PROPERTY, PLANT AND EQUIPMENT - NET<br />

Property, plant and equipment - net consist of the following :.<br />

In Thousand Baht<br />

Consolidated<br />

Balance as at Additions Deduction Transfer in (out) Balance as at<br />

December<br />

December<br />

31,2009 31,2010<br />

At cost<br />

Land 264,516 52,165 - 18 316,699<br />

Buildings and construction 1,212,555 5,868 (4,127) 43,575 1,257,871<br />

Building improvements 44,460 2,745 (1,003) 880 47,082<br />

Machinery and equipment 3,371,717 5,245 - 218,574 3,595,536<br />

Less Loss on devaluation (655) - - - (655)<br />

Machinery and equipment - net 3,371,062 5,245 - 218,574 3,594,881<br />

Furniture, fixture and office equipment 456,638 20,465 (12,213) 2,128 467,018<br />

Vehicles 84,964 20,392 (26,813) 110 78,653<br />

Construction in progress 107,023 326,472 (544) (265,285) 167,666<br />

Total 5,541,218 433,352 (44,700) - 5,929,870<br />

Less Accumulated depreciation<br />

Buildings and construction (556,234) (57,789) 1,794 - (612,229)<br />

Building improvements (10,979) (3,423) 223 - (14,179)<br />

Machinery and equipment (2,567,498) (224,034) - - (2,791,532)<br />

Furniture, fixture and office equipment (363,172) (39,271) 12,100 - (390,343)<br />

Vehicles (62,456) (10,014) 25,934 - (46,536)<br />

Total accumulated depreciation (3,560,339) (334,531) 40,051 - (3,854,819)<br />

Property, plant and equipment-net (1,980,879) 2,075,051


102<br />

In Thousand Baht<br />

Consolidated<br />

Balance as at Additions Deduction Transfer in (out) Balance as at<br />

December<br />

December<br />

31,2008 31,2009<br />

At cost<br />

Land 259,466 5,050 - - 264,516<br />

Buildings and construction 1,181,782 7,084 (2,280) 25,969 1,212,555<br />

Building improvements 40,208 2,763 (508) 1,997 44,460<br />

Machinery and equipment 3,326,921 2,731 (1,644) 43,709 3,371,717<br />

Less Loss on devaluation (655) - - - (655)<br />

Machinery and equipment - net 3,326,266 2,731 (1,644) 43,709 3,371,062<br />

Furniture, fixture and office equipment 463,569 40,142 (48,944) 1,871 456,638<br />

Vehicles 90,674 98 (5,808) - 84,964<br />

Construction in progress 22,573 157,996 - (73,546) 107,023<br />

Total 5,384,538 215,864 (59,184) - 5,541,218<br />

Less Accumulated depreciation<br />

Buildings and construction (491,331) (65,772) 869 - (556,234)<br />

Building improvements (7,644) (3,558) 223 - (10,979)<br />

Machinery and equipment (2,366,291) (202,745) 1,538 - (2,567,498)<br />

Furniture, fixture and office equipment (365,645) (46,275) 48,748 - (363,172)<br />

Vehicles (57,096) (11,167) 5,807 - (62,456)<br />

Total accumulated depreciation (3,288,007) (329,517) 57,185 - (3,560,339)<br />

Property, plant and equipment-net 2,096,531 1,980,879


103<br />

In Thousand Baht<br />

Separate<br />

Balance as at Additions Deduction Transfer in (out) Balance as at<br />

December<br />

December<br />

31,2009 31,2010<br />

At cost<br />

Land 120,634 32,665 - - 153,299<br />

Buildings and construction 358,780 5,797 - 3,476 368,053<br />

Machinery and equipment 1,708,914 3,868 - 122,721 1,835,503<br />

Less Loss on devaluation (655) - - - (655)<br />

Machinery and equipment - net 1,708,259 3,868 - 122,721 1,834,848<br />

Furniture, fixture and office equipment 300,433 9,674 (3,667) 115 306,555<br />

Vehicles 40,015 3,355 (3,638) - 39,732<br />

Construction in progress 11,350 147,395 - (126,312) 32,433<br />

Total 2,539,471 202,754 (7,305) - 2,734,920<br />

Less Accumulated depreciation<br />

Buildings and construction (170,336) (17,175) - - (187,511)<br />

Building improvements (1,294,747) (96,447) - - (1,391,194)<br />

Machinery and equipment (230,902) (28,894) 3,665 - (256,131)<br />

Furniture, fixture and office equipment (23,080) (6,065) 2,759 - (26,386)<br />

Vehicles (1,719,065) (148,581) 6,424 - (1,861,222)<br />

820,406 873,698


104<br />

In Thousand Baht<br />

Separate<br />

Balance as at Additions Deduction Transfer in (out) Balance as at<br />

December<br />

December<br />

31,2008 31,2009<br />

At cost<br />

Land 120,634 - - - 120,634<br />

Buildings and construction 353,055 265 - 5,460 358,780<br />

Machinery and equipment 1,690,900 397 (699) 18,316 1,708,914<br />

Less Loss on devaluation (655) - - - (655)<br />

Machinery and equipment - net 1,690,245 397 (699) 18,316 1,708,259<br />

Furniture, fixture and office equipment 299,173 32,989 (32,220) 491 300,433<br />

Vehicles 45,723 98 (5,806) - 40,015<br />

Construction in progress 16,636 18,981 - (24,267) 11,350<br />

Total 2,525,466 52,730 (38,725) - 2,539,471<br />

Less Accumulated depreciation (152,478) (17,858) - - (170,336)<br />

Buildings and construction (1,204,311) (91,129) 693 - (1,294,747)<br />

Building improvements (227,201) (35,837) 32,136 - (230,902)<br />

Machinery and equipment (22,846) (6,040) 5,806 - (23,080)<br />

Furniture, fixture and office equipment (1,606,836) (150,864) 38,635 - (1,719,065)<br />

Vehicles 918,630 820,406<br />

As at December 31, 2010 and 2009, the Company and a subsidiary’s land at book value of Baht 223.09 million<br />

(Separated: Baht 120.63 million) and the existing and future construction were mortgaged as collateral against overdrafts<br />

and loans from financial institution. (Note 17)<br />

A part of the above land for construction of head office building amounting to Baht 73 million (2.7% of total area)<br />

was registered the servitudes on such land.<br />

As at December 31, 2010 and 2009, the cost price of the building and equipment which have been fully<br />

depreciated but still in use are as follows:<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Building and construction 55,395,321 9,973,613 44,503,907 4,592,797<br />

Machinery and equipment 1,243,539,450 1,238,600,854 759,648,070 758,410,680<br />

Furniture , fixture and office equipment 268,384,621 252,204,990 169,294,388 148,539,138<br />

Vehicles 25,440,502 33,544,752 9,162,142 9,750,142<br />

Total 1,592,759,894 1,534,324,209 982,608,507 921,292,757


105<br />

14. GOODWILL – NET<br />

The excess of the acquisition cost over the net book value of the subsidiary’s assets is recognized as “Goodwill”<br />

which is stated at cost less accumulated amortization. The goodwill is amortized as expense on a straight-line method<br />

over the period of 5 years.<br />

The excess of the net book value of the subsidiary’s assets over the acquisition cost is recognized as “Negative<br />

Goodwill” which is stated at cost less accumulated amortization. The negative goodwill is amortized as income over the<br />

weighted-average of the remaining useful lives of the building and equipment of the subsidiary (102 months).<br />

Since 2008, the change in Accounting Standard TFRS 3 “Business Combinations” (revised 2007) (former TAS<br />

43) has caused the Company to stop recognizing goodwill as amortization expense in accordance with the basis for<br />

preparation of financial statements in Note 2.4, but to consider a review of impairment loss instead and to adjust the<br />

caring book value of negative goodwill with the beginning retaining earnings.<br />

Goodwill, net of allowance for impairment of investment, are presented as part of assets in the consolidated<br />

balance sheet.<br />

Goodwill - net are as follows:<br />

In Baht<br />

As at December As at December<br />

31, 2010 31, 2009<br />

Goodwill, beginning balances 103,623,825 103,623,825<br />

LessAllowance for impairment - -<br />

Goodwill, ending balances 103,623,825 103,623,825<br />

15. INTANGIBLE ASSETS - NET<br />

Intangible assets - net consists of the following :<br />

In Baht<br />

Consolidated/Separate<br />

Balance as at Additions Deduction Balance as at<br />

December<br />

December<br />

31, 2009 31, 2010<br />

At cost<br />

Computer software 13,232,317 - - 13,232,317<br />

Less Accumulated amortization<br />

Computer software (4,097,910) (2,646,463) - (6,744,373)<br />

Intangible assets - net 9,134,407 6,487,944


106<br />

In Baht<br />

Consolidated/Separate<br />

Balance as at Additions Deduction Balance as at<br />

December<br />

December<br />

31, 2008 31, 2009<br />

At cost<br />

Computer software 6,250,440 6,981,877 - 13,232,317<br />

Less Accumulated amortization<br />

Computer software (2,503,601) (1,594,309) - (4,097,910)<br />

Intangible assets - net 3,746,839 9,134,407<br />

16. OTHER NON-CURRENT ASSETS - NET<br />

Other non - current assets - net consists of the following :<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Property foreclosed - net from<br />

accumulated depreciation 5,200,852 5,200,852 4,121,865 4,121,865<br />

LessAllowance for impairment (2,371,106) (2,266,106) (1,307,119) (1,307,119)<br />

Property foreclosed - net 2,829,746 2,934,746 2,814,746 2,814,746<br />

Non-operated machinery 4,647,318 4,647,318 4,647,318 4,647,318<br />

LessAllowance for impairment (4,647,318) (4,647,318) (4,647,318) (4,647,318)<br />

Non-operated machinery - net - - - -<br />

Deposit and guarantee 6,403,835 5,830,983 322,692 102,419<br />

Leasehold right - land, net 8,321,771 8,440,243 - -<br />

Prepaid rental land expenses 14,539,333 13,454,894 - -<br />

Restricted deposit 761,507 760,309 - -<br />

Total 32,856,192 31,421,175 3,137,438 2,917,165<br />

For the years ended December 31, 2010 and 2009 the subsidiaries has amortization Leasehold right – land in<br />

statements of income amount of Baht 2.2 million and Baht 2.0 million, respectively.


107<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Beginning balance 6,913,424 6,913,424 5,954,437 5,954,437<br />

Increase 105,000 - - -<br />

Decrease - - - -<br />

Ending balance 7,018,424 6,913,424 5,954,437 5,954,437<br />

The Company’s property foreclosed comprises land of which the Company takes possession from its accounts<br />

receivable.<br />

The subsidiary’s property foreclosed comprises land which was seized from its accounts receivable as well as<br />

the land and the old office building.<br />

The restricted deposit of the two subsidiaries was used to guarantee against the legal case, which was charged<br />

on the subsidiary, seeking damages as of December 31, 2010 and 2009 in the amount of Baht 0.68 million and 0.66<br />

million respectively (the subsidiaries above has already made a complete and full record of the damages) and to<br />

guarantee against the other subsidiaries for electricity usage amount of Baht 0.11 million.<br />

17. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS<br />

Bank overdrafts and short-term loans from financial institutions consists of the following :<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Bank overdrafts 75,412 2,089,318 75,412 -


108<br />

Million Baht<br />

Credit line<br />

As at As at Rate Due Date Guarantee<br />

December December<br />

31, 2010 31, 2009<br />

Bank overdraft<br />

The Company 40 30 At the floating rate at One year - By the mortgage of land and<br />

MOR per annum<br />

the existing and future<br />

construction thereon<br />

The subsidiaries 44.80 44.80 At the floating rate at One year - By the mortgage of the major<br />

MOR per annum to MOR<br />

portion of land and the existing<br />

less 0.5% per annum<br />

and future construction thereon<br />

- By the mortgage of land and<br />

construction (property<br />

foreclosed) ***<br />

- By the Company<br />

Short-term loans<br />

The Company 1,500 1,150 At the floating rate at the Due at call - By the mortgage of land and the<br />

lower of at MLR - 1.5%<br />

existing and future construction<br />

and MMR per annum<br />

thereon<br />

At the average floating rate - By a subsidiary<br />

In 2010 : 2.64% per annum<br />

In 2009 : 3.00% per annum<br />

The subsidiaries 620 570.21 At the floating rate at Due at call - By the mortgage of the major<br />

MMR per annum<br />

portion of land and the existing<br />

At the average floating rate and future construction thereon<br />

In 2009 : 4.01% per annum - By the mortgage of land and<br />

construction (property<br />

foreclosed) ***<br />

- By the Company<br />

As at December 31, 2010 and 2009, as for the short - term loans in subsidiary credit line 620 Baht million and<br />

Baht 570.21 million, respectively, the Company has a joint credit line of short-term loan with the subsidiary in the<br />

amount of Baht 520 million.


109<br />

Million Baht<br />

Credit line<br />

As at As at Rate Due Date Guarantee<br />

December December<br />

31, 2010 31, 2009<br />

Liabilities under trust<br />

receipts<br />

The Company 70 20 At the floating rate at Maturity on - By the mortgage of land and<br />

MLR less 1.5% per annum agreement the existing and future<br />

construction thereon<br />

- By a subsidiary<br />

The subsidiaries 20 119.79 At the floating rate at Maturity on - By the mortgage of the major<br />

MOR per annum agreement portion of land and the existing<br />

and future construction thereon<br />

- By the mortgage of land and<br />

construction (property<br />

foreclosed) ***<br />

- By the Company<br />

*** As at July 3, 2009, the subsidiary sold land and the old office building (property foreclosed) and the<br />

subsidiary has redeemed the mortgaged on that day.<br />

The Company and its subsidiaries have to comply with the covenants and adhere to the terms under the bank<br />

overdraft and short-term loan agreements, such as not to default on loan payments, not to transfer right or entitlement,<br />

not to change type of business unless prior approval is obtained from the lender, not to change the management<br />

structure and to name the lender as the beneficiary of the asset protection insurance, etc.<br />

18. TRADE ACCOUNTS PAYABLE AND NOTES PAYABLE<br />

Trade accounts and notes payable classified by foreign currencies as at December 31, 2010 and 2009 are as follows :<br />

Consolidated<br />

In Currencies (Units)<br />

In Baht<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Baht 479,020,577 435,332,972 479,020,578 435,332,972<br />

Euro 354,767 235,468 14,278,078 11,332,719<br />

US. Dollar 82,367 - 2,495,421 -<br />

495,794,077 446,665,691


110<br />

Separate<br />

In Currencies (Units)<br />

In Baht<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Baht 246,198,279 229,114,233 246,198,279 229,114,233<br />

Euro 232,205 167,145 9,345,410 8,044,404<br />

US. Dollar 82,367 - 2,495,421 -<br />

258,039,110 237,158,637<br />

19. PROVIDENT FUND - PENDING RETURN<br />

In Baht<br />

Consolidated<br />

As at December As at December<br />

31, 2010 31, 2009<br />

Beginning balance 47,181,413 46,224,281<br />

Increase in provident fund in the years 2,395,977 2,246,055<br />

Payment in the years (1,206,574) (1,288,923)<br />

Ending balance 48,370,816 47,181,413<br />

The subsidiary contributes to the old provident fund, which is self - managed by the subsidiary, an amount<br />

based on the number of years employed at the rate specified and subsidiary paid benefit to such provident fund at rate<br />

5.5% per annum as per the subsidiary’s regulations. The employees will receive the portion contributed by the<br />

subsidiary plus interest upon their termination.<br />

20. PROVIDENT FUND<br />

The Company established a provident fund covering all of its employees in accordance with the provident Fund<br />

Act B.E. 2530. The employees contribute to the fund at the amount equivalent to 5% of the basic salaries and the<br />

Company contributes to each employee an amount based on the number of years employed at the specified rate. The<br />

Company appointed a fund manager to manage the fund in accordance with the terms and conditions prescribed in<br />

the Provident Fund Act B.E.2530.<br />

A subsidiary established a provident fund covering all of its employees, which the fund is a self-managed fund<br />

(not in accordance with the Provident Fund Act B.E.2530). The employees contribute to the fund at the amount<br />

equivalent to 5% of the basic salaries and the subsidiary contributes an amount based on the number of years<br />

employed at the specified rate.


111<br />

Since July 1, 2003, the said subsidiary established a provident fund covering all of its employees in accordance<br />

with the Provident Fund Act B.E. 2530. The employees contribute at the amount equivalent to 5% of the basic salaries<br />

and the subsidiary contributes an amount based on the number of years employed. The subsidiary appointed a fund<br />

manager to manage the fund in accordance with the terms and conditions prescribed in the Provident Fund Act B.E.<br />

2530. The old provident fund remains with the subsidiary and is presented as “Provident fund - pending return” in the<br />

subsidiary’s balance sheet. (Note 19)<br />

The Company and its subsidiary’s contribution for the years ended as at December 31, 2010 and 2009<br />

amounted to Baht 16.05 million and Baht 15.11 million, respectively. (Separated: Baht 7.71 million and Baht 7.26 million,<br />

respectively)<br />

21. LEGAL RESERVE<br />

Under the provision of the Public Limited Companies Act B.E.2535, the Company and its subsidiary are<br />

required to appropriate at least 5% of its annual net income after deduction of the deficit brought forward (if any) as<br />

reserve fund until the reserve reaches 10% of the authorized share capital. This legal reserve is not available for dividend<br />

distribution.<br />

The Company and its subsidiary’s reserve has already reached 10% of the authorized share capital.<br />

Under the provision of the Civil and Commercial Code, the subsidiaries is required to set aside as legal reserve<br />

at least 5% of earnings at each dividend declaration until the reserve reaches 10% of the registered capital. This legal<br />

reserve is not available for dividend distribution.<br />

The two subsidiaries’ reserves have already reached 10% of the authorized share capital.<br />

22. EARNINGS PER SHARE<br />

Basic earnings per share is calculated by dividing the net income attributed to the shareholder’s equity of the parent<br />

company for the years by the weighted average number of ordinary shares which are issued and paid-up during the<br />

years.<br />

Consolidated<br />

Separate<br />

For the years ended December 31 For the years ended December 31<br />

2010 2009 2010 2009<br />

Net income attributed to the shareholder’s<br />

equity of the parent company (In Baht) 1,175,055,765 994,361,993 993,720,833 779,985,728<br />

Weighted average number of ordinary<br />

shares (Shares) 408,000,000 408,000,000 408,000,000 408,000,000<br />

Basic earnings per share (Baht per share) 2.88 2.44 2.44 1.91


112<br />

23. CASH DIVIDEND<br />

Announce to pay dividend Dividend paid<br />

Description Date Meeting Date Payment Per share Amount Amount<br />

of dividend (Baht) (Million) (Million)<br />

At the board of directors<br />

meeting the board of<br />

directors passed the<br />

resolution to approve the<br />

payment of dividend :<br />

The year 2010, final On January 25 , 2011* On May 4 , 2011 0.58 236.64 -<br />

Total -<br />

The third quarter 2010 On October 26 , 2010 On November 22, 2010 0.70 285.60 285.60<br />

The second quarter 2010 On July 27, 2010 On August 20, 2010 0.80 326.40 326.40<br />

The first quarter 2010 On April 27, 2010 On May 27, 2010 0.80 326.40 326.40<br />

The year 2009, final On January 26, 2010** On May 6, 2010 0.55 224.40 224.40<br />

Total 1,162.80<br />

The third quarter 2009 On October 27, 2009 On November 26, 2009 0.50 204.00 204.00<br />

The second quarter 2009 On July 28, 2009 On August 27, 2009 0.48 195.84 195.84<br />

The first quarter 2009 On April 28, 2009 On May 27, 2009 0.55 224.40 224.40<br />

The year 2008, final On January 27, 2009 On May 7, 2009 0.28 114.24 114.24<br />

Total 738.48<br />

* The Board of Directors will propose the dividend payment to the 2011 ordinary shareholders’ meeting on April<br />

26, 2011.<br />

** At the shareholders’ meeting for 2010, held on April 27, 2010, the shareholders approved for such dividend<br />

payment.<br />

24. TRANSACTIONS WITH RELATED PARTIES<br />

The financial statements include transactions with related parties and the financial statements reflect the effects<br />

of these transactions on the basis determined by the companies concerned.<br />

Company<br />

Relationship<br />

- Tile Top Industry Public. Co., Ltd. Subsidiaries Company<br />

- Pick and Pay Co., Ltd. Subsidiaries Company<br />

- Muangthong Ceramic Co., Ltd. Subsidiaries Company<br />

- World Wide Ceramic Co., Ltd. Subsidiaries Company<br />

- Acapulco Co., Ltd. A related parties of the Company<br />

- Mr. Roongroj Saengsastra Director of the Company and Subsidiaries<br />

- Mr. Monrak Saengsastra Director in Subsidiaries Company<br />

- Mr. Marut Saengsastra Director in Subsidiaries Company


113<br />

24.1 Transactions with related parties consist mainly of:<br />

In Baht<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Trade accounts receivable and other - subsidiaries<br />

- Pick and Pay Co., Ltd. - - 446,144,377 452,603,434<br />

- Muangthong Ceramic Co., Ltd. - - 187,827,934 234,098,191<br />

- World Wide Ceramic Co., Ltd. - - 224,707,252 224,869,611<br />

858,679,563 911,571,236<br />

Trade accounts payable and other - subsidiaries<br />

- Tile Top Industry Public Co., Ltd - - 521,570,628 398,103,801<br />

- Pick and Pay Co., Ltd. - - 77,425 10,000<br />

- Muangthong Ceramic Co., Ltd. - - - 7,000<br />

- World Wide Ceramic Co., Ltd. - - - 6,000<br />

521,648,053 398,103,801<br />

In Baht<br />

Consolidated Separate<br />

For the years ended For the years ended<br />

December 31, December 31,<br />

Price Policy 2010 2009 2010 2009<br />

Sales - finished goods<br />

At the parent company<br />

- Pick and Pay Co., Ltd. concerned, market competicable - - 2,365,164,395 1,956,784,975<br />

- Muangthong Ceramic Co., Ltd. but more than cost - - 1,507,391,960 1,422,217,339<br />

- World Wide Ceramic Co., Ltd. - - 826,405,296 748,423,187<br />

4,698,961,561 4,127,425,501<br />

Sales - raw materials and supplies At cost<br />

- Tile Top Industry Public Co., Ltd - - 4,606,261 4,414,841<br />

- Pick and Pay Co., Ltd. - - 724,269 997,282<br />

5,330,530 5,412,123<br />

Rental charges and branches<br />

- Tile Top Industry Public Co., Ltd 30,000 Baht per month - - 360,000 360,000<br />

- Pick and Pay Co., Ltd. 10,000 Baht per month - - 120,000 120,000<br />

100,000 Baht per month 1,100,000 -<br />

- Muangthong Ceramic Co., Ltd. 12,000 Baht per month - - 144,000 144,000<br />

- World Wide Ceramic Co., Ltd. 3,000 Baht per month - - 36,000 36,000<br />

1,760,000 660,000


114<br />

In Baht<br />

Consolidated Separate<br />

For the years ended For the years ended<br />

December 31, December 31,<br />

Price Policy 2010 2009 2010 2009<br />

Management income<br />

- Tile Top Industry Public Co., Ltd 1,000,000 Baht per month - - 12,000,000 12,000,000<br />

- Pick and Pay Co., Ltd. 360,000 Baht per branch for<br />

year 2010 and 100,000 Baht<br />

per branch for year 2009 - - 28,230,000 7,456,989<br />

- Muangthong Ceramic Co., Ltd. 360,000 Baht per branch for<br />

year 2010 and 100,000 Baht<br />

per branch for year 2009 - - 19,841,666 5,900,000<br />

- World Wide Ceramic Co., Ltd. 360,000 Baht per branch for<br />

year 2010 and 100,000 Baht<br />

per branch for year 2009 - - 10,488,333 3,100,000<br />

70,559,999 28,456,989<br />

Pur Purchases - finished goods<br />

- Tile Top Industry Public Co., Ltd At the parent company<br />

concerned, market<br />

competicable but more<br />

than cost - - 2,085,438,341 1,774,668,457<br />

- Pick and Pay Co., Ltd At cost - - 186,111 95,890<br />

- Muangthong Ceramic Co., Ltd. At cost - - 4,445,806 61,802<br />

- World Wide Ceramic Co., Ltd. At cost - - 47,944 32,715<br />

2,090,118,202 1,774,858,864<br />

Purchases - raw materials and supplies<br />

- Tile Top Industry Public Co., Ltd At cost - - 11,856,670 10,679,716<br />

Management fee<br />

- Tile Top Industry Public Co., Ltd 300,000 Baht per month - - 3,600,000 3,600,000<br />

Rental land expenses<br />

- Mr. Roongroj Saengsastra 1,000,000 Baht per branch 1,000,000 1,000,000 - -<br />

- Mr. Monrak Saengsastra and<br />

- Mr. Marut Saengsastra 1,000,000 Baht per branch 1,000,000 1,000,000<br />

- Acapulco Co., Ltd. 81,250 Baht per month 975,000 975,000 - -<br />

24.2 Guarantee<br />

The Company had placed a guarantee on its subsidiary’s credit facilities with a local bank approximately<br />

Baht 795 million. The Company did not charge for guarantee fee.<br />

As at December 31,2010 and 2009, The subsidiary had guaranteed on the Company’s credit facilities with<br />

a local bank of Baht 400 million and 1,220 million, respectively. The subsidiary do not charge for guarantee fee.


115<br />

25. GEOGRAPHICAL SEGMENT FINANCIAL INFORMATION<br />

Geographical segment financial information of the Company and subsidiaries for the years ended December<br />

31, 2010 and 2009 are as follows :<br />

In Baht<br />

For the years ended December 31,<br />

Domestic Foreign Total<br />

2010 2009 2010 2009 2010 2009<br />

Net sales 6,327,626 5,730,766 185,313 153,099 6,512,939 5,883,865<br />

Cost of sales (3,494,471) (3,272,541) (135,273) (111,451) (3,629,744) (3,383,992)<br />

Gross margin on sales 2,833,155 2,458,225 50,040 41,648 2,883,195 2,499,873<br />

As at December 31<br />

Fixed assets - net 2,075,051 1,980,879<br />

Others 1,639,936 1,651,430<br />

Total assets 3,714,987 3,632,309<br />

Geographical segment financial information of Separated for the years ended December 31, 2010 and 2009 are<br />

as follows:<br />

In Baht<br />

For the years ended December 31,<br />

Domestic Foreign Total<br />

2010 2009 2010 2009 2010 2009<br />

Net Sales 5,719,282 5,174,856 185,313 153,099 5,904,595 5,327,955<br />

Cost of sales (3,698,853) (3,452,404) (135,273) (111,451) (3,834,126) (3,563,855)<br />

Gross margin on sales 2,020,429 1,722,452 50,040 41,648 2,070,469 1,764,100<br />

As at December 31,<br />

Fixed assets - net 873,698 820,406<br />

Others 1,693,095 1,761,867<br />

Total assets 2,566,793 2,582,273<br />

Gross margin on sales of each geographical segment is derived from deducting the sales amounts by the cost<br />

of sales which is calculated by averaging the total gross margin on sales of the Company and its subsidiaries.<br />

Other assets are mainly consisted of cash on hand and in banks, accounts and notes receivable - trade,<br />

inventories,investment in subsidiaries and others.


116<br />

26. EXPENSES BY NATURE<br />

Significant expenses by nature are as follow :<br />

In Baht<br />

Consolidated<br />

Separate<br />

For the years ended December 31,For the years ended December 31,<br />

2010 2009 2010 2009<br />

Changes in inventories of finished goods<br />

and work in process (105,668,717) 194,084,661 3,256,822 228,845,506<br />

Raw materials and consumables used 2,447,404,418 1,621,254,068 859,025,892 783,945,742<br />

Employee benefit cost 521,060,097 485,095,398 179,192,108 167,077,161<br />

Depreciation and amortization 339,362,793 331,921,410 151,227,726 152,458,161<br />

Allowance for obsolete products 9,665,377 49,005,493 9,859,390 48,227,941<br />

The employee benefit cost was consisted of salary, bonus, welfare, social security and contribution to<br />

provident fund.<br />

27. MANAGEMENT BENEFIT EXPENSES<br />

In Baht<br />

Consolidated<br />

Separate<br />

For the years ended December 31,For the years ended December 31,<br />

2010 2009 2010 2009<br />

Management benefit expenses 37,403,124 32,365,780 29,045,824 24,839,540<br />

Management benefit expenses represents the benefits paid to the Company’s management such as salaries<br />

and related benefit including the benefit paid by other means. The Company’s management is the persons who are<br />

defined under the Securities and Exchange Act.<br />

28. CORPORATE INCOME TAX<br />

In 2010, the Company had written-off bad debt of account receivable which was recorded allowance for<br />

doubtful account in prior year amount of Baht 47.51 million (Note 8) due to the Company received the report of seize<br />

asset from the legal Execution Department, there has no any asset of account receivable to execute, and included<br />

expenses in tax calculation.


117<br />

29. COMMITMENTS AND CONTINGENT LIABILITIES<br />

As at December 31, 2010, the Company and its subsidiaries:<br />

29.1 Had contingent liabilities from letters of guarantee issued by a bank on behalf of the Company of approximately<br />

Baht 16.75 million for the Company and amounting to Baht 41.25 million for the subsidiary.<br />

29.2 Had commitment to pay under the agreement for construction of building in Baht 17.64 million for the<br />

subsidiaries (excluding Vat).<br />

29.3 Had commitments under operating lease agreements.<br />

The Company and its subsidiaries had commitments to pay for the lease payments under the vehicle and<br />

land lease agreements as follows:<br />

Million Baht<br />

Vehicle lease agreement<br />

Within<br />

1 year 52.34<br />

2 - 5 years 70.78<br />

Land lease agreement<br />

Within<br />

1 year 44.28<br />

2 - 5 years 106.99<br />

after 5 years 37.70<br />

29.4 The Company and its subsidiary’s has credit line do not use financial institutions amount of Baht 1,813.25<br />

million and Baht 2,583.85 million, respectively.<br />

30. FINANCIAL INSTRUMENTS<br />

30.1 Accounting policies<br />

Details of the significant accounting policies are disclosed in Note 4.<br />

30.2 Financial risk management<br />

The Company and its subsidiaries manage their financial risk exposure on financial assets and financial<br />

liabilities in normal business by the internal management and control system and the Company and its<br />

subsidiaries do not held or issue any derivative instruments.<br />

30.3 Credit risk<br />

The Company and its subsidiaries were exposed to credit risk primarily with respect to trade and notes<br />

accounts receivable. The Company has a prudent credit policy and maintains a well - diversified customer<br />

base. The subsidiary sell its product to Separated. The maximum credit risk exposure is equal to the book<br />

value of accounts receivable in the balance sheet.


118<br />

30.4 Interest rate risk<br />

Interest rate risk arises from the potential change in interest rate that will have an adverse effect on the<br />

Company and its subsidiaries in the current reporting period and in future periods. The Company and its<br />

subsidiaries do not expect to incur material incremental effect on its interest expense.<br />

30.5 Foreign currency risk<br />

The Company and its subsidiaries’ exposure to foreign currency risk relates to their foreign accounts payable<br />

in US dollars and EURO. However, the Company and its subsidiaries do not expect to incur material effect<br />

from the exchange rate.<br />

The Company and its subsidiaries have foreign currency assets and liabilities as follows :<br />

Consolidated<br />

Separate<br />

As at December As at December As at December As at December<br />

31, 2010 31, 2009 31, 2010 31, 2009<br />

Assets - USD 259,027 165,908 259,027 165,908<br />

Liabilities -USD 82,367 16,264 82,367 16,264<br />

Liabilities - EURO 354,766 235,468 232,205 167,145<br />

30.6 Fair Value<br />

The fair value of significant financial assets and financial liabilities does not differ from their carrying value<br />

except for the fair value of investment in subsidiaries, liabilities under financial lease agreements and provident<br />

fund which cannot be properly calculated, accordingly, no disclosure is made.<br />

31. CAPITAL MANAGEMENT<br />

The primary objectives of the Company’s and its subsidiaries’ capital management are to maintain their abilities to<br />

continue as a going concern and to maintain an appropriate capital structure.<br />

As at December 31, 2010 and 2009, debt to equity ratio in the consolidated financial statements is 0.36: 1 and<br />

0.34: 1, respectively (the separate financial statements: debt to equity ratio is 0.76 : 1 and 0.58 : 1, respectively).<br />

32. RECLASSIFYING FOR PRESENTATION OF FINANCIAL STATEMENT<br />

Certain amounts in the financial statements for the years ended December 31, 2009 have been reclassified to<br />

conform to the current years classification but with no effect to previously reported net income or shareholders’<br />

equity.<br />

33. AUTHORIZATION FOR ISSUE OF FINANCIAL STATEMENTS<br />

These financial statements have been approved by the Company’s board of director on February 22, 2011.


www.dynastyceramic.com

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