บริษัท ไดนาสตี้เซรามิค จำกัด (มหาชน) - Dynasty TileTop
บริษัท ไดนาสตี้เซรามิค จำกัด (มหาชน) - Dynasty TileTop
บริษัท ไดนาสตี้เซรามิค จำกัด (มหาชน) - Dynasty TileTop
- No tags were found...
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
<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