Annual Report 2548 Dynasty Ceramic Public ... - Dynasty TileTop
Annual Report 2548 Dynasty Ceramic Public ... - Dynasty TileTop
Annual Report 2548 Dynasty Ceramic Public ... - Dynasty TileTop
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
<strong>Annual</strong> <strong>Report</strong> <strong>2548</strong><br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited
Content<br />
ข ้อมูลทั่วไปของบริษัท<br />
General Information<br />
การเปลี่ยนแปลงที่ส<br />
าคัญในรอบปี <strong>2548</strong> Major changes in 2005<br />
ข ้อมูลที่ส<br />
าคัญทางการเงิน Financial Highlight<br />
สารจากประธานกรรมการ Message from the Chairman<br />
คณะกรรมกาบริษัท Board of Directors<br />
คณะกรรมการตรวจสอบ Audit Committee<br />
โครงสร ้างผู ้ถือหุ ้น Shareholders Structure<br />
ลักษณะการประกอบธุรกิจ Nature of Business<br />
ปัจจัยความเสี่ยง<br />
Risk Factors<br />
การก ากับดูแลกิจการและ Corporate Governance<br />
โครงสร ้างการจัดการ & Management Structure<br />
รายการระหว่างกัน Related Transactions<br />
ค าอธิบายและการวิเคราะห์ของฝ่ ายจัดการ Management discussion & Analysis<br />
รายงานความรับผิดชอบของคณะกรรมการ Board of Directors’ Responsibility<br />
ต่อรายงานทางการเงิน For Financial <strong>Report</strong><br />
รายงานของผู ้สอบบัญชีรับอนุญาติ Auditor’s <strong>Report</strong><br />
หน้า/Page<br />
งบการเงินและหมายเหตุประกอบงบการเงิน Financial <strong>Report</strong> & Notes to Financial <strong>Report</strong>
GENERAL INFORMATION<br />
Company <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited<br />
Company registration Bor.Mor.Jor. (PCL) 321 (0107537000742)<br />
Established 1 August 1989<br />
Listing on the SET 3 January 1992, trading under the abbreviation “DCC” under the<br />
construction materials group.<br />
Nature of business Core business: Manufacturer and distributor of ceramic floor and wall<br />
tiles under "<strong>Dynasty</strong>", "Tomahawk", "Jaguar", "Navar" brand. Also, it<br />
purchases the ceramic floor, wall and decorative tiles from Tile Top<br />
Industry <strong>Public</strong>, Co., Ltd., which is one of the subsidiaries of the<br />
Company.<br />
Augmented business: Local distributor through its subsidiaries: Pick &<br />
Pay Co., Ltd., Muangthong <strong>Ceramic</strong>s Co., Ltd., and World Wide<br />
<strong>Ceramic</strong>s Co., Ltd. In addition, <strong>Dynasty</strong> <strong>Ceramic</strong> imports Polished<br />
Porcelain tiles from China for sales, as well as Sanitary wares and other<br />
related products such as Tile fixed 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 The Company has 4 subsidiaries : Tile Top Industry Co., Ltd., Pick and Pay<br />
Co.,Ltd. Muangthong <strong>Ceramic</strong> Co., Ltd., and World Wide <strong>Ceramic</strong> Co.,<br />
Ltd, in which it holds an equity stake of 96 percent of the registered and<br />
paid-up capital.<br />
Head Office Address 37/7 Suthisarn-Winijchai, Road,Samsen-Nok, Sub-district<br />
Huay Kwang District, Bangkok 10320.<br />
Tel. 0-2276-9275-81Fax.0-2276-0313-17<br />
Homepage http://www.dynastyceramic.com<br />
DCC Factory Address 54/8 Moo3,Suwannasorn Road, Koke Yae Sub-District,<br />
Nong Kae District, Saraburi Province 18230<br />
Tel. 036-379023-4 Fax. 036-371024<br />
Tile Top Factory Address 3/2 Moo 8, Paholyothin Road, Nong Khai Nam<br />
Sub district, Nong Khae District, Saraburi Province 18140<br />
Tel. 036-371815 Fax. 036-371111<br />
Subsidiary Outlets By the end of 2005, there are a total of 110 branches distributors located<br />
nation-wide in forms of factory outlets.
Executive Summary<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited was formerly known as Royal Floor Tiles Co.,<br />
Ltd. Its primary business is the manufacture and distribution of ceramic tiles under "<strong>Dynasty</strong>",<br />
"Tomahawk", "Jaguar", "Navar" trademark. The Company was founded on 1 August 1989, listed on<br />
the Stock Exchange of Thailand on 3 January 1992, and registered as a <strong>Public</strong> Company on 9 March<br />
1994. At present, the registered capital is 408 million shares, with capital paid-up at a par value of 1<br />
Baht per share, of which 77.41 percent is held by Thai nationals and 22.59 percent is held by foreign<br />
nationals. (As of the close of the share registrar on 28 February 2006).DCC had 4 Subsidiaries<br />
Company:<br />
1. Tile Top Industry <strong>Public</strong> Company Limited. The Company is currently therefore the major<br />
shareholder in Tile Top Industry <strong>Public</strong> Co., Ltd. with an equity stake of 96.83 percent. Tile<br />
Top Industry <strong>Public</strong> Co., Ltd., which was likewise a producer of ceramic tiles with a factory<br />
located in the same vicinity as <strong>Dynasty</strong>’s factory, at Nong Kae District, Saraburi Province.<br />
The Company purchases the entire production output of Tile Top Industry <strong>Public</strong> Co., Ltd. for<br />
sole distribution, in order to economize on marketing and transportation costs.<br />
2. Pick and Pay Company Limited. The Company is currently holding an equity stake of 97.99<br />
of the registered capital. Pick and Pay Co., Ltd performed its business as the sold agent for<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Ltd., which has a total of 43 outlet stores located through<br />
out Thailand.<br />
3. Muangthong <strong>Ceramic</strong> Company Limited. The Company is currently holding an equity stake<br />
of 98.98 of the registered capital. Muangthong <strong>Ceramic</strong> Co., Ltd performed its business as<br />
the sold agent for <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Ltd., which has a total of 54 outlet stores<br />
located through out Thailand.<br />
4. World Wide <strong>Ceramic</strong> Company Limited. The company is currently holding an equity stake of<br />
99.93 of the registered capital. World Wide <strong>Ceramic</strong> Co., Ltd performed its business as the<br />
sold agent for <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Ltd.which has a total of 13 outlet stores<br />
located through out Thailand.<br />
In addition, <strong>Dynasty</strong> <strong>Ceramic</strong> imports polish porcelain tiles from China for sale, as well as a<br />
purchaser of sanitary ware and other related products. The company and its subsidiary implemented<br />
an ongoing expansion of production capacity, allowing the combined production capacity of both<br />
firms to increase up to 40 million square metres per year. The Company’s sales have therefore grown<br />
significantly and it currently enjoys the largest capacity and market share of ceramic tile products in<br />
the country.
Major Changes in 2005<br />
1. The company planed to expand it’s capacity of the ceramic floor tile at <strong>Dynasty</strong> <strong>Ceramic</strong> Plant.<br />
The plan is to expand a plant that is able to install four more machinery under an investment capital of<br />
600 million Baht. It is expected to raise the production capacity during March 2006 for 500,000 sq.<br />
meters per month and during the end of 2006 up to 1.0 million sq. meters per month. In another word,<br />
the production will increase from 40 million sq. meters per year to 52 million sq. meters per year.<br />
2. On 31 October 2005, the company purchased common shares of the three major ceramic<br />
distributors from the old shareholders for a total amount of 17,252,900 Baht. The three distributors are:<br />
1) Pick and Pay Co., Ltd for 117,593 shares or 97.99% of the registered capital.<br />
Par value is 100 Baht per share, for a total amount of 11,759,300 Baht.<br />
2) Muangthong <strong>Ceramic</strong>s Co., Ltd for 44,993 shares or 99.98 % of the registered<br />
Capital. Par value is 100 shares, for a total amount of 4,499,300 Baht.<br />
3) World Wide <strong>Ceramic</strong>s Co., Ltd for 9,993 shares of 99.93% of the registered<br />
Capital. Par value is share, for a total amount of 999,300 Baht.<br />
The purchase of shares will have a positive effect toward the company in a way that DCC can<br />
gain a competitive advantage in a market since the three major distributors have 104 local branches,<br />
which will lead the company to enforce prototype, indicate operation process, and reduce risk in<br />
relying mostly upon the major customers. Moreover, not only it will grant an opportunity for the<br />
company’s product to reach the end user who is the consumers in the rural provinces, but also it will<br />
enlarge customer base and lessen the degree in depending on the distributors, resulting in a more<br />
competitive selling price compared to competitors.<br />
Summary of the Operating Result in 2005<br />
The company and its subsidiary had a total sales revenue of 4,255 million Baht, which was<br />
516 million Baht or 14 percent increased from the previous year. In addition, Gross Profit was 1,591<br />
million Baht or 37 percent of net revenue, which was equivalent to the year 2004. Net profit rose 74<br />
million Baht or 11 percent (from 675 million Baht in 2004 to a 749 million Baht in 2005). The Board<br />
of Directors considered it appropriate to propose for approval from the Shareholders’ Meeting for the<br />
provision of 2005 annual dividends in the rate of 1.30 baht per share or 71 percent of the earning per<br />
share. Interim dividends were therefore paid for 3 quarters of 2005 at a total rate of 1.09 baht per<br />
share totally 444.72 million Baht. For the remaining 4 th quarter, authorization was proposed for the<br />
payment of another dividend in the rate of 0.21 Baht per share totally 85.68 million Baht. After<br />
dividend payment was approved on 28 April 2006, the payment of another dividend will be paid on 4<br />
May 2006.
SUMMARY OF FINANCIAL DATA IN THE PAST 5 YEARS<br />
Million Baht<br />
Consolidated Income Statement 2005 2004 2003 2002 2001<br />
Total Revenue 4,301 3,785 3,215 2,338 1,637<br />
Net Sales 4,255 3,739 3,165 2,251 1,585<br />
Cost of Sales (2,710) (2,402) (2,131) (1,590) (1,198)<br />
Gross Profit (Exclude Other Revenue) 1,591 1,337 1,034 661 387<br />
Selling and Administration Expenses (485) (397) (363) (295) (203)<br />
EBITDA 1,371 1,286 970 597 356<br />
Net Profit after Tax 749 675 502 364 175<br />
Earning per Share (Baht) 1.84 1.66 1.23 0.89 0.43<br />
Consolidated Balance Sheet<br />
Total Assets 4,144 3,303 3,173 2,796 2,453<br />
Total Liabilities 2,273 1,633 1,725 1,416 1,229<br />
Total Shareholders’ Equities 1,871 1,670 1,448 1,379 1,224<br />
Financial Ratios<br />
Profitability Ratio (%) 17.45 17.84 15.61 15.57 10.69<br />
Debt: Equity Ratio (times) 1.21 0.98 1.19 1.03 1.00<br />
Return on Total Asset (%) 18.07 20.45 15.82 13.02 7.13<br />
Return on Equity (%) 40.02 40.44 34.67 26.40 14.30<br />
Book Value per Share (Baht) 4.59 4.09 3.55 3.38 3.00<br />
Dividend per Share (Baht) 1.34 1.18 0.65 0.48 0.80<br />
Dividend Yield (%) 72.83 71.08 52.85 53.80 18.60
2.0<br />
1.8<br />
1.6<br />
1.4<br />
1.2<br />
1.0<br />
เงินปันผลจ่าย/ก าไรต่อหุ ้น<br />
DIVIDEND & EARNING Per SHARE<br />
0.8<br />
0.65<br />
2,000<br />
1,637<br />
0.6 0.44<br />
0.475<br />
1,500<br />
0.4 ส ัดส่วนการตลาด /MARKET SHARE<br />
0.2 0.075<br />
1,000 สินทร ัพย์ หนี้สิน<br />
และส่วนของผู้ถือหุ้น 675<br />
364<br />
502<br />
500 175<br />
749<br />
0.0<br />
2001 2002 2003 2004 2005<br />
0<br />
2001 2002 2003 2004 2005<br />
TGCI<br />
12%<br />
UMI<br />
13%<br />
0.89<br />
RCI<br />
6%<br />
SOSUCO<br />
20%<br />
1.23<br />
1.66<br />
DCC<br />
27 %<br />
TCC<br />
22%<br />
1.18<br />
1.84<br />
1.3<br />
4,500<br />
4,000<br />
3,500<br />
3,000<br />
2,500<br />
4500<br />
4000<br />
3500<br />
3000<br />
2500<br />
2000<br />
1500<br />
1000<br />
500<br />
0<br />
2453<br />
ก ำไรสุทธิ / NET PROFIT<br />
ยอดขำย(NET SALES)<br />
2,338<br />
2796<br />
1229 1416<br />
1224 1379<br />
3173<br />
1725<br />
1448<br />
3303<br />
1633<br />
1670<br />
4144<br />
2273<br />
2001 2002 2003 2004 2005<br />
1871<br />
สินทรัพย์ ASSETS หนี้สิน LIABILITIES<br />
ส่ วนผู ้ถือหุ ้น EQITY<br />
3,215<br />
3,785<br />
4,301
MESSAGE FROM THE CHAIRMAN<br />
MAJOR CHANGES IN 2005<br />
In the year 2005, Thailand was still recovering from the biggest disaster in its history, the tidal<br />
wave, tsunami, which hit Thailand on late December 2004, wiping out many resorts, hotels,<br />
restaurants and along with one of Thailand’s vital economy: Tourism is Thailand’s main income, and<br />
80% of which was washed away with the wave. Not only tsunami, but also Bird flu had also had a<br />
significant influence on the export trade. The oil prices also rose intensively in the previous year<br />
causing inflation 4 to 5 percent during the third and fourth quarter of 2005. Since Thailand depends on<br />
foreign countries for oil, high oil prices directly affects our lives. In other words, higher oil prices<br />
cause higher living cost, which reduce consumption on normal goods such as clothes, accessories,<br />
buildings and other amenities. In consequence, Bank of Thailand adjusted interest rates tremendously<br />
to deflate domestically and to prevent the money outflow from Thailand. The rise in interest rates,<br />
which Bank of Thailand issued, had a major effect on construction industry as people put their<br />
constructions on hold. With all the economic crisis and public nuisance in the three states in the<br />
southern provinces, Thailand’s economy has been unrest.<br />
The recession of Thailand’s economy also has the impact on the company. However, with our<br />
marketing strategy, our products are not concentrating in one or two regions of Thailand. We spread<br />
our products according to the demand of the market covering every part of the country. Most of our<br />
customers are retailers who purchase our products mainly for repairing, so the stoppage of major<br />
constructions has very little impact on us. The company is also continuously reducing the cost of<br />
production, which has been one of our objectives; therefore, the increase in transportation cost and<br />
higher price of natural gas has very limited to no effect on our net profit compared to the year before.<br />
Summary Of Operating Result in 2005<br />
In the year 2005, construction materials and property markets are still on their positive trends.<br />
The number of requested area for construction permission increases 12 percent continuously from<br />
previous years. Major manufacturers increased their production approximately 15 million square<br />
meters per year. <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company, the leader in mid to low end tile market, are<br />
holding 27 percent of local market share. The company has been increasing its production steadily. At<br />
present, the company is capable of producing 40 million square meters per year, yet we still<br />
expanding to a capacity of 3.8 million square meters per month from 3.3 square meters per month.<br />
The first phase of factory expansion project will be completed in March 2006 with a total investment<br />
of 400 million baht. The company is also planning to expand its capacity to 4.3 million square meters<br />
per month during the second half of the year 2006 with another 200 million baht investment. The<br />
second factory-expansion phase is to be completed by the end of year 2006.<br />
In October 2005, the company has made an acquisition of the three tiles distribution agent<br />
companies including Pick and Pay Company Limited, Muangthong <strong>Ceramic</strong> Company Limited, and<br />
World Wide <strong>Ceramic</strong> Company Limited. The total investment was approximately 17 million baht.<br />
The acquisition was made to expand the output capability of the company to support our higher<br />
production volume. All three companies that <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company purchased already<br />
have 104 factory outlet stores located through out Thailand and they also have capability of opening<br />
more. Since the three companies are also our biggest account receivables with the ratio of 63 percent<br />
of the total receivable account, this made the company to be independent from relying largely on<br />
major customers.<br />
Net sales in 2005 were 4,255 million baht, which increased 14 percent from the previous year.<br />
The growth was according to the expansion of production capacity and the opening of factory outlet<br />
continuously through out the year; not to mention the increase in agencies in Bangkok and its outskirt.<br />
All of these have increased gross profit of the company and its partnership to 1,591 million baht,<br />
which is 37 percent, the same as the previous year. Due to a rigorous increase of 20 percent in the cost<br />
of natural gas, one of the main components in production process, the company has adjusted its selling<br />
prices 3 percent during April 2005 in order to support higher production cost. Therefore, the company
yielded a net profit after tax of 749 million baht or equivalent to 1.84 baht per share compared to 1.66<br />
baht per share in the previous year. The Board of Directors considered it appropriate to seek<br />
authorization from the Shareholders’ Meeting for the provision of 2005 annual dividends in the rate of<br />
1.30 baht per share. Interim dividends were therefore paid for 3 quarters of 2005 at a total rate of 1.09<br />
baht per share. For the remaining 4 th quarter, authorization was proposed for the payment of another<br />
dividend in the rate of 0.21 baht per share. The total dividend payout amount was 530.4million baht,<br />
or 71 percent of 2005 net profit.<br />
In the year 2006, the company is aware of the competition in ceramic tiles industry, which is<br />
expected to take place aggressively, both from local manufacturers and importers of tiles from China.<br />
However, most of Chinese’s tiles are porcelain tiles, which will not affect the company much in terms<br />
of quantity sold, and pricing strategy as the company can ensure customers of higher quality yet lower<br />
price of our product. The company also has a different distribution channel and a different targeted<br />
segment of customers from the importers. Even though the interest rate is, still increasing, but the rise<br />
in demand of mid-ended to low-ended construction buildings and materials are still on positive trend.<br />
The projected growth rate for 2006 that the company has set is approximately 20 percent from the<br />
expansion of 1 million square meters in production capacity and the increasing in numbers of factory<br />
outlet up to 200 outlets by the end of this year. In terms of market share, the company’s goal is to hold<br />
35% to 36% of local market share. The decreasing in demand of land and property industry will only<br />
slightly affect the company since our main income is from repairing work.<br />
Finally, The Board of Directors wishes to praise our entire employee who’s has been kindly<br />
contributing their effort, skill and dedicating to reduce the production cost and create a wide range of<br />
distinguished products. Also wishes to thank the Company’s shareholders, customers, product and<br />
service partners, for their invaluable support of the Company’s business and witnessing the success of<br />
our plans.All the members of the Board of Directors stand united in the mission to exercise the utmost<br />
judgment and skill in managing the Company on its continued journey to prosperity.<br />
(Roongroj Saengsastra)<br />
President
BOARD OF DIRECTORS 2005<br />
MAJOR CHANGES IN 2005<br />
1. Mr. Roongroj Saengsastra<br />
Age 56 years<br />
Position Chairman & President<br />
% Share on hand 24.07<br />
Family relationship among executives Miss Cattleya Saengsastra’s brother<br />
Highest Education Bachelor degree, Accounting, Chulalongkorn University<br />
Previous 5 years Experience President of <strong>TileTop</strong> Industry Company Limited,<br />
Construction Material Business.<br />
Illegal history within the past 10 years None
2. General Yutthasak Sasiprapha<br />
Age 69 years<br />
Position Independent Director, Audit Committee<br />
% Share on hand None<br />
Family relationship among executives None<br />
Highest Education Command and General Staff College, Chulachomklao Royal Military<br />
Academy<br />
Present : President of the Olympic Committee, Thailand<br />
Previous 5 years Experience- Deputy Defence Minister<br />
Illegal history within the past 10 years None<br />
3. Pol.Gen. Patcharawat Wongsuwan<br />
Age 56 years<br />
Position Independent Director<br />
% Share on hand None<br />
Family relationship among executives None<br />
Highest Education Master degree, Art Social, Kasetsart University<br />
Present : Deputy Commissionner-General(Administration) -Royal Thai Police<br />
Previous 5 years Experience :Assistant Commissionner-Royal Thai Police<br />
Illegal history within the past 10 years None<br />
4. Mr. Chaiyasith Viriyametakul<br />
Age 56 years<br />
Position Director<br />
% Share on hand 4.23<br />
Family relationship among executives None<br />
Highest Education Bachelor degree, Engineering, Chulalongkorn University<br />
Present : President of Vibhavadee Hospital PLC.<br />
Previous 5 years Experience President of Thai Rim Construction Co,,Ltd.<br />
Illegal history within the past 10 years None<br />
5. Miss. Cattleya Saengsastra<br />
Age 58 years<br />
Position Executive Committee and Company’s Secretary<br />
% Share on hand 2.7<br />
Family relationship among executives Sister of Mr. Roongroj Saengsastra<br />
Highest Education Bachelor degree (Honor), Accounting, Chulalongkorn University<br />
Directors Accreditation Program (DAP) 47/2005<br />
Previous 5 years Experience Audit Committee, S&P Syndicate PCL.<br />
Executive Vice President , <strong>TileTop</strong> Industry PCL.<br />
Illegal history within the past 10 years None<br />
6. Mr. Chana Suthiwangcharoen<br />
Age 58 years<br />
Position Vice President (Marketing)<br />
% Share on hand None<br />
Family relationship among executives None<br />
Highest Education Bachelor degree, Communication Arts, Chulalongkorn University<br />
Previous 5 years Experience Vice President (Marketing), <strong>TileTop</strong> Industry PCL.<br />
Illegal history within the past 10 years None
7. Mr. Surasak Kosiyajinda<br />
Age 63 years<br />
Position Independent Director/Audit Committee<br />
% Share on hand None<br />
Family relationship among executives None<br />
Highest Education Bachelor degree in Law, Tammasart University<br />
DAP Directors Accreditation Program 48/2005<br />
Previous 5 years Experience Jutturatham Law Office<br />
Illegal history within the past 10 years None<br />
8. Mrs. Pawanya Kritichart<br />
Age 58 years<br />
Position Independent Director and Audit Committee<br />
% Share on hand None<br />
Family relationship among executives None<br />
Highest Education Master degree, Business Management (Finance),<br />
University of Baltimore, Maryland, USA, DAP Directors Accreditation Program 50/2005<br />
Previous 5 years Experience President Thai Kaha Credit Franksier Co.,Ltd<br />
Illegal history within the past 10 years None<br />
9. Mr. Sanchai Janejarat<br />
Age 56 years<br />
Position Vice President (Production)<br />
% Share on hand 0.6<br />
Family relationship among executives None<br />
Highest Education Bachelor degree, Engineering, Chulalongkorn University<br />
Previous 5 years Experience Vice President (Production), <strong>TileTop</strong> Industry PCL.<br />
Illegal history within the past 10 years None<br />
10. Mr. Suvit Smarnpanchai<br />
Age 58 years<br />
Position Director<br />
% Share on hand 3.16<br />
Family relationship among executives None<br />
Highest Education High-School, Sahakunsuksa<br />
Previous 5 years Experience President, Ekasithpun Co.,Ltd.<br />
Illegal history within the past 10 years None
The Audit Committee<br />
The Board of Directors of the Company formally established an Audit Committee on 1 April<br />
1998. Audit Committee Directors serve terms of 3 years; the Committee currently comprises 3<br />
members, all of whom are Independent Directors, while the Vice President of the Internal Audit<br />
Office serves as Committee Secretary.<br />
The Audit Committee comprises the following members :<br />
1. Pol. Gen. Yuttasak Sasiprapa Chairman of the Audit Committee /<br />
Independent Director<br />
2. Mrs. Pawanya Kritchart Audit Committee Director / Independent Director<br />
3. Mr. Surasak Kosiyajinda Audit Committee Director / Independent Director<br />
4. Mr. Yingsak Taksinanont Secretary of the Audit Committee /<br />
Director of the Internal Audit Office<br />
The Audit Committee holds regular meetings, and in 2005 convened a total of 4 meetings,<br />
attended by all Committee members on every occasion. The results of each meeting are presented to<br />
the Board of Directors.<br />
Duties and responsibilities of the Audit Committee<br />
1. Review of the quarterly financial reports and the annual financial statements prior<br />
to submission to the Board of Directors and shareholders.<br />
2. Ascertain the effectiveness and sufficiency of risk management procedures and<br />
internal control systems.<br />
3. Determine the effectiveness and adequacy of internal audit activities.<br />
4. Ensure that the Company’s operations comply with the resolutions of the Board of<br />
Directors, in accordance with the regulations and Acts of the Stock Exchange of<br />
Thailand and any other relevant Laws.<br />
5. Prevent conflicts of interest and consider the disclosure of Company information in<br />
the event of connected transactions, or transactions with potential for conflict<br />
of interest, to ensure transparency and accuracy.<br />
6. Prepare and publish an auditor’s report on the corporate governance which has been<br />
signed by Chairman of the Audit Committee on the company’s annual report.<br />
7. Consider approval for the appointment of the corporate auditors and evaluate the<br />
performance of such auditors.
The 2005 <strong>Annual</strong> Audit Committee <strong>Report</strong><br />
The Audit Committee carries out its duties and responsibilities as assigned by the Board of<br />
Directors. Its key tasks include governance in accordance with the Articles of Association pertaining<br />
to the Audit Committee, including compliance with the guidelines for good corporate governance as<br />
well as the Board of Directors’ policies. The Committee is also responsible for the review of various<br />
information in relation to financial reporting, with the main details of its activities summarized in year<br />
2005 as following.<br />
1. Governance of the Company’s operations in accordance with the principles of good<br />
corporate governance. The Committee bases its review duties on the 15 codes of good corporate<br />
governance as outlined by the Stock Exchange of Thailand. It was found that the Company’s level of<br />
compliance with the code was satisfactory. Furthermore, the Company has prepared a guideline for<br />
governance in writing, to serve as a reference for actual practice.<br />
2. Oversee the quarterly financial statements and the 2005 annual financial statement for the<br />
Company and its subsidiary. The Committee defers to the standards of the Association of<br />
Accountants, and according to the Regulation of Securities Exchange Commission and the Stock<br />
Exchange of Thailand. It ensures that information disclosed in the financial statements is sufficient<br />
and timely enough for investors or individuals relying on the statements to make investment-based, or<br />
other, decisions. The Committee was able to present its statements prior to review at the end of each<br />
month upon closing the quarterly accounts, which was faster than the requirement of the Stock<br />
Exchange for quarterly statements. After review by the auditors, the statements did not contain any<br />
significant adjustments.<br />
3. Specify measures for risk management in the Company’s annual business plan. The Audit<br />
Committee evaluated the risk management systems in the previous year and concluded that no<br />
significant risk existed.<br />
4. The Audit Committee evaluated the Company’s internal control systems and concluded<br />
that they were consistently effective. The corporate auditors provided similar findings, in that no<br />
significant problems or failings were detected.<br />
The Audit Committee selected candidates as corporate auditors, for subsequent authorization<br />
by the Shareholders’ Meeting. The Company proposed the appointment of Mr. Pichai<br />
Dachanaphirom, Certified <strong>Public</strong> Accountant Registration Number 2421, or Miss Jantra Wongsri-<br />
Udomporn, Certified <strong>Public</strong> Accountant Registration Number 4996,or Mr.Poj Asavasantichai from<br />
Dhammanitti Audit Co., Ltd., as the auditors for the 2006 year once again.<br />
Signed ………………………………........ Independent Director and<br />
(Pol. Gen. Yuttasak Sasiprapa) Chairman of the Audit Committee<br />
Signed ………………………………........ Independent Director and<br />
(Mrs. Pawanya Kritchart) Audit Committee Director<br />
Signed ………………………………........ Independent Director and<br />
(Mr. Surasak Kosiyajinda) Audit Committee Director<br />
Signed ………………………………........ Committee Secretary and<br />
(Mr. Yingsak Taksinanont) Audit Committee Director
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited<br />
Has registered, issued and paid-up capital as of 31 December 2005 comprising 408 million<br />
shares with a par value of 1 Baht per share, representing a total value of 408 million Baht. No<br />
debentures or warrants have been issued whatsoever.<br />
As of 31 December 2005, the Company had investments in the ordinary shares of subsidiaries<br />
as follow:<br />
1. Tile Top Industry <strong>Public</strong> Company Limited, valued under the cost equity method at<br />
630.9 million Baht, and representing an equity stake of 96.83 percent.<br />
2. Pick and Pay Company Limited, valued under the cost equity method at 16.4 million<br />
Baht, and representing an equity stake of 97.79 percent.<br />
3. Muangthong <strong>Ceramic</strong> Company Limited, valued under the cost equity method at 10.3<br />
million Baht, and representing an equity stake of 99.98 percent.<br />
4. World Wide <strong>Ceramic</strong> Company Limited, valued under the cost equity method at -12.0<br />
million Baht, and representing an equity stake of 99.93 percent.<br />
Obligations with regard to the issue of future securities.<br />
The firm has no obligations with regard to the issue of future securities.<br />
Subsidiary Company:<br />
The Company has 4 subsidiaries,<br />
Shareholders’ Structure<br />
1. Tile Top Industry <strong>Public</strong> Co., Ltd. has registered capital of 300 million Baht. Issued and<br />
paid-up capital as of 31 December 2005 comprised 22.2 million shares with a par value of 10 Baht per<br />
share, providing a total value of 222 million Baht. Tile Top Industry PLC has no other subsidiary or<br />
associated company in which it has shareholdings or investments.<br />
2. Pick and Pay Company Limited,. Has registered capital of 12 million Baht. Issued and<br />
paid-up capital as of 31 December 2005 comprised 120,000 shares with a par value of 100 Baht per<br />
share, providing a total value of 12 million Baht. The Company has no other subsidiary or associated<br />
company in which it has shareholdings or investments.<br />
3. Muangthong <strong>Ceramic</strong> Company Limited. has registered capital of 4.5 million Baht.<br />
Issued and paid-up capital as of 31 December 2005 comprised 45,000 shares with a par value of 100<br />
Baht per share, providing a total value of 4.5 million Baht. The Company has invested in 2 associated<br />
company which were the retail outlets of ceramic tiles consist of Acapulco Co.,Ltd. representing an<br />
equity stake of 16.65 percent amounted Baht 499,500 and Amnatphet <strong>Ceramic</strong> Partnership Ltd.<br />
representing an equity stake of 33.3 percent amounted Baht 500,000.<br />
4. World Wide <strong>Ceramic</strong> Company Limited, has registered capital of 1.0 million Baht.<br />
Issued and paid-up capital as of 31 December 2005 comprised 10,000 shares with a par value of 100<br />
Baht per share, providing a total value of 1 million Baht. The Company has no other subsidiary or<br />
associated company in which it has shareholdings or investments.
Shareholding structure (10 major shareholders) as of 28 February 2006<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd.<br />
Shareholder name No. of shares % of shareholding<br />
1 Mr. Roongroj Saengsastra 98,225,720 24.07<br />
2 Mr. Vibul Vadcharasurang 30,019,510 7.36<br />
3 SOMERS (U.K.) LIMITED 20,703,400 5.07<br />
4 Mr. Chaiyasith Viriyamettakul 17,244,000 4.23<br />
5 GOLDMAN SACHS & CO 16,577,800 4.06<br />
6 Mr. Monrak Saengsastra 13,456,800 3.30<br />
7 Mr. Marut Saengsastra 13,251,400 3.25<br />
8 Mr. Suvit Smarnphanchai 12,892,000 3.16<br />
9 Mr. Jeera Trithawhin 12,702,590 3.11<br />
10 Miss.Cattleya Saengsastra 11,000,000 2.70<br />
Total 10 major shareholders 246,073,220 60.31<br />
Total number of shares 408,000,000 100.00<br />
Shareholding structure of the subsidiary<br />
1.Tile Top Industry <strong>Public</strong> Co., Ltd<br />
Company/individual shareholder name No. of shares % of shareholding<br />
1 <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. 21,495,906 96.83<br />
2 Mr. Sunti Taechatharathip 300,000 1.50<br />
3 Miss Wararuk Truengtrajitkul 200,000 0.90<br />
4 Mrs. Supaporn Taechatharathip 100,000 0.45<br />
5 Mr. Somphol Taechatharathip 100,000 0.45
2. Pick and Pay Co., Ltd<br />
Company/individual shareholder name No. of shares % of shareholding<br />
1 <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. 117,593 97.99<br />
2 Mr. Roongroj Saengsastra 1 0.0<br />
3 Miss. Cattleya Saengsastra 1 0.0<br />
4 Mr. Monrak Saengsastra 1 0.0<br />
5 Mr. Jeera Trithawhin 1 0.0<br />
3. Muangthong <strong>Ceramic</strong> Company Limited<br />
Company/individual shareholder name No. of shares % of shareholding<br />
1 <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. 44,993 99.98<br />
2 Mr. Roongroj Saengsastra 1 0.0<br />
3 Miss. Cattleya Saengsastra 1 0.0<br />
4 Mr. Monrak Saengsastra 1 0.0<br />
5 Mr. Jeera Trithawhin 1 0.0<br />
4. World Wide <strong>Ceramic</strong> Co., Limited<br />
Company/individual shareholder name No. of shares % of shareholding<br />
1 <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. 9,993 99.93<br />
2 Mr. Roongroj Saengsastra 1 0.0<br />
3 Miss. Cattleya Saengsastra 1 0.0<br />
4 Mr. Monrak Saengsastra 1 0.0<br />
5 Mr. Jeera Trithawhin 1 0.0<br />
Dividend payment policy<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd<br />
The Company has a policy to provide a dividend to its shareholders in a ratio of approximately 70<br />
percent of net profit in each year.<br />
All subsidiaries have no policy for the payment of dividends at the present time.
ลักษณะการประกอบธุรกิจ NATURE OF BUSINESS<br />
1.Nature Of Business<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited was formerly known as Royal Floor Tiles Co.,<br />
Ltd. Its primary business is the manufacture and distribution of ceramic tiles. The Company was<br />
founded on 1 August 1989, listed on the Stock Exchange of Thailand on 3 January 1992, and<br />
registered as a <strong>Public</strong> Company on 9 March 1994. The registered capital was increased to 280 million<br />
Baht, with capital paid-up at a par value of 10 Baht per share, equivalent to a value of 272 million<br />
Baht in January 1995.<br />
In 1997, The major shareholder of DCC which was a financial institution, announced the<br />
divestiture of its ordinary shareholdings representing 14.9 million shares, or a 54.82 percent equity<br />
stake of paid-up capital. The successful bidders for this lot were a shareholder and Director group<br />
from Tile Top Industry <strong>Public</strong> Co., Ltd., which was likewise a producer of ceramic tiles with a factory<br />
located in the same vicinity as <strong>Dynasty</strong>’s factory. The management of Tile Top was assigned to<br />
overhaul production machinery for greater efficiency. The team also undertook the development of<br />
new products with improved quality and attractive packaging, while simultaneously adjusting the<br />
marketing policy to emphasize better production distribution to consumers.<br />
Towards the end of 2000, the Company increased its registered capital to 408 million Baht,<br />
comprising 40.8 million shares with 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 entire ordinary shareholding in Tile<br />
Top Industry PCL from the original shareholders. The Company is currently therefore the major<br />
shareholder in Tile Top Industry <strong>Public</strong> Co., Ltd with an equity stake of 96.83 percent. The par value<br />
now spilt at 1 Baht per share for 408 million shares, of which 91.65 percents is held by Thai nationals<br />
and 8.35 percent is held by foreign nationals. (As of the close of the share registrar on 28 February<br />
2006).<br />
In relation to marketing activities, the Company purchases the entire production output of<br />
Tile Top Industry <strong>Public</strong> Co., Ltd, and sell by the local distributor through its subsidiaries: Pick & Pay<br />
Co., Ltd., Muangthong <strong>Ceramic</strong>s Co., Ltd., and World Wide <strong>Ceramic</strong>s Co., Ltd in order to economize<br />
on marketing and transportation costs. The Company also purchases sanitary ware and other related<br />
products, staircase components and tile glue for sale, thereby boosting its sales volume. The<br />
Company’s operating performance has since consistently improved.<br />
The Company and its subsidiary embarked on a project of ongoing production capacity<br />
expansion until at the end of year 2005. The combined production capacity of both firms therefore<br />
increased up to 40 million square metres per year, thus the Company’s revenues over have grown<br />
impressively and it currently maintains the leading capacity and local market share of ceramic tile<br />
products in Thailand.
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited’s main business is the production and distribution<br />
of ceramic tiles, including the purchase of the entire output of ceramic floor, wall and decorative tiles<br />
from Tile Top Industry <strong>Public</strong> Company Limited, which is the sole subsidiary of the Company. The<br />
purchase is made at wholesale price and is distributed to the factory outlets, which currently number<br />
approximately 140 branches, together with a domestic network of distributors numbering<br />
approximately 120 agents. The range of tiles produced by the Company and its subsidiary are :<br />
1. Floor and wall ceramic tiles under the “<strong>Dynasty</strong>” trademark<br />
2. Floor and wall ceramic tiles under the “Tile Top” trademark<br />
3. Decorative ceramic tiles under the “Tile Top” trademark<br />
4. Floor and wall ceramic tiles under the “Tomahawk” trademark<br />
5. Floor and wall ceramic tiles under the “Jaguar” trademark<br />
6. Floor and wall ceramic tiles under the “Navar” trademark<br />
7. Floor and wall ceramic tiles under the “Value” trademark<br />
8. Floor and wall ceramic tiles under the “Anna” trademark<br />
9. Floor and wall ceramic tiles under the “Mustang” trademark<br />
In addition, <strong>Dynasty</strong> <strong>Ceramic</strong> imports polish porcelain tiles from China for sale, as well as<br />
sanitary ware and other related products such as Tile glue for sale under the “Top stick” trademark.<br />
The Company purchases the latter product from the Siam Standard Products Co., Ltd. which is<br />
produced according to its size and volume requirements.
2. Business Structure<br />
IMPORT GRANIT TILES<br />
and purchased Sanitary ware and<br />
other related products from local<br />
factories for sales<br />
SELL TO LOCAL<br />
DISTRIBUTERS<br />
(Wholesales Price)<br />
DYNASTY’S SUBSIDIARY WHICH<br />
DCC HOLD 96.83% OF TOTAL SHARES<br />
DYNASTY CERAMIC PLC.<br />
Produced <strong>Ceramic</strong> Floor Tiles<br />
And Distributed all Products<br />
TILETOP INDUSTRY PLC.<br />
Produced <strong>Ceramic</strong><br />
Floor & Wall Tiles<br />
Sold To DYNASTY PLC.<br />
EXPORT TO<br />
OTHER<br />
COUNTRY<br />
DCC HOLD 97.99 % DCC HOLD 99.98 % DCC HOLD 99.93 %<br />
<strong>Ceramic</strong> Outlet<br />
(Pick and Pay )<br />
<strong>Ceramic</strong> Outlet<br />
(Muangthong <strong>Ceramic</strong>.)<br />
<strong>Ceramic</strong> Outlet<br />
(World Wide <strong>Ceramic</strong>)
3. Revenue Structure<br />
1. Revenue from the sale of ceramic tiles produced by <strong>Dynasty</strong> <strong>Ceramic</strong> PCL<br />
2. Revenue from the distribution of ceramic tiles purchased from Tile Top Industry PCL for<br />
re-sale to clients, with a profit margin added to the wholesale price charged by the<br />
subsidiary<br />
3. Revenue from polish porcelain tiles imported from China for domestic resale<br />
4. Revenue from sanitary ware and other related products, glue sealant purchased and resale<br />
5. Revenue from the recognition of share in profits from Tile Top Industry PCL (the<br />
subsidiary) due to an equity stake of 96.83 percent<br />
6. Revenue from profit sharing on investment over 95 percent in Pick &PayCo.Ltd, Muang<br />
Thong <strong>Ceramic</strong> Co.,Ltd and World Wide <strong>Ceramic</strong> Co.,Ltd.<br />
7. Revenue from the merge of business and recognition of negative goodwill recorded as<br />
annual income of 35 million Baht<br />
4.Organization Chart<br />
EXECUTIVE<br />
VICE PRESIDENT<br />
(MARKETTING)<br />
- MARKETTING DEPT.<br />
- SALES DEPT.<br />
BOARD OF DIRECTORS<br />
PRESIDENT<br />
EXECUTIVE<br />
VICE PRESIDENT<br />
( PRODUCTION)<br />
- PRODUCTION DEPT<br />
- TECHNICAL DEPT<br />
- FACTORY ADMIN.<br />
DEPT<br />
AUDIT COMMITTEE<br />
EXECUTIVE<br />
VICE PRESIDENT<br />
(ADMINISTRATION)<br />
- ACCOUNTING OFFICE<br />
- ADMINISTRATIVE .&<br />
MANAGEEMENT DEPT.<br />
- COMPUTERS SYSTEMS<br />
DEPUTY<br />
MANAGING<br />
DIRECTOR<br />
-INTERNAL AUDITOR<br />
- PROJECT OFFICE
5. Controlling Authority<br />
Major shareholders who are Directors of the Company who have management and controlling<br />
authority in <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd., with names and shareholding proportions as of 28<br />
February 2006 shown below.<br />
Name Position % Shareholding<br />
1. Mr. Roongroj Saengsastra Chairman and President 24.07<br />
2. Mr. Chaiyasith Viriyamettakul Director 4.23<br />
3. Mr. Suvit Smarnphanchai Director 3.16<br />
4. Miss.Cattleya Saengsastra Executive Director and 2.70<br />
Company Secretary<br />
5. Mr. Sanchai Janejarat Vice President (Production) 0.60<br />
Directors with controlling authority and serving as Executives in the Company are shown below<br />
but having no shareholdings<br />
Name Position<br />
1. Gen. Yuthasak Sasiprapha Independent Director and<br />
Chairman of the Audit Committee<br />
2. Pol.Gen.Patcharawart Wongsuwan Independent Director<br />
3. Mrs. Pavanya Kritchat Independent Director and Audit Committee<br />
4. Mr. Surasak Kosiyajinda Independent Director and Audit Committee<br />
5. Mr. Chana Suthiwangcharoen Vice President (Marketing)<br />
Controlling authority in the subsidiary<br />
1.Tile Top Industry <strong>Public</strong> Co., Ltd. Is the subsidiary in which <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co,<br />
Ltd. has an equity stake of 96.83 percent. Control is exercised through the Board of Directors, with<br />
both companies sharing the following mutual Directors :<br />
1. Mr. Roongroj Saengsastra President<br />
2. Mr. Chana Suthiwangcharoen Vice President ( Marketing)<br />
3. Mr. Sanchai Janejarat Vice President (Production)<br />
4. Miss. Cattleya Saengsastra Executive Director and Company Secretary<br />
5. Mr. Surasak Kosiyajinda Director<br />
2.Pick and Pay Co., Ltd. Is the subsidiary in which <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co, Ltd. has an<br />
equity stake of 97.79 percent. Control is exercised through the Board of Directors, with both<br />
companies sharing the following mutual Directors :<br />
1. Mr. Roongroj Saengsastra President<br />
2. Mr. Chana Suthiwangcharoen Director<br />
3. Miss. Cattleya Saengsastra Director
3.Muang Thong <strong>Ceramic</strong> Co., Ltd. Is the subsidiary in which <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co,<br />
Ltd. has an equity stake of 99.98 percent. Control is exercised through the Board of Directors, with<br />
both companies sharing the following mutual Directors :<br />
1. Mr. Roongroj Saengsastra President<br />
2. Mr. Chana Suthiwangcharoen Director<br />
3. Miss. Cattleya Saengsastra Director<br />
4.World Wide <strong>Ceramic</strong> Co., Ltd. Is the subsidiary in which <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co,<br />
Ltd. has an equity stake of 99.93 percent. Control is exercised through the Board of Directors, with<br />
both companies sharing the following mutual Directors :<br />
1. Mr. Roongroj Saengsastra President<br />
2. Mr. Chana Suthiwangcharoen Director<br />
3. Miss. Cattleya Saengsastra Director
6. Goal Of Business<br />
6.1 2006 goals<br />
For the 2005 year, the production capacity will rise from 40 millions square metres per year to<br />
52 millions m.²/year, which 6 millions m.² will be increased in March and another 6 millions m.² will<br />
be added during the end of the year. In consequence, the company is aiming to expand additional<br />
factory outlets to reach 200 stores for tile products nationwide. The revenue is expected to be<br />
increased by 20 percent, whereas the price of tiles is likely to remain stable due to a high competition<br />
and the consumption of the consumers in repairing market. In the beginning of the year, gross profit<br />
should be increasing as a result of a rise in an average net sales, a cost reduction yield from an<br />
economic of scale, and maintenances of the machineries that can convert the energy used in<br />
production progress, which reduce energy and natural gas cost.<br />
6.2 2006-2008 goals<br />
As a result of a competitive economic trend, the company is estimating that the demand for<br />
floor tiles will grow more than 10 percents each year. Other than this, revenue earned from a better<br />
sale of agriculture products will contribute to a rise in demand from rural-area consumers, whose<br />
consumption is for repairing purposes.<br />
In a long term, the company will continue to pursue a policy as the lowest cost manufacturer<br />
within the industry and maintain its market leader status. To realize this goal, expansion of production<br />
capacity is essential, which in turn will require the expansion of distribution outlets to handle the<br />
increased capacity. As a result, production will need to be expanded, yet it does not see a requirement<br />
for issuing new share capital, as the current debt to equity ratio is still low. However, the Company<br />
will consider the competitive environment, together with the rate of return on investment in order to<br />
continue providing consistent dividends to its shareholders.
Management Structure<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited and its subsidiaries’ management structure consists of:<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> PCL.<br />
holding 97.99 holding 99.98<br />
Pick & Pay Co.Ltd<br />
Muang Thong <strong>Ceramic</strong><br />
Co.Ltd.<br />
holding 96.83<br />
Tile Top Industry PCL<br />
holding 99.93<br />
World Wide <strong>Ceramic</strong><br />
Co.Ltd
Risk Factors<br />
Economical, social, and political changes in 2005 caused factors such as an increase in cost of<br />
oil and natural gas, Bird flu, and the fluctuation of the Baht currency exchange rate to have direct<br />
effects on the operation of the business.<br />
However, even though the company’s operations, which comply with specific standards and<br />
plans through the use of budgets as control and evaluation tools and the frequency of board of<br />
directors’ meetings, can reduce most of the risks immediately, yet there are potential risks that the<br />
company faces, as follows:<br />
1 Risk from rising oil prices, which may cause a rise in natural gas prices: Coating colors<br />
and natural gas are the major costs in the production of ceramic tiles. It is forecasted that the cost of<br />
material will rise due to the rise in prices of imported coating colors, whose transportation costs are<br />
largely varied according to the fuel price and exchange rate. Meanwhile, there is also an increase in<br />
the price of natural gas. As a result of these two factors, the average cost of production was higher<br />
than expected. In order to reduce the risk in this matter, other than searching for sources of raw<br />
materials locally and in neighboring countries, the Company will also remain dedicated to research on<br />
raw materials and testing of coloring and chemical materials from new and lower cost sources. In<br />
addition, the factory’s engineers have also contributed their experiences to modify the machineries in<br />
order to increase their efficiency and the program called, “GAS TURBINE CO-GENERATION<br />
SYSTEM” has been initiated as a way to reduce electricity and nature gas expenses.<br />
2 Risk from competitive situation: At present, many ceramic tile manufacturers have<br />
expanded their production capacity; in addition to importing ceramic tiles and polish porcelain tiles<br />
from sources such as China and Indonesia. Thus, the supply of ceramic tiles in the market exceeds<br />
domestic demand. However, the Company has the advantage of being the producer with the highest<br />
production capability and an output volume large enough to ensure lower unit costs. It has also<br />
enhanced production efficiency and reduced manufacturing costs to the point that it is able to offer<br />
retail prices that are lower than its competitors. Furthermore, the Company’s distributors have outlets<br />
dedicated to the Company’s products, numbering approximately 160 factory outlets, allowing the<br />
Company to distribute its products with greater and wider effectiveness.<br />
3 Risk from interest rates: The interest rates may have the effect on the company and its<br />
subsidiaries; however since the interest rates in the market have increased greatly since last year, it is<br />
forecasted that there will only be a slight rise in 2006. The company also has no plan in a large<br />
investment within the few years, so short term risks are limited and insignificant.<br />
4 Risk from foreign currency conversion: In order to minimize risk associated with foreign<br />
currency exchange on borrowings, the Company and its subsidiary utilized working capital sourced<br />
entirely from local financial institutions. There are only purchases of machinery and coating colors<br />
used in production, which were bought in Euro and US Dollar currency that are still in the short term<br />
pay-back period. However, the company forecasted no significant risk from foreign currency<br />
conversion.<br />
5 Risk from credit extension: The Company distributes its products locally through<br />
approximately 100 agents, and the company has been very concerned about giving credit due to a<br />
variety of customer bases. In consequence, the company has requested for the bank guarantee from<br />
the customers who are classified to be in a high risk category. However, the highest risk involved in<br />
giving credit will be equivalent to the total receivables in the balance sheet.
CORPORATE GOVERNANCE & MANAGEMENT STRUCTURE<br />
Corporate governance policies<br />
The Company appreciates the importance and intentions of good corporate governance in<br />
relation to its business operations. The principles encourage an efficient organizational system and<br />
provide the foundations for sustained growth. It also fosters clarity, transparency and allows<br />
operations to create the greatest benefit for all stakeholders in the Company. The Company has<br />
therefore prepared a manual of good corporate governance to serve as an operational guideline for the<br />
Board of Directors, management and all employees. The content encompasses the 15 principles for<br />
corporate governance as issued by the Stock Exchange of Thailand in August 2001.<br />
Leadership status and vision<br />
All Directors of the Company are required to posses leadership status and be able to govern<br />
management with efficiency and effectiveness, in order to realize the core goals of the business. They<br />
are obliged to create and increase value through investments for shareholders and parties with mutual<br />
interests. The Board of Directors is responsible for the formulation of the corporate vision, the<br />
authorization of the Company’s plans and budgets, as well as to supervise and govern management in<br />
executing strategy that complements such plans. The Board controls expenditures within the approved<br />
budget, oversees risk management and the internal controls system of the Company. In performing its<br />
duties, the Board of Directors assigns management authority to the President for the responsibility of<br />
the daily management of the Company. Authority for operational and authorization activities are<br />
specified in writing, compiled as a manual for operational reference. The roles, duties and<br />
responsibilities between the Board of Directors, the Executive Committee and management are clearly<br />
defined.<br />
Nomination of Directors<br />
The Company has not yet established a Nomination Committee as the majority of Directors<br />
are shareholder representatives; conversely, Independent Directors are the representatives of minority<br />
shareholders, selected by the Board of Directors and authorized by the Shareholder Meetings.<br />
The Articles of Association of the Company specify that the Board of Directors must<br />
comprise a minimum of 5 members, wherein individual Directors are to be elected and appointed at<br />
the Shareholder Meetings, according to the following guidelines and methods.<br />
1. For the election of Directors, the principle of the majority vote is employed. Shareholders<br />
possess one vote for each share held.<br />
2. Shareholders vote to elect the candidates proposed, by voting for each Director nominee in<br />
turn.<br />
3. Candidates receiving the highest number of votes in consecutively descending order will be<br />
appointed Directors according to the number required or to be elected. In the event that a tie exists<br />
between nominees but the appointment of both would exceed the number of Directors required, the<br />
Chairman of the Meeting will cast one additional decisive vote.<br />
At each <strong>Annual</strong> Ordinary Shareholders’ Meeting, a proportion of 1 in 3 Directors are required<br />
to vacate their positions. In the first and second years following the Company registration, the<br />
decision of which individual to vacate the post is decided by lottery. In successive years, the longest<br />
serving Director will vacate his post. Directors who vacate their posts may be reappointed, according<br />
to the consideration of the Shareholder Meetings. The removal of Directors may be conducted under 2<br />
circumstances: by the Directors themselves, such as death and voluntary resignation, or removal by a<br />
resolution from the Shareholders’ Meeting with a vote of not less than 3 in 4 of the shareholders in<br />
attendance at the Meeting and with voting rights, wherein the combined number of votes is not less<br />
than half of the number of shares held by shareholders with voting rights.
DYNASTY CERAMIC PLC.<br />
BOARD OF DIRECTORS AS AT FEBRUARY 28,2006<br />
NO NAME POSITION<br />
1 Mr. Roongroj Saengsastra Chairman & President<br />
Independent Director &<br />
2 Gen. Yuthasak Sasiprapha Chairman of Audit committee<br />
3 Pol.Gen. Patcharawart Wongsuwan Independent Director<br />
4 Mrs. Pavanya Kritchat Independent Director & Audit Committee<br />
5 Mr. Surasak Kosiyajinda Independent Director & Audit Committee<br />
6 Mr. Chaiyasith Viriyamettakul Director<br />
7 Mr. Suvit Smarnphanchai Director<br />
8 Mr. Sanchai Janejarat Director<br />
9 Mr. Chana Suthiwangcharoen Director<br />
10 Miss. Cattleya Saengsastra<br />
Board of Directors’ Meetings<br />
Executive Director &Company Secretary<br />
The Company specifies that regular Meetings are to be convened every quarter. A summons<br />
to attend the Meeting is issued to Directors in advance, as per the requirements of the Company’s<br />
Articles of Association. The agenda is clearly specified in the summons. Voting on resolutions at the<br />
Meetings is carried by a majority vote; if any Directors should object to the resolution, the objection is<br />
recorded in the Minutes of the Meeting. The Minutes are duly filed by the Company.
Directors’ attendance at Meetings in the present year is summarizing as follows<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
Director’s name Attendance at Meetings / No.<br />
of Meetings convened from 1<br />
January - 31 December 2005<br />
Mr. Roongroj Saengsastra<br />
Gen.Yuthasak Sasiprapha<br />
Mrs. Pawanya Kritchart<br />
Mr. Surasak Kosiyajinda<br />
Pol. Gen. Patcharawart Wongsuwan<br />
Mr. Chaiyasith Viriyamettakul<br />
Mr. Suvit Smarnphanchai<br />
Mr. Sanchai Janejarat<br />
Mr. Chana Suthiwangcharoen<br />
Miss. Cattleya Saengsastra<br />
Sub-Committees<br />
The Company currently has 2 Sub-Committees : the Audit Committee and the Personnel<br />
Committee, with duties and responsibilities clearly defined in writing. Both Sub-Committees report to<br />
the Board of Directors, who in turn selects all Sub-Committee members. In the past year, details of the<br />
Audit Committee’s Meetings are shown below.<br />
1<br />
2<br />
3<br />
Director’s name Position in<br />
Audit Committee<br />
Gen. Yuthasak Sasiprapha Chairman<br />
Mrs. Pawanya Kritchart Independent Director<br />
Mr. Surasak Kosiyajinda Independent Director<br />
5/5<br />
5/5<br />
5/5<br />
5/5<br />
5/5<br />
5/5<br />
5/5<br />
5/5<br />
5/5<br />
5/5<br />
Attendance at Meetings / No.<br />
of Meetings convened from 1<br />
January - 31 December 2005<br />
4/4<br />
4/4<br />
4/4
Tile Top Directors’ attendance at Meetings in the year 2005 is summarizing as follows<br />
1<br />
2<br />
3<br />
4<br />
5<br />
Director’s name Attendance at Meetings / No.<br />
of Meetings convened from<br />
1 January - 31 December<br />
2005<br />
Mr. Roongroj Saengsastra<br />
Miss. Cattleya Saengsastra<br />
Mr. Chana Suthiwangcharoen<br />
Mr. Sanchai Janejarat<br />
Mr. Surasak Kosiyajinda<br />
Remuneration of Directors and Executives<br />
In order to ensure appropriate and transparent remuneration for Directors and Executives, the<br />
Company requires the remuneration of Directors to be presented to the Shareholders’ Meeting for<br />
consideration and approval each year. The Personnel Committee was also established to consider<br />
remuneration for Executives; the Committee was founded with the purpose of not only determining<br />
compensation for Executives, but also for employees. Approval is then sought from the Board of<br />
Directors. The details of remuneration provided to Directors and Executives is presented in the<br />
<strong>Annual</strong> <strong>Report</strong>, in accordance with Announcements of the Securities Exchange Commission and the<br />
Stock Exchange of Thailand.<br />
The Company has determined the remuneration for Directors in a clear and transparent<br />
manner. The remuneration is a small proportion in relation to net profit, but is appropriate in keeping<br />
with industry standards. Remuneration is always approved by the shareholders. In 2005, the Company<br />
provided remuneration comprising Board of Directors’ Meeting perdiem equivalent to 30,000 Baht<br />
per person for each Meeting, with the Chairman of the Board receiving perdiem of 40,000 Baht per<br />
Meeting. In addition, Directors earned an allowance paid on a once yearly basis, subject to operating<br />
performance results: the allowance for 2005 amounted to 250,000 Baht per Director. Directors also<br />
appointed as Audit Committee Directors received additional compensation due to the increased<br />
working hours. The President and employees received remuneration in the form of a regular monthly<br />
salary and twice-yearly bonus. The provision of a bonus is dependent on profitability in each period<br />
and is approved by the Board of Directors on each occasion.<br />
In year 2005, the Company and its subsidiary provided Directors’ remuneration compared<br />
with the previous year as follows<br />
No. of persons Meeting perdiem (million Bath/year)<br />
2005 2004<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. 10 2.1 1.6<br />
Tile Top <strong>Public</strong> Co., Ltd. 5 0.5 0.5<br />
Total 15 2.6 2.1<br />
Directors allowance for bonus 10 3.5 2.8<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> PLC<br />
Directors allowance for bonus 5 1.0 1.0<br />
Tile Top PLC<br />
Total Directors’ remuneration for 15 7.1 5.9<br />
both Companies<br />
4/4<br />
4/4<br />
4/4<br />
4/4<br />
4/4
Details of Meeting perdiem and allowance by individual Directors in 2005<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd<br />
Name-surname Position MeetingPerdiem<br />
(Baht/year)<br />
1. Mr. Roongroj Saengsastra President and 700,000<br />
Managing Director<br />
2. Maj. Yuthasak Sasiprapha Independent Director and 600,000<br />
Audit Committee Chairman<br />
3. Mrs. Pavanya Kritchat Independent Director 550,000<br />
and Audit Committee<br />
4. Mr. Surasak Kosiyajinda Independent Director 550,000<br />
and Audit Committee<br />
5. Pol.Gen.Patcharawart Wongsuwan Independent Director 400,000<br />
6. Mr. Suvit Samanphanchai Director 400,000<br />
7. Mr. Chaisith Viriyametakul Director 400,000<br />
8. Mr. Chana Suthiwangcharoen Director 650,000<br />
9. Mr. Sanchai Janejarat Director 650,000<br />
10. Miss. Cattleya Saengsastra Director and Company Secretary 650,000<br />
TOTAL 5,550,000
The Board of Directors’ <strong>Report</strong><br />
The Board of Directors is responsible for the accuracy and completeness of the consolidated<br />
financial statements and the Company’s financial statements. The statements are prepared in<br />
accordance with generally accepted accounting principles. Information of a significant nature is<br />
disclosed - both of a financial and a non-financial nature - based upon actual facts that are complete<br />
and consistent. This includes the information presented in the <strong>Annual</strong> <strong>Report</strong>. In addition, the Board<br />
of Directors presents a report of its responsibilities in relation to the preparation of the financial<br />
statements and the disclosure of financial reports, in the <strong>Annual</strong> <strong>Report</strong>. The content contained therein<br />
complies with the regulations of the Stock Exchange of Thailand pertaining to compliance with good<br />
corporate governance guidelines for listed companies.<br />
Balance of non-Executive Directors<br />
At present, the Board of Directors comprises 10 members, including 4 Executive Directors<br />
and 6 non-Executive Directors. In turn, the non-Executive Directors comprise Independent Directors,<br />
Audit Committee Directors and Directors who are representatives of shareholder groups. At Board of<br />
Directors’ Meetings, non-Executive Directors express their opinions alongside that of Executive<br />
Directors. With regards to voting at Board Meetings, each Director has one vote; in the event that<br />
votes are tied, the Chairman of the Meeting will cast one additional decisive vote.<br />
The Executive Board<br />
For <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. the Executive Board comprises (for the Top five positions in<br />
company):<br />
1. Mr. Roongroj Saengsastra President<br />
2. Miss. Cattleya Saengsastra Executive Director<br />
3. Mr. Sanchai Janejarat Vice President (Production)<br />
4. Mr. Chana Suthiwangcharoen Vice President (Marketing)<br />
5. Mr. Yingsak Taksinanon Vice President (Audit Office)<br />
Executives with the position of Accounting Manager or responsible for the Company’s<br />
accounting activities:<br />
1. Miss. Somruethai Boonyarith Accounting Department Manager<br />
For Tile Top Industry <strong>Public</strong> Co., Ltd. the Executive Board comprises:<br />
1. Mr. Roongroj Saengsastra President<br />
2. Miss. Cattleya Saengsastra Executive Director<br />
3. Mr. Sanchai Janejarat Vice President (Production)<br />
4. Mr. Chana Suthiwangcharoen Vice President (Marketing)
Executives’ Remuneration<br />
Executive remuneration for <strong>Dynasty</strong> <strong>Ceramic</strong> Plc. And it’s Subsidiary(Tile Top Industry<br />
Plc.)is provided in the form of a monthly salary, twice-yearly bonus provident fund and various<br />
benefits, with 2004 remuneration compared to the previous year as below.<br />
No. of Executives Salary/bonus (million Bt/yr)<br />
Provident fund/ benefits<br />
2005 2004<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. 5 12.1 11.2<br />
Tile Top <strong>Public</strong> Co., Ltd. 4 3.8 3.5<br />
Total 15.9 14.7<br />
Note: The remuneration shown does not include that for the position of Accounting and Systems<br />
Department Manager.<br />
Merge or separation of positions<br />
The Company recognizes the importance of enhancing the efficiency of the balance of<br />
authority between Executive and non-Executive Directors. However, the positions of Chairman of the<br />
Board of Directors and President are not separate. This is due to the nature of the Company’s<br />
business, which requires constant adaptation of the marketing and production strategies, in order to<br />
realize the goal of being the manufacturer with the lowest production costs and highest market share.<br />
This calls for an individual with decision making authority, considerable knowledge and experience,<br />
and the responsibility to implement timely plans. The person has the task of determining strategies<br />
and implementing the policies approved by the Board of Directors’ Meetings, within the framework<br />
specified by the Board. Moreover, the Chairman of the Board of Directors is elected by the Board of<br />
Directors.<br />
Manpower<br />
The number of employees for the Company and its subsidiary as of 31 December 2005<br />
compared with the previous year is presented as follows:<br />
Employees (persons)<br />
As of 31 Dec 2005 As of 31 Dec 2004 % Increase/ (decrease)<br />
Factory HO Total Factory HO. Total Factory HO.<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> PCL. 674 90 764 543 74 617 147 24<br />
Tile Top Industry PCL.. 771 22 793 796 27 823 (30) (4)<br />
Total 1,445 112 1,557 1,339 101 1,440 117 8
The Company and its subsidiary provide remuneration in the form of monthly salary, bonus,<br />
welfare, contribution to the provident fund and medical benefits as approved by the Board of<br />
Directors. The remuneration made to employees in 2005 is summarized as follows.<br />
Total employee remuneration (Million Baht)<br />
2005 2004 Increase/ (decrease)<br />
Factory HO. Total Factory HO. Total %<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> PLC.. 82 32 114 77 33 110 4 4<br />
Tile Top Industry PLC.. 105 9 114 80 11 91 23 25<br />
Total 187 41 228 157 44 201 27 13<br />
The Company and its subsidiary had no significant labor disputes during the past 5 years<br />
whatsoever.<br />
Auditors’ Fee For <strong>Dynasty</strong> <strong>Ceramic</strong> and Subsidiaries (Baht/year)<br />
Auditors’ Fee (Include Quarterly & <strong>Annual</strong> <strong>Report</strong>) Year 2005 Year 2004<br />
Auditors’ Fee <strong>Dynasty</strong> <strong>Ceramic</strong> PLC. 580,000 550,000<br />
Auditors’ Fee Tile Top Industry PLC. (Subsidiary) 415,000 390,000<br />
Auditors’ Fee Pick And Pay Co.Ltd. (Subsidiary)<br />
Auditors’ Fee Muang Thong <strong>Ceramic</strong> Co.,Ltd. (Subsidiary)<br />
Auditors’ Fee World Wide <strong>Ceramic</strong> Co.,Ltd. (Subsidiary)<br />
180,000<br />
160,000<br />
60,000<br />
Total Auditors’ Fee For <strong>Dynasty</strong> <strong>Ceramic</strong> and Subsidiaries 1,395,000 940,000
Corporate governance policies<br />
The Board of Directors appreciates the importance and intentions of good corporate governance in<br />
relation to its business operations. Through out the times, the Board had operated the company<br />
management according to the Business Law, Regulations, Board Agreement, Security and Exchange<br />
Commission’s Restriction, and the Stock Exchange of Thailand. Furthermore, the Board had<br />
implemented the knowledge, abilities, and experiences in the management of the organization in order<br />
to follow the company’s vision, policy, tactic, objective, and to spend the budget efficiently.<br />
The business is operating under the responsibility and authority of the Directors and the company’s<br />
policy. Managing Directors and the Executive Directors will hold a meeting month in order to monitor<br />
the company’s progress and review the plans, the suggestions, and the resolutions.<br />
Concerning the environmental and social issues, the company is conscious and has distributed the<br />
budget on the vacuum cleaners in the factory and the recycling water system as a way to take care of<br />
the environment in and around the factory’s premises.<br />
The corporate governance of the company’s subsidiaries has been conducted by the company’s<br />
employees, who are taking responsibilities in those subsidiaries. The limitation of controlling power<br />
depends upon the number of Directors and follows the regulations of each subsidiary.<br />
Internal control systems<br />
The Company established an Internal control systems policy as a business ethics that should be abided<br />
by the whole organization. Every employee should behave as the company’s representative with<br />
honesty. One should not disclose the secrecy to external parties nor to other employees who has no<br />
responsibility related to the matter. One should not use the asset or information under the authority to<br />
seek benefit for oneself and others, including any action that may cause conflicts between personal<br />
benefit and responsibility to the organization. The company has clearly define the penalty on the<br />
Directors or employees who reveals the internal information as a way to seek benefit for oneself and<br />
others in the company’s regulation.<br />
Conflict of interest<br />
The Company has no connected transactions, in accordance with the corporate Articles of Association<br />
which forbids Directors from engaging in business of a competitive nature with the Company.<br />
However, if connected transactions should occur, the Company will disclose such information to the<br />
Stock Exchange of Thailand. In the event that the connected transaction requires the authorisation of<br />
the Shareholders’ Meeting, shareholders will receive information and Independent Directors’ opinions<br />
together with the Meeting summons. Persons with interest in the connected transaction have no voting<br />
rights with regard to the said transaction.<br />
Business ethics<br />
The Company has prepared a guideline of business ethics, covering the role and duties of Executives<br />
and management, ethics in relation to shareholders, customers, competitors and employee ethics.<br />
These ethical and integrity issues have been clearly specified by the Company.<br />
Rights of various stakeholder groups<br />
The Company takes into account the rights of various stakeholder groups and endeavours to create<br />
added value for these groups. The Company has a responsibility to customers in terms of its products<br />
and services : client information is treated with confidentiality and is not disclosed to other parties
without the authorization of the client. The Company’s responsibility to employees is practiced<br />
through the provision of appropriate benefits, and the development of abilities and skills essential for<br />
operations.<br />
Board of Directors’ Meetings<br />
The Company specifies that regular Meetings are to be convened at least once a year. Every<br />
shareholder will be treated equally and the meeting has been progressed legally. A summons to attend<br />
the Meeting is issued to Directors in advance, as per the requirements of the Company’s Articles of<br />
Association. The agenda is clearly specified in the summons and arranged in order: the agenda on<br />
electing the Board of Directors, the agenda on the meeting perdiem and allowance, and the agenda on<br />
electing the Auditors as the Meeting and the disclosure of the Minute of the Meeting has been based<br />
on the <strong>Public</strong> Company Law, Regulations of the Stock Exchange of Thailand, and the Company<br />
Regulations. After every Meeting, the Minute of the Meeting will be prepared and reported to the<br />
shareholders. In the past Meetings, the Boards of Directors, who namely are at least three of the<br />
Independent Directors and the Audit Committee Directors and every Board of Directors had full<br />
attendances and given opportunity for shareholders to express opinions freely.<br />
Shareholder rights and equality / Shareholder Meetings<br />
The Company’s shareholders are treated with equality and are able to freely express opinions and<br />
raise questions at the Shareholders’ Meetings, as well as vote according to their intentions. The<br />
Company issues a summons to attend the Meeting in advance, to allow shareholders sufficient time to<br />
read the Directors’ opinions and the various information contained in the agenda. The Company also<br />
forwards proxy forms together with the summons, so that shareholders may appoint a representative<br />
to attend the Meeting and vote on their behalf in the event they are unable to do so in person.<br />
Investor relations<br />
The Company has consistently assigned a high priority to information disclosures that are accurate,<br />
complete, transparent, timely and credible provided to its shareholders, investors, customers,<br />
Government agencies and related parties, whether direct or indirect. The Company has assigned the<br />
Securities Depository Centre of the Stock Exchange of Thailand with the responsibility of preparing<br />
information disclosed to the Stock Exchange of Thailand, including information to be printed and<br />
distributed to Company shareholders.<br />
The Company has an Office of the Corporate Secretary which handles shareholder inquiries and<br />
provides information to investors as requested. The Company also makes information available<br />
through its website at http://www.dynastyceramic.com
Connected transactions<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd.’s connected transactions with its subsidiaries are:<br />
1. Tile Top Industry <strong>Public</strong> Co., Ltd. - to produce ceramic floor, wall and decorative tiles for<br />
entire sale to the Company at wholesale price. The Company subsequently acts as the subsidiary’s<br />
sole distributor, thereby resulting in trading transactions between the two.<br />
Furthermore, <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. rents warehouse facilities within the<br />
subsidiary’s factory premises for storing products purchased from Tile Top. It has also entered into an<br />
agreement to contract Tile Top Industry PLC for the purpose of inventory management, at a fee of 4<br />
million Baht per year.<br />
2. The three distributors: Pick and Pay Co., Ltd, Muangthong <strong>Ceramic</strong>s Co., Ltd, World Wide<br />
<strong>Ceramic</strong>s Co., Ltd are responsible for distributing all the ceramic tiles produced or purchased and sold<br />
at wholesale prices by the company. This is thereby resulting in trading transactions between the<br />
parties and the Distribution Right Fees are changed annually.<br />
Since <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. controls the financial policies of itself and its<br />
subsidiary, during periods when Tile Top PLC experiences working capital shortages in relation to the<br />
production of the Company’s orders, it will seek advance collection on a proportion of such orders<br />
from the Company. There are also certain borrowing transactions made between the two, wherein the<br />
borrowing party will issue a promissory note to the lender. Interest is calculated at the market rate on<br />
the date of the borrowing transaction.
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Co., Ltd. and its subsidiary recorded the following connected<br />
transactions as appearing in the Notes to the Financial Statements for 2005 and 2004 as follows.<br />
Account receivables– Tile Top Industry PLC<br />
Account receivables– Pick and Pay Co., Ltd<br />
Account receivables– Muangthong <strong>Ceramic</strong> Co., Ltd<br />
Account receivables– World Wide <strong>Ceramic</strong> Co., Ltd<br />
Other receivables– Tile Top Industry PLC<br />
Other receivables– Muangthong <strong>Ceramic</strong> Co., Ltd<br />
Loan with promissory note-<br />
Tile Top Industry PLC<br />
Loan with promissory note-<br />
Muangthong <strong>Ceramic</strong> Co., Ltd<br />
Distribution Right Fee- Pick and Pay Co., Ltd<br />
Distribution Right Fee- Muangthong <strong>Ceramic</strong> Co., Ltd<br />
Distribution Right Fee- World Wide <strong>Ceramic</strong> Co., Ltd<br />
Unearned interest income- Tile Top Industry PLC<br />
Unearnded interest income-<br />
Muangthong <strong>Ceramic</strong> Co., Ltd<br />
Account payable - Tile Top Industry PLC<br />
Account payable - Pick and Pay Co., Ltd<br />
Account payable - Muangthong <strong>Ceramic</strong> Co., Ltd<br />
Account payable - World Wide <strong>Ceramic</strong> Co., Ltd<br />
Liability - Tile Top Industry PLC<br />
Borrowing with promissory note-<br />
Tile Top Industry PLC<br />
Accrued interest income- Tile Top Industry PLC<br />
Sales- Raw material - Tile Top Industry PLC<br />
Purchase- Finished good- Tile Top Industry PLC<br />
Purchase - Raw material - Tile Top Industry PLC<br />
Interest Income- Tile Top Industry PLC<br />
Unit : Million Baht<br />
Consolidated financial Company financial<br />
statement<br />
31 Dec<br />
statement<br />
05 31 Dec 04 31 Dec 05 31 Dec 04<br />
- -<br />
- -<br />
- -<br />
- -<br />
0.03 -<br />
337.7 -<br />
264.4 -<br />
111.8 -<br />
- - - 0.03<br />
- -<br />
0.04<br />
- - - 103.0<br />
- -<br />
- -<br />
- -<br />
- -<br />
145.0 -<br />
0.6 -<br />
0.6 -<br />
0.1 -<br />
- - - 0.7<br />
- -<br />
- -<br />
- -<br />
- -<br />
- -<br />
0.9 -<br />
35.7 -<br />
0.2 -<br />
0.7 -<br />
0.07 -<br />
- - - 0.3<br />
- -<br />
- - 0.2<br />
- -<br />
- -<br />
- -<br />
- -<br />
145.0 -<br />
24.7 27.2<br />
1,783.3 1,758.7<br />
29.4 64.5<br />
3.9 7.6<br />
-
Rental charges - Tile Top Industry PLC<br />
Sales- Machinery - Tile Top Industry PLC<br />
Inventory management fee – Tile Top Industry PLC<br />
Interest expense - Tile Top Industry PLC<br />
Related transactions<br />
- -<br />
- -<br />
- -<br />
- -<br />
0.4 0.1<br />
1.7 -<br />
3.6 3.6<br />
0.3 -<br />
The Company has related transactions with Tile Top Industry <strong>Public</strong> Co., Ltd., Pick and Pay<br />
Co., Ltd, Muangthong <strong>Ceramic</strong> Co., Ltd, and Worldwide <strong>Ceramic</strong> Co., Ltd (its subsidiaries) owing to<br />
its majority shareholding status (more than 95 percent); moreover, the Directors of the subsidiaries are<br />
also Directors of the Company. Therefore, connected transactions have no effect on the consolidated<br />
financial statements, nor on minority shareholders whatsoever.<br />
The Company has no related transactions with Directors or major shareholders.
Management’s Discussion and Analysis<br />
<strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited<br />
Analysis of the Company’s performance in 2005<br />
The company had total revenue of 4,425 million Baht in 2005, a increase by a value of 506<br />
million Baht or 14 percent over the previous year. The main factors were the expansion in sales<br />
volume and the increase in selling prices. The cost of good sold for 2005 was 2,827 million Baht or 67<br />
percents of total sales, compared with the cost of good sold in 2004 of 2,626 million Baht, equivalent<br />
to 70 percent of sales. The ratio decreased as a result of the connected transactions between the<br />
Company and its subsidiaries. Thus, a gross profit of 1,418 million Baht was recognized, which was<br />
33 percents higher than the previous year’s margin. The selling and administration expenses in 2005<br />
were 423 million Baht, which have risen by 48 million Baht from the previous year or 13 percents<br />
increased. Most of them were spent on the transportation expenses as the consequence of the increase<br />
in sales volume and the rise in oil prices. The Company had an interest expense of 20 million Baht,<br />
which was 7 million Baht more than last year. A rise in cash flow had affected the net profit before<br />
tax to be 1,031 million Baht, or 146 million Baht more than in 2004. Consequently, the Company had<br />
the income tax appropriation of 283 million Baht, as opposed to an allocation for income tax of 2004<br />
of 209 million Baht. Thus, in 2005, the Company had net profit after tax totaling 749 million Baht,<br />
after recognizing the net profit of 43 million Baht earned from its subsidiary. The net profit in 2005<br />
was 74 million Baht more than the previous year, or equivalent to 11 percents. Earning per share<br />
(EPS) were calculated at 1.84 Baht per share, which EPS for 2004 were 1.66 Baht per share,<br />
estimating into an increase of 0.18 Baht per share.<br />
Analysis of the balance sheet for the Company as of 31 December 2005 compared with the<br />
previous year.<br />
Total assets for the Company and its subsidiary were valued at 3,425 million Baht and<br />
increased by a value of 852 million Baht from last year due to investment on shares of the 3<br />
distributors. Even though there was a growth in sales, the Company’s accounts receivables, which as<br />
of the end of December 2005, dropped by 410 million Baht, yet its subsidiaries’ receivables rose by<br />
714 million Baht. Inventory at the close of the year was recorded at 549 million Baht or 137 million<br />
Baht more than last year. Total current assets for the Company and its subsidiary were 1,694 million<br />
Baht and rose by 479 million Baht from the previous year. The amount of investments in its<br />
subsidiaries (Tiletop Industry <strong>Public</strong> Co., Ltd, Pick and Pay Co., Ltd, Muangthong <strong>Ceramic</strong>s Co., Ltd,<br />
and Worldwide <strong>Ceramic</strong>s Co., Ltd) increased from 584 to 646 million Baht. The value of property,<br />
plant and equipment rose from last year, having a book value at the end of 2004 totaling 1,018 million<br />
Baht, or an increase of 312 million Baht. The purchases of additional fixed assets were 479 million<br />
Baht in 2005, which most of them were the projects to increase production capacity.<br />
Total liabilities for the Company and its subsidiary were 1,578 million Baht, providing a debt<br />
to equity ratio of 0.9 times, compared to last year’s ratio of 0.6. Total debt to Shareholders’ equity was<br />
boosted as a result of an over budget and rise in short-term loans of 384 million Baht. In addition, the<br />
company had given loan to its subsidiaries, totaling of 145 million Baht. Total account payables of the<br />
Company and its subsidiaries had risen by 113 million Baht. Accumulated net profit increased by 202<br />
million Baht, which resulted in an shareholders’ equity of 1,847 million Baht, or a par value of 4.53<br />
Baht<br />
Note: refer to the details in the consolidated financial statements, including the Notes to the<br />
financial statements, for the operating performance and financial status of the Company and its<br />
subsidiary.
Analysis of Consolidated Financial Statements for the year ended 31 December 2005<br />
Analysis of the Company and its subsidiaries’ performances<br />
In 2005, the Company earned total revenue of 4,225 million Baht, a rise by 516 million Baht,<br />
or 14 percent from the previous year as a result of an increase in sales volume and the rise in selling<br />
price. The cost of good sold were 2,710 million Baht or 64 percents of the sales revenue, compared<br />
with the cost of good sold of 2,402 million Baht or 64 percents in 2004. The gross profit of 2005 was<br />
1,545 million Baht, or 36 percent of the sales revenue and the cost of good sold in both years were<br />
relatively equivalent due to the connected transactions between the Company and its subsidiaries. The<br />
selling and administration expenses in 2005 were 494 million Baht, which have risen by 97 million<br />
Baht from the previous year. Most of them were spent on the transportation expenses as the<br />
consequence of the increase in sales volume and the rise in oil prices and the selling and<br />
administration expenses. The Company had an interest expense of 30 million Baht, which was 12<br />
million Baht more than last year. A rise in cash flow had affected the net profit before tax to be 1,067<br />
million Baht, or 99 million Baht more than in 2004. Consequently, the Company had to withhold the<br />
income tax appropriation of 318 million Baht, as opposed to an allocation for income tax of 2004 of<br />
289 million Baht. Thus, in 2005, the Company and its subsidiaries had net profit after tax totaling 749<br />
million Baht. Earning per share (EPS) were calculated at 1.84 Baht per share, which EPS for 2004<br />
were 1.66 Baht per share, estimating into an increase of 0.18 Baht per share.<br />
Analysis of the consolidated balance sheets for the Company and its subsidiaries as of 31<br />
December 2005 compared with the previous year.<br />
Total assets for the company and its subsidiary were valued at 4,144 million Baht and<br />
increased by a value of 841 million Baht from last year, or alternatively 25 percents. A take over of<br />
three distributors resulted in account payables as of December 2005 of 265 million Baht, or 408<br />
million Baht less than the previous year. Inventory levels were 1,132 million Baht, which have risen<br />
by 570 million Baht from the year before. Total current assets of the Company and its subsidiary were<br />
1,492 million Baht and rose by 217 million Baht from last year. The value of property, plant, and<br />
equipment rose from last year, having a book value as of December totaling 2,545 million Baht.<br />
During the year 2005, there were investments on expanding the production capacity and purchase of<br />
additional fixed asset, as a result, the book value of land, building, and equipment have risen by 372<br />
million Baht.<br />
Total liabilities for the Company and its subsidiary were 2,273 million Baht, providing a debt<br />
to equity ratio of 1.21 times. This was resulted from a rise in cash flow of 587 million Baht in<br />
comparison with last year’s shareholders’ equity of 1,871 million Baht, or a boost of 201 million Baht<br />
in the net profit.<br />
Note: Refer to the details in the consolidated financial statements, including the Notes to the Financial<br />
statements for the operating performance and financial status of the Company and its subsidiaries.
LIQUIDITY RATIO<br />
Unit 2005 2004 2003<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Current Ratio times 0.7 1.1 0.8 1.3 0.6 1.2<br />
Quick Ratio (Acid test) times 0.2 0.7 0.4 0.9 0.4 1.0<br />
Account Receivable Turnover times 9.1 9.1 6.0 6.0 5.6 5.6<br />
Account Receivable turnover days 40 40 61 61 66 66<br />
Inventory turnover times 3.2 5.9 4.6 7.6 5.7 9.9<br />
Average Sales Turnover days 114 62 79 48 64 37<br />
Account Payable Turnover times 6.7 16.2 6.6 19.3 7.4 18.5<br />
Average Account Payable<br />
Turnover<br />
days 54 22 56 19 49 20<br />
Cash Cycle days 100 80 84 90 80 83<br />
PROFITABILITY RATIO<br />
Unit 2005 2004 2003<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Gross Profit Margin % 36.9 34.3 37.0 34.1 34.3 32.8<br />
Net Profit Margin % 17.4 17.4 17.8 17.3 15.6 15.8<br />
Return on equity % 40.0 40.5 40.4 41.0 34.7 35.2
EFFICIENCY RATIO<br />
Unit 2005 2004 2003<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Return on Asset % 18.1 21.9 20.4 26.2 15.8 18.2<br />
Return on Fixed Asset % 29.4 69.2 31.1 87.8 22.2 70.3<br />
Asset Turnover times 1.0 1.2 1.1 1.5 1.0 1.1<br />
FINANCIAL POLICY<br />
RATIO<br />
Unit 2005 2004 2003<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Debt to Equity Ratio times 1.2 0.9 1.0 0.6 1.2 0.9<br />
Times Interest earned times 33.1 45.6 62.3 87.7 47.5 15.1<br />
Per Share Unit 2005 2004 2003<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Booked Value Baht 4.59 4.53 4.09 4.03 3.55 3.50<br />
Earning per Share Baht 1.84 1.84 1.66 1.66 1.23 1.23<br />
Growth rate Unit 2005 2004 2003<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Consolidated<br />
Financial<br />
Statement<br />
Consolidated<br />
Financial<br />
Statement<br />
Company<br />
Total Assets % 25.5 33.1 4.1 (6.6) 13.5 30.8<br />
Total Liabilities % 39.2 70.0 (5.4) (30.1) 21.8 77.3<br />
Sales Revenue % 13.8 13.5 18.1 18.1 40.6 40.6<br />
Selling and Admin. Expense % 22.1 12.4 7.8 14.5 24.7 30.7<br />
Net profit(loss) % 10.9 10.9 34.5 34.5 38.0 39.2
Board of Directors’ Responsibility for Financial <strong>Report</strong>ing<br />
The Board of Directors is responsible for <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company<br />
Limited’s financial statements and <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong> Company Limited’s and its<br />
subsidiaries’ consolidated financial statements, including the financial information presented<br />
in this annual report. The aforementioned financial statements are prepared in accordance<br />
with generally accepted accounting principles, and transparently disclosed in the notes to<br />
financial statements for the company’s shareholders and investors.<br />
The Board of Directors has provided and maintained a risk management system and<br />
appropriate and efficient internal controls to ensure that accounting records are accurate,<br />
reliable and adequate to protect its assets and uncover any weakness that may be present in<br />
order to prevent fraud or materially irregular operations.<br />
In this regard, the Board of Directors has appointed an Audit Committee to be<br />
responsible for reviewing the accounting policy, financial reports, internal controls, internal<br />
audit, and risk management system. The Audit Committee has also reviewed a disclosure of<br />
related party transactions. All their comments on these issues have been included in the Audit<br />
Committee <strong>Report</strong> which is presented in this annual report.<br />
The financial statements of the company and the consolidated financial statements of<br />
the company and its subsidiaries have been examined by an external auditor, Dhammanitti<br />
Audit Offices Limited. To conduct the audits and express an opinion in accordance with<br />
generally accepted auditing standards, the auditor was provided with all of the company’s<br />
records and related data as requested. The auditor’s opinion is presented in the auditor’s<br />
report as part of this annual report.<br />
The Board of Directors believes that the company’s overall internal control system has<br />
functioned up to a satisfactory level and rendered credibility and reliability to <strong>Dynasty</strong><br />
<strong>Ceramic</strong> <strong>Public</strong> Company Limited’s financial statements and <strong>Dynasty</strong> <strong>Ceramic</strong> <strong>Public</strong><br />
Company Limited’s and its subsidiaries’ consolidated financial statements for the year ended<br />
31 December 2005.The Board of Directors also believes that all these financial statements<br />
have been prepared in accordance with generally accepted principles and related regulations.<br />
(Roongroj Saengsastra) ( Gen.Yuttasak Sasiprapha)<br />
Chairman of the Board Chairman of the Audit Committee
Corporate references<br />
Registrar Securities Depository (Thailand) Co., Ltd.<br />
The Stock Exchange of Thailand Building,<br />
Address 52 Ratchadapisek Road, Klongtoey Sub-district,<br />
Klongtoey District, Bangkok 10110<br />
Tel. 0-2229-2800, 02-654-5599 Fax. 02-359-1259<br />
Corporate auditors Mr. Pichai Dachanaphirom,<br />
Certified <strong>Public</strong> Accountant Registration Number 2421<br />
Dhammanitti Audit Co., Ltd.,<br />
Address. 267/1 Pracharatch Sai 1,<br />
Tel. 0-2587-8080 Fax. 02-586-0301<br />
Legal counsel Jaturadhamma Legal Office<br />
Address. 130-132 Akaranuphongse Building<br />
Krungkasem Road, Bangkhunprom Sub-district,<br />
Phra Nakhon District, Bangkok 10200<br />
Financial consultants - none –<br />
Consultants or contractual - none -<br />
management