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Annual Report 2010
Annual Report 2010Asian Property Development Plc.
4
A MIXTURE OF INVENTIONAND IMAGINATION CREATES
AN INNOVATION FOR MODERN LIVING,FIRSTLY TO BE DISCOVERED.
AP is determined to create urban living spaces that best reflectthe changing times. Through the use of the latest innovations
in design and materiel, we hope to add interesting andthoughtful elements to our metropolis. And in doing so,
create a happier and more fulfilling life for you.
A MIXTURE OF INVENTIONAND IMAGINATION CREATES
AN INNOVATION FOR MODERN LIVING,FIRSTLY TO BE DISCOVERED.
AP is determined to create urban living spaces that best reflectthe changing times. Through the use of the latest innovations
in design and materiel, we hope to add interesting andthoughtful elements to our metropolis. And in doing so,
create a happier and more fulfilling life for you.
Contents
Message from the CEO 6Financial Highlight 2010 8Awards 15Board of Directors 16Management 18Economic Outlook 22 Property Market Outlook 24AP’s Projects 26Company Background 30Structure 32Shareholding and Management Structure 33Good Corporate Governance 60Risk Factors 68Reports and Financial Statements 74Company Information 129
Contents
Message from the CEO 6Financial Highlight 2010 8Awards 15Board of Directors 16Management 18Economic Outlook 22 Property Market Outlook 24AP’s Projects 26Company Background 30Structure 32Shareholding and Management Structure 33Good Corporate Governance 60Risk Factors 68Reports and Financial Statements 74Company Information 129
8
Innovation Drivesthe Future
99
Innovation Drivesthe Future
Message from the CEO
In 2010 the property market was active throughout the year. Starting with the rush of unit transfers
as to acquire the privilege from government’s stimulus package which was terminated in the first quarter,
most of developers, as a consequence, achieved the highest revenue recognition of the year, including
Asian Property Development Plc (“AP”). However, the government had prolonged only the transfer fee
and mortgage registration fee reduction to 31 May 2010. The market dropped slightly in the second quarter but
did not cease despite of the domestic politic chaos. In the latter half of 2010, numerous property projects
were launched, bustling the market again until Bank of Thailand announced the revised rules to regulate
housing loans granted by commercial banks in order to keep the loan competition among commercial
banks under control, since it could be harmful to the market.
AP’s 2010 was the year of development in respect of products, organizational structure, human
resource and computer system with the aim to underlie the company’s growth and strengthen the
company in the intense competition. AP has developed products to fill the new market and diversify the
target range to both upper and lower levels such as “The Palazzo”, newly established brand of AP that
offers over Baht 15 million single detached houses, or ”Aspire” which represents condominiums around
Baht 2 million. AP has also reorganized the company’s structure to be clearer in responsibility. Business
Units were set up, parting from Sale Department and Marketing Department, to clearly separate the
responsibilities and to enhance knowledge and skill of each function to their staff. Moreover, the company
also set up a training center for Sale department and Construction Department to assist staff in learning
their work. AP has also replaced the former system software with SAP (System, Application and Products
in Data Processing) which is well recognized Enterprise Resource Planning (ERP) software to prepare for
the company’s growth in the future. This development in products and operation has resulted in the
company’s backlog in 2010 which had reached Baht 23,593 million, while the revenue increased 9.6%
from the previous year to Baht 13,840 million. Net profit increased 15.5% to Baht 2,229 million as well.
In 2011, AP continues its plan to expand the market and innovate new products to fulfill customers’
needs; townhouses at Baht 2 million price range under “The Pleno” brand are introduced where precast
technology is applied to the construction as to reduce time and cost. These townhouses are developed by
SQE Construction Co., Ltd., which was a newly established subsidiary company setting up particularly to
engage in construction of townhouses in this price range. The Company reckons that this type of product
will support the future growth.
Moreover, the Company aims for new 15-20 project launches which are valued around Baht
25,000 million this year. However, to acquire land, the Company still prioritizes cash flow and financial
discipline as the first issue. Moreover, the Company also emphasizes in personnel development along
with creating young executives so as to efficiently drive the Company to its goals. Meanwhile, AP also
develops the affiliation with allies in terms of finance, marketing and construction to establish stronger
steps in providing better products and services to customers and in long term development.
Last but not least, all members of AP executive team and I would like to express our thanks to all
valued shareholders, bondholders, customers, alliances and staff for supporting AP all year long.
(Mr. Anuphong Assavabhokhin)
Chief Executive Officer
10
Innovation CreatesNew Culture
11
Innovation CreatesNew Culture
11
Financial Highlight 2010
Asian Property Development Public Company Limited (AP.BK / AP TB) reported a record high
2010 net profit of 2.23 billion Baht or EPS of 0.95 Baht/share (see Figure 1). The net profit rose 15.5%
from the previous year in spite of the expiration of the property tax incentives (3.3% Specific Business Tax
expired in Mar 2010 and 2.0% Transfer Fee expired in May 2010). Net profit margin achieved at 16.1%. Solid
performance was mainly driven by growing revenues (+9.6% YoY) and gross margin improvement (37.8%
versus 33.5% previously).
Revenues in 2010 grew 9.6% to 13.8 billion Baht (see Figure 2). Revenue contribution from
high-rise projects was similar to the prior year at 53% (see Figure 3) but 2010 high-rise gross margin
was substantially higher at 41.4% (37.2% in 2009) led by The Address Chidlom (project gross margin of
46.0% and 9.3% revenue contribution in 2010). Supported by our diversified product strategy, revenue mix
from projects was well balanced as the largest contributor to 2010 revenue was only 13.3% from Rhythm
Ratchada project. This project has started transfer since Q4 2010 with the achievement of 51% transfer rate
(451 units). In the midst of the fear of oversupply, the successful and quick transfer rate on this project
reflected healthy demand in our condominium market.
Figure 1 Net Profit (million Baht)
Source: Asian Property Development
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
265
689
1,1941,099
770
1,344
899
1,429
1,930
0
500
1,000
1,500
2,000
2,500
2,229
Annual Report 2010Asian Property Development Plc.
12
Figure 2 Revenue (million Baht)
0
6,000
4,000
12,000
2,000
8,000
10,000
14,000
16,000
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
1,281
2,701
4,757
5,7405,258
6,344
7,825
9,265
12,628
13,840
Source: Asian Property Development
Meanwhile, selling and administrative expenses increased from 1.32 billion Baht to 2.05 billion
Baht or up 55% as a result of the expiration of specific business tax and transfer fee of 3.3% and 2% in
March and May 2010 respectively. Moreover, on 1 Oct 2010, AP completely bought the 49% holding on
Rhythm Ratchada project and The Address Sathorn project from Pacific Star Group. Then, goodwill on
share premium of total 452 million Baht was occurred and 144.7 million Baht were amortized under
SG&A, matching with the number of unit transfer of Rhythm Ratchada, in Q4 2010. Selling and administrative
expenses as a percentage of sales therefore rose to 14.8% compared to 10.4% in 2009.
On the balance sheet side, net debt to equity ratio slightly rose from 0.94x in the previous quarter
to 1.08x at the end of 2010 with net debt of 10.3 billion Baht. In addition, Book value was 4.1 Baht per share
and ROE was at 25.4%.
Annual Report 2010Asian Property Development Plc.
13
Figure 3 Breakdown of Property Development Revenues by Projects in 2010
Source: Asian Property Development
Sales booking in 2010
Total sales booking in 2010 reached 17.5 billion Baht, of which 10.6 billion Baht came from condo-
minium. Driven by 14 new Townhouse (TH) and Single Detached House (SDH) projects launched in 2010,
sales booking from TH and SDH was up 21.1% YoY to 6.9 billion Baht (see Figure 4). In the meantime, we
launched 6 new condominium projects last year (see Figure 6).
At the end of 2010, sales backlog (already sold but not yet recognized income) was carried at 23.6
billion Baht. TH and SDH represented 2.1 billion Baht while condominium backlog was at 21.5 billion Baht
which will be last until 2014 (see Figure 8).
AP plans to launch at least 15 new projects valued 18.8 billion Baht in 2011 (see Figure 7). We
expect to spend in the range of 5.5-6.0 billion Baht on the land acquisition for this year, compared to 5.4
billion Baht in 2010 and 4.5 billion Baht in 2009.
Life @ Huay Kwang7%
Rhythm Ratchada13%
The City(Rama 5 - Ratchaphruek)
3%The City (Rattanatibet)
5%
The Address Patumwan2%
The Centro (Sukhumvit 113)2%
Baan Klang MuangUrbanion (Srinakarin)
3%
Life @ Suthisan5%
Life @ Sukhumvit 659%
Others16%
Baan Klang MuangUrbanion (Rama9-Ladprao)
5%
Baan Klang Muang Urbanion (Kaset-Navamin) II
5%
Baan Klang Krung (Sathorn)6%
Baan Klang Krung (Royal ViennaRatchavibha)
3%
The Centro (Ram intra)2%
The Address Chidlom9%
Life@Sathorn 105%
Annual Report 2010Asian Property Development Plc.
14
Source: Asian Property Development
Figure 5 Financial Summary
Figure 4 Summary of Projects (million Baht)
2010 2009 2008 2007 2006
Revenues from Property Development (Btm) 1 3,692 12,520 9,163 7,785 6,344
YoY Chg (%) 9.4% 36.6% 17.7% 22.7% 41.3%
Consolidated Revenues (Btm) 13,840 12,628 9,265 7,825 6,344
YoY Chg (%) 9.6% 36.3% 18.4% 23.3% 20.7%
Gross profit from Property Development (Btm) 5,090 4,120 3,171 2,537 1,996
Gross margin from Property (%) 37.2% 32.9% 34.6% 32.6% 31.5%
Overall Gross profit (Btm) 5,238 4,228 3,274 2,577 1,996
Gross margin (%) 37.8% 33.5% 35.3% 32.9% 31.5%
Operating profit (Btm) 3,113 2,842 2,258 1,389 1,043
Operating margin (%) 22.5% 22.5% 24.4% 17.8% 16.4%
Net profit from normal operations (Btm) 2,229 1,930 1,429 899 794
YoY Chg (%) 15.5% 35.1% 59.0% 13.2% 22.2%
Net profit (Btm) 2,229 1,930 1,429 899 1,344
YoY Chg (%) 15.5% 35.1% 59.0% -33.1% 74.5%
EPS (Bt) 0.95 0.83 0.61 0.39 0.59
Total assets (Btm) 24,114 19,159 17,609 13,145 10,418
Equity (Btm) 9,514 8,030 6,574 5,513 5,048
Outstanding debt (Btm) 10,667 7,942 7,986 5,509 4,031
Net debt (Btm) 10,311 6,234 6,227 4,787 3,124
Net debt to equity (x) 1.08 0.78 0.95 0.87 0.62
ROE (%) (average equity) 25.4% 26.4% 23.6% 17.0% 29.8%
2008 Q1 Q2 Q3 Q4 2009 Q1 Q2 Q3 Q4 2010
2009 2009 2009 2009 2010 2010 2010 2010
Gross sales booking 11,932 2,330 4,906 10,007 4,713 21,956 3,861 3,571 7,538 5,860 20,830
Beginning Backlog 14,669 13,924 12,852 14,314 20,476 13,924 19,744 16,747 17,334 22,771 19,744
Total sold value 26,601 16,254 17,758 24,321 25,188 35,880 23,605 20,318 24,872 28,630 40,574
Cancellation (3,514) (700) (1,181) (1,009) (726) (3,616) (822) (851) (737) (878) (3,289)
Net sold value 23,087 15,554 16,578 23,312 24,462 32,264 22,782 19,467 24,135 27,752 37,285
Revenue Recognition (9,163) (2,702) (2,264) (2,836) (4,718) (12,520) (6,035) (2,133) (1,365) (4,159) (13,692)
Ending Backlog 13,924 12,852 14,314 20,476 19,744 19,744 16,747 17,334 22,771 23,593 23,593
• from TH&SDH 1,826 1,681 2,089 2,164 1,629 1,629 1,075 1,835 2,545 2,110 2,110
• from Condo 12,098 11,171 12,225 18,312 18,115 18,115 15,672 15,499 20,226 21,483 21,483
Net Sales Booking 8,418 1,630 3,726 8,997 3,987 18,341 3,038 2,720 6,802 4,981 17,541
• from TH&SDH 5,185 1,284 1,822 1,562 1,066 5,735 998 2,155 1,964 1,829 6,946
• from Condo 3,233 346 1,904 7,435 2,921 12,606 2,040 565 4,838 3,152 10,595
Annual Report 2010Asian Property Development Plc.
15
Project Completion % sold (in Available No of value Launch (last unit unit) (as for sales Ongoing Projects Rai units (Btm) year transferred) of 31 Dec 10) (Btm)Single Detached HousePlace & Park 91.6 275 800 N/AThe City (Pinklao) 38.0 88 768 Q3 2004 Q2 2010 100% 0The City (Pinklao) Phase II 115.7 283 2,241 Q2 2007 Q2 2010 100% 0Baan Klang Krung (The Nice Ratchavibha) 18.2 50 670 Q2 2006 Q2 2011 86% 94The Centro (Sukhumvit 113) 35.6 188 800 Q3 2008 Q4 2011 84% 128The City (Rattanathibet-Khaerai) 60.0 206 1,600 Q3 2008 Q4 2011 92% 132The City (Rama 5-Ratchaphruek) 27.1 106 746 Q1 2009 Q1 2011 100% 0The Centro (Rattanatibet) 121.0 453 2,700 Q2 2010 Q4 2013 14% 2,325The Centro (Ram intra) 73.3 296 1,600 Q2 2010 Q4 2013 21% 1,265The City (Rama5-Ratchaphruek) II 50.6 140 1,150 Q3 2010 Q4 2013 6% 1,084The Centro (On nuch-Wongwan) 57.1 216 1,400 Q3 2010 Q4 2013 5% 1,329The Centro (Watcharapon) 111.7 407 2,250 Q4 2010 Q4 2014 1% 2,228The Palazzo Sathorn 44.0 108 1,500 Q4 2010 Q4 2013 16% 1,264SDH-Available for Sales 9,848TownhouseBaan Klang Krung (The Royal Vienna Ratchavibha) 35.6 330 1,850 Q4 2006 Q2 2011 99% 11Baan Klang Muang Urbanion (Rama 9 - Wongwan) 10.9 124 430 Q4 2007 Q1 2011 99% 3Baan Klang Muang Urbanion (Sathorn - Taksin) 22.6 208 1,120 Q2 2008 Q2 2010 100% 0Baan Klang Muang Urbanion (Sukhumvit 113) 11.6 124 369 Q2 2008 Q3 2010 100% 0Baan Klang Muang Urbanion (Ladprao 71(4)) 7.1 75 417 Q3 2008 Q1 2010 100% 0Biztown (Srinakarin) 6.0 54 348 Q3 2008 Q3 2010 100% 0Baan Klang Muang Urbanion (Srinakarin) 22.0 207 910 Q3 2008 Q3 2011 89% 101Biztown (Ladprao) 9.8 69 660 Q1 2009 Q1 2011 99% 10Baan Klang Muang Urbanion (Rama9 - Ladprao) 13.7 150 780 Q4 2009 Q2 2011 87% 99Baan Klang Muang Urbanion (Kaset - Navamin) II 23.8 271 1,100 Q1 2010 Q4 2011 71% 317Baan Klang Krung (Sathorn) 9.0 90 950 Q2 2010 Q1 2011 100% 0Baan Klang Muang Urbanion (Rama 3 - Suksawat) 8.4 92 400 Q3 2010 Q2 2011 92% 30Biztown (Rama3 - Suksawat) 7.1 63 500 Q3 2010 Q4 2011 37% 317Baan Klang Muang (Ladprao - Sena) 8.1 88 450 Q3 2010 Q2 2011 74% 118Baan Klang Muang S-Sense (Sathorn - Taksin) II 52.8 486 2,600 Q3 2010 Q4 2015 7% 2,423Baan Klang Muang S-Sense (Rama9 - Ladprao) 28.7 302 1,500 Q3 2010 Q4 2013 16% 1,262Baan Klang Muang S-Sense (On nuch - Wongwan) 32.3 338 980 Q4 2010 Q4 2013 4% 945TH-Available for Sales 5,637CondominiumThe Address Chidlom 4.5 597 3,940 Q1 2007 Q2 2011 98% 59Life @ Sathorn10 1.4 286 1,056 Q2 2007 Q2 2010 100% 0Life @ Ratchada - Suthisan 2.9 484 1,270 Q2 2007 Q3 2010 100% 0Life @ Sukhumvit 65 2.7 540 1,570 Q3 2007 Q1 2011 100% 6Life @ Ratchada-Huay Kwang 2.5 480 1,300 Q3 2007 Q4 2010 100% 0Life @ Sukhumvit 67 1.0 78 416 Q1 2008 Q4 2010 100% 0Rhythm Ratchada 7.0 881 3,560 Q3 2008 Q4 2011 86% 485The Address Pathumwan 2.3 156 1,050 Q2 2009 Q2 2011 95% 54Life @ Ladprao 18 3.0 457 1,600 Q2 2009 Q1 2012 89% 172The Address Phayathai 1.4 152 1,070 Q3 2009 Q4 2011 82% 190The Address Asoke 3.9 574 3,370 Q3 2009 Q4 2012 99% 35The Address Sukhumvit 28 2.0 246 2,250 Q3 2009 Q3 2012 97% 64The Address Sathorn 12 3.5 562 4,100 Q3 2009 Q4 2013 75% 1,014Rhythm Ratchada-Huay Kwang 3.6 539 2,300 Q1 2010 Q2 2012 88% 273Rhythm Sukhumvit 50 3.9 589 2,500 Q3 2010 Q4 2013 100% 4Rhythm Phahol-Aree 5.5 809 3,200 Q3 2010 Q4 2014 40% 1,922Rhythm Sathorn 4.8 910 4,200 Q3 2010 Q4 2014 43% 2,414Aspire Rama 4 6.8 1,432 2,600 Q4 2010 Q4 2013 16% 2,179Aspire Ngamwongwan 8.5 1,458 2,100 Q4 2010 Q4 2013 26% 1,548Condo-Available for Sales 10,420Total ongoing projects available for sales 25,904
Note: % sold as of Dec 31, 2010 Source: Asian Property Development
Figure 6 Ongoing Projects
16
Figure 7 Projects in the Pipeline (planned to be launched) Project Completion No of value Land Launch (last unit Planned-to-be-launched projects in 2011 Rai units (Btm) acquisition year transferred)
Single Detached House 1 The Palazzo Suksawat 44.0 140 1,750 Q1 2010 Q2 2011 Q4 2013
Total SDH 1,750
Townhouse 1 Baan Klang Muang S-Sense (Srinakarin) 22.0 212 900 Q1 2008 Q1 2011 Q4 2013 2 Baan Klang Muang (Ladprao-Sena) II 10.1 97 500 Q2 2010 Q2 2011 Q4 2012 3 The Pleno (Suksawat 30) 71.3 680 1,480 Q3 2010 Q2 2011 Q4 2014 4 The Pleno (Ekachai-Kanchanapisek) 43.9 434 1,040 Q3 2010 Q2 2011 Q4 2013 5 The Pleno (Rama 5-Pinklao) 45.7 450 1,030 Q3 2010 Q2 2011 Q4 2013 6 Baan Klang Krung (Rama 3-Wongwan) 9.3 57 500 Q3 2010 Q2 2011 Q2 2012 7 Baan Klang Muang (Sathorn-Ratchaphruek) 16.3 150 600 Q4 2010 Q2 2011 Q4 2012 8 Baan Klang Muang (Ladprao 101) 6.6 79 330 Q4 2010 Q3 2011 Q4 2012 9 Baan Klang Muang (Ratchada) 13.7 165 670 Q1 2011 Q3 2011 Q4 2012 10 Baan Klang Muang (Ladprao 87) 12.1 145 590 Q1 2011 Q4 2011 Q1 2013
Total TH 7,640
Condominium 1 Rhythm Sukhumvit 44 3.0 493 2,400 Q1 2011 Q2 2011 Q4 2014 2 Aspire Srinakarin 3.4 330 440 Q1 2011 Q2 2011 Q2 2013 3 Rhythm Rama 9 5.0 535 2,645 Q1 2011 Q3 2011 Q4 2014 4 Sukhumvit 48 9.5 2,154 3,950 Q1 2011 Q4 2011 Q4 2015
Total Condo 9,435
Total planned-to-be-launched projects in 2011 18,825
Note: 1 rai = 0.4 acres = 400 sq.w. = 1,600 sq.m. Source: Asian Property Development
Figure 8 Schedule of Condo Transfer
(million Accumu- Estimated Existing Condo of AP Baht) Project Total % unit lated until
% Estimated transferred last unit
value units sold * 2010 2011F 2012F 2013F 2014F transferred The Address Chidlom 3,940 597 98% 98% 2% Q2 2011 Life @ Sathorn Soi 10 1,056 286 100% 100% Q2 2010 Life @ Suthisan 1,270 484 100% 100% Q3 2010 Life @ Sukhumvit 65 1,570 540 100% 100% Q1 2011 Life @ Ratchada - Huay Kwang 1,300 480 100% 100% Q4 2010 Life @ Sukhumvit 67 416 78 100% 100% Q4 2010 Rhythm Ratchada 3,560 881 86% 51% 49% Q4 2011 The Address Pathumwan 1,050 156 95% 95% 5% Q2 2011 Life @ Ladprao 18 1,600 457 89% 80% 20% Q1 2012 The Address Phayathai 1,070 152 82% 100% Q4 2011 The Address Asoke 3,370 574 99% 100% Q4 2012 The Address Sukhumvit 28 2,250 246 97% 50% 50% Q3 2012 The Address Sathorn 12 4,100 562 75% 30% 70% Q4 2013 Rhythm Ratchada - Huay Kwang 2,300 539 88% 80% 20% Q2 2012 Rhythm Sukhumvit 50 2,500 589 100% 100% Q4 2013 Rhythm Phahol-Aree 3,200 809 40% 50% 50% Q4 2014 Rhythm Sathorn 4,200 910 43% 10% 90% Q4 2014 Aspire Rama 4 2,600 1,432 16% 100% Q4 2013 Aspire Ngamwongwan 2,100 1,458 26% 100% Q4 2013 43,452
* % sold as of Dec 31, 2010 Source: Asian Property Development
17
18
Mr.Wason NaruenatpaisanDirector
Mr.Phanporn DubbarangsiDirector and Chairman ofAudit Committee
Mr.Pichet VipavasuphakornDirector
Mr.Pornwut Sarasin Director
Mr.Anuphong AssavabhokhinVice Chairman
Mr.Chatchaval BhanalaphChairman
Mr.Siripong SombutsiriDirector
Mr.Nontachit TulayanondaDirector and Member ofAudit Committee
12
34
56
7 89 10 11 12 13 14Mr.Chaiyarat Thampeera
Director
Mr.Kosol SuriyapornDirector and Member ofAudit Committee
Mr.Vilas PilakasiriBoard Secretary
1
2
3
4
5
6
8
9
Mr.Visanu SuchatlampongDirector
10
11
12
Ms.Kittiya PongpujaneekulDirector
13
Mr.Shaw SinhaseniDirector
7
Board of directors
14
19
Mr.Wason NaruenatpaisanDirector
Mr.Phanporn DubbarangsiDirector and Chairman ofAudit Committee
Mr.Pichet VipavasuphakornDirector
Mr.Pornwut Sarasin Director
Mr.Anuphong AssavabhokhinVice Chairman
Mr.Chatchaval BhanalaphChairman
Mr.Siripong SombutsiriDirector
Mr.Nontachit TulayanondaDirector and Member ofAudit Committee
12
34
56
7 89 10 11 12 13 14Mr.Chaiyarat Thampeera
Director
Mr.Kosol SuriyapornDirector and Member ofAudit Committee
Mr.Vilas PilakasiriBoard Secretary
1
2
3
4
5
6
8
9
Mr.Visanu SuchatlampongDirector
10
11
12
Ms.Kittiya PongpujaneekulDirector
13
Mr.Shaw SinhaseniDirector
7
Board of directors
14
20
management
Mr.Anuphong AssavabhokhinChief Executive Officer
Mr.Pichet VipavasuphakornManaging Director
Ms.Kittiya PongpujaneekulChief Financial Officer
Mr.Siripong SombutsiriExecutive Director
Mr.Opas RuangrajitpakornChief Risk Officer
Mr.Wason NaruenatpaisanChief Operation Officer
Mr.Piyawat SuephaisalExecutive Vice PresidentBusiness Affair Liaison Dep.
Mrs.Supalak ChanpitakChief Business Unit 4
21
management
Mr.Anuphong AssavabhokhinChief Executive Officer
Mr.Pichet VipavasuphakornManaging Director
Ms.Kittiya PongpujaneekulChief Financial Officer
Mr.Siripong SombutsiriExecutive Director
Mr.Opas RuangrajitpakornChief Risk Officer
Mr.Wason NaruenatpaisanChief Operation Officer
Mr.Piyawat SuephaisalExecutive Vice PresidentBusiness Affair Liaison Dep.
Mrs.Supalak ChanpitakChief Business Unit 4
22
Mr.Vittakarn ChandavimolDeputy Chief Marketing Officer
Mr.Somchai WattanasaowapakDeputy Chief IT Officer
Mr.Marote VanananDeputy Chief Commercial Service
Mr.Pumipat SinacharoenDeputy Chief Financial Officer
Mr.Pamorn PrasertsanDeputy Chief Business Unit 2
Mr.Visanu SuchartlumpongChief Business Unit 1
Mr.Suchart Otaivites, Ph.D.Deputy Chief People Officer
Mr.Boonlert RatinthornDeputy Chief Business Unit 3
management
23
Mr.Vittakarn ChandavimolDeputy Chief Marketing Officer
Mr.Somchai WattanasaowapakDeputy Chief IT Officer
Mr.Marote VanananDeputy Chief Commercial Service
Mr.Pumipat SinacharoenDeputy Chief Financial Officer
Mr.Pamorn PrasertsanDeputy Chief Business Unit 2
Mr.Visanu SuchartlumpongChief Business Unit 1
Mr.Suchart Otaivites, Ph.D.Deputy Chief People Officer
Mr.Boonlert RatinthornDeputy Chief Business Unit 3
management
Innovation InfluencesBehaviour
25
Innovation InfluencesBehaviour
25
Economic Outlook
In the year 2010, Thai economy grew by 7.8% as opposed to -2.3% the year before, despite the
fact that the world economy is still fragile including the cancellation of the government subsidy policy, the
domestic political unrest in the second quarter and the devastating flood in the last quarter of the year.
The contributing factors for this growth rate are (1) Export of goods and services grew by 14.7% from the
previous year. Export growth is also seen in part to a consequence of the recovery of foreign demand
(2) investment of private sector grew by 13.8% as the result of the growth in export and the recovery of
the domestic consumption (3) private consumption expand by 4.8% from the low interest rate and the
unemployment rate which reduces from 1.5% in 2009 to 1.0%. Another boosting factor is the recovery of
the tourism industry in the second half of the year.
With all these factors combined, the result is the surplus of US Dollars 14.0 Billion in the trade
balance and the surplus of US Dollars 14.8 Billion in the current account, The international reserve surges
34.4% from the year before to US Dollars 172.13 Billion. At the same time, inflation rate increased to 3.3%
from -0.8% the year before as a result from the increase in price of agricultural products and gasoline. In
order to maintain stability, Bank of Thailand gradually increases interest rate to slow down the inflation
rate which expected to rise in the year 2011.
In the year 2011, Thai economy is expected to grow but at the slower rate. Office of the National
Economic and Social Development Board forecasts the growth to be in the range of 3.5-4.5%. The
positive contributing factors are; (1) expansion in world economy contributing to export sector, production
and tourism industry, (2) tendency in climbing consumers’ income as a result of the increase of wages in
government and private labor market, including the increasing agricultural price earning more to farmers,
(3) low unemployment rate, and (4) recovery of tourism industry leading to the growth of production and
service industry.
The risks in Thai economy in 2011 predictably are; (1) uncertain recovery of the world economy,
(2) increasing fuel price affecting to cost of production and exporter income, (3) rise in inflation rate and
interest rate weakening consumers and investors’ confidence, (4) political conflict affecting consumers,
tourists and foreign investors’ attitude, and (5) uncertainty of the agricultural sector in terms of output,
price and income regarding climate change and higher cost of production due to increasing fuel price.
Annual Report 2010Asian Property Development Plc.
26
Property Market Outlook
Property Market started the year 2010 vigorously continued from the previous year since it was
predicted that the government would cease the stimulus package, i.e., lowering Specific Business Tax
(SBT) from 3.3% to 0.1% and ownership transferring fee and mortgage registering fee from 2.0% to 0.01%
which ended on 28 March 2010. Thus, in the first quarter of 2010, the rate of ownership transferring of
property in Bangkok and vicinity area has shown 60% increased from the same period of the year
before, while the house registration also rose 63%. Later the government extended the stimulus package
of transferring fee and mortgage registering fee reduction to 31 May 2010. The extension was offered
only to consumers while the entrepreneurs were to resume the SBT responsibility. In the second quarter,
domestic chaos had slightly impeded the property market growth, particularly to condominiums in
central business district. However, there was a rapid growth in the latter half of the year due to the
revival of internal economy. Overall, the property market grew by 10.7% from the previous year which
was explained by the number of house registration increased by 94,977 units while the previous year was
105,152 units.
At the end of the year, Bank of Thailand (“BOTิ”) has revised a set of rules to control mortgage loan
grants for houses and condominiums by adjusting the risk weight calculation. Formerly, at any amount
of Loan to Value (“LTV”), commercial banks would apply the same value of risk weight which was 35%. It
was changed to be whenever commercial banks grant a loan exceeding Baht 10 million and LTV not
exceeding 80%, the 35% risk weight will be applied. If LTV reaches over 80%, risk weight will be increased
to 75%. Housing loans under Baht 10 million are divided into 2 types; (1) housing loan for high rise project
or condominium and (2) housing loan for low rise project. If LTV in loan of the first type (condominium)
does not exceed 90% of the price upon purchase, risk weight will be at 35%. If LTV exceeds 90%, risk
weight of 75% will be applied. This rule applies to a sale purchase contract made on 1 January 2011
onward. For housing loan type 2 (low rise project), if LTV does not exceed 95%, risk weight will be at 35%.
If LTV exceeds 95%, risk weight of 75% will be applied. This rule will apply on 1 January 2012 onward.
However, they rarely have an effect to the property market since down payment portion nowadays has
taken 5-10% of the purchase price.
Regarding the supply, anxieties in world economy and political instability in 2009 had impeded
projects launching in the first half of 2009 and were relieved in the latter half to the first half of 2010. This
resulted in 100% increased in new launched projects; the highest record belongs to condominium sector
which achieved 60,972 units, while townhouses and single-detached house gain 31,365 and 17,353 units
respectively. However, take up rate decreased, comparing with many years before when some projects
were sold out in just a few hours. Since there are bunch of new projects launched nowadays, consumers
benefit from more choices of products and less buying speculation. This creates balance in the market.
Sale volume represents concrete demand of property and gradually grows. Ranking by price, the highest
amount of units launched was products under Baht 2 million in which 64,247 units were launched or
equivalent to 55% of the total newly launched units. 36,888 units out of this number contributed to
condominium, followed by 23,632 units of townhouses. Over supplying in these products was, therefore,
concerned.
Annual Report 2010Asian Property Development Plc.
27
The considerable amount of newly launched projects has fluttered the intense competition among
major developers. They aim to diversify their product categories and price range to serve demands of
every level of consumers in order to underlie their future business growth. However, these major
developers gain advantages over medium and small ones in terms of brand reputation, funding and
bargaining power against suppliers, they also benefit from lower cost of production, more manageable
cash flow and lower debt to equity ratio. Moreover, commercial banks tend to offer special interest rate of
mortgage loans to customers of major developers and strict with project financing of small entrepreneurs
which caused them to drop off from the market and eventually left only the big ones.
In 2011, it is anticipated that the property market will grow up from last year in response
to domestic economy while competition among major developers maintains its harshness by market
expanding and new project launching. Predictably, they become more oriented in low rise project
development this year since condominium projects were abundantly developed previous year and a lot
of them are still available for sale. Factors that may decelerate the property market in 2011 are political
status, higher cost of construction materials, potentially higher interest rate and commercial banks’ rules
to control mortgage loans for condominium, while factors that contribute to the market growth are the
construction of new rapid transportation routes and expanded phrases (MRT and BTS) and Airport Link
line which introduces new locations to consumers’ choice. Reorganizing scheme of the city plan such as
adjusting Floor Area Ratio (FAR) also encourages the capability of land usage particularly areas connected
to MRT and BTS lines. Additionally, oil price in 2011 has tendency to climb up and consumers’ behavior
has changed to live in a condominium, while commercial banks are competing in housing loan market.
These facts substantially support the market growth.
28
Sky KitchenRhythm
Sunken Lobby
Rhythm
Long Yard GardenRhythm
Thai Style Kitchen Baan Klang Muang S-Sense
Double StorageBaan Klang Muang S-Sense
Working AreaBaan Klang Muang S-Sense
Variety of Bedrooms
Baan Klang Muang S-Sense
Double Access BathroomRhythm
29
Sky KitchenRhythm
Sunken Lobby
Rhythm
Long Yard GardenRhythm
Thai Style Kitchen Baan Klang Muang S-Sense
Double StorageBaan Klang Muang S-Sense
Working AreaBaan Klang Muang S-Sense
Variety of Bedrooms
Baan Klang Muang S-Sense
Double Access BathroomRhythm
30
31
Innovation Makesthe Future Visible
33
Innovation Makesthe Future Visible
33
Company Background
Property development business
Asian Property Development Public Company Limited (“the Company”) conducts a property de-
veloping business in the heart of Bangkok and its vicinity areas; namely, “Baan Klang Krung”, “Baan
Klang Muang”, “The City”, “The Address”, “Life”, “Rhythm”, “Biztown”, and “The Centro” which are
represented by . This year the Company has expanded its business and launched 2 new brands;
i.e., “The Palazzo” and “Aspire”. Our products are townhouse, home office, single detached house and
condominium in which the Company develops from newly-bought lands mainly.
The Company and its 8 subsidiaries aim to build quality and satisfaction into our projects in cen-
tral business district and residential area where close to public transportation for our target customers in
the price range of Baht 1.4 – 20 million. Each project is determined to serve customers by type and price
range under various brands as shown in below table.
Brand Type Price range Target clients
Baan Klang Krung Townhouse, SDH Baht 8 million+ 35-50 years old
Baan Klang Muang Townhouse Baht 3.3-5.5 million 28-40 years old
BIZTOWN Home Office Baht 7-12 million 35-50 years old
The Palazzo SDH Baht 10-20 million 35-55 years old
The City SDH Baht 7-10 million 35-55 years old
The Centro SDH Baht 5-8 million 30-45 years old
THE ADDRESS Condominium Baht 5-15 million 30-55 years old
Rhythm Condominium Baht 3-7 million 25-45 years old
Life Condominium Baht 2.6-5 million 25-45 years old
Aspire Condominium Baht 1.4-2.5 million 23-35 years old
Our 2 subsidiaries were additionally set up to provide services in property management; Smart
Service and Management Co., Ltd, and property brokerage; Bangkok CitiSmart Co., Ltd.
Other businesses
• SQE Construction Co., Ltd. engages in construction business in which The Value Property
Development Co., Ltd. one of the Company’s subsidiaries, holds 99.99% shares.
• Prebuilt Plc. engages in construction business for residential, office and factory buildings as
well as supplement to the existing building and interior decoration. Prebuilt Plc. acts as a main
contractor, dealing directly with the projects’ owners. The Company holds 19.96% shares in
Prebuilt Plc.
Annual Report 2010Asian Property Development Plc.
34
Structure
Asian Property Development Plc.
Property Development
Asian Property (Krungthep) Co., Ltd.
99.99%
Asian Property (Sukhumvit) Co., Ltd.
99.99%
Asian Property Co., Ltd.*
99.99%
Thonglor Residence Co., Ltd.
99.99%
The Value Property Development Co., Ltd.
99.99%
AP (Sathon) Co., Ltd.
99.99%
AP (Ratchada) Co., Ltd.
99.99%
Property Management
Smart Service Management Co.,Ltd.
99.99%
Property Broker
Bangkok CitiSmart Co., Ltd.
99.99%
SQE Construction Co., Ltd.
99.99%
Signature Advisory Partners Co., Ltd.
99.99%
*Asian Property Co., Ltd. is an amalgamating company by the former Asian Property Co., Ltd., Asian Property Holding Co., Ltd., Asian Property (Ratchavipa) Co., Ltd., Asian Property (Sathorn) Co., Ltd., Asian Property (Ladphroa) Co., Ltd. and Trillion Development Co., Ltd.
Annual Report 2010Asian Property Development Plc.
35
Shareholding and Management Structure
As of 31 December 2010, the Company’s registered capital amounted to Baht 2,383,289,729,
consisted of 2,383,289,729 ordinary shares with par value of one Baht per share. The paid-up capital is
Baht 2,343,332,866 consisted of 2,343,332,866 ordinary shares with par value of one Baht per share.
Top ten largest shareholders of the Company as of 30 December 2010
Shareholder’s name No. of shares % of total paid-up shares
1 Mr. Anuphong Assavabhokhin 553,823,910 23.63
2 Thai NVDR Co.,Ltd. 260,701,347 11.13
3 Mr. Pichet Vipavasuphakorn1 241,309,000 10.30
4 HSBC (Singapore) Nominees Pte Ltd. 132,103,700 5.64
5 Nortrust Nominees Ltd. 91,391,303 3.90
6 The Bank of New York (Nominees) Limited 44,268,341 1.89
7 Mr. Chanchai Krairittichai 40,569,270 1.73
8 TFB for MFC-Thai Fund Investment Plan 39,134,000 1.67
9 Somers (U.K.) Limited 39,036,200 1.67
10 American International Assurance Company Limited-APEX 35,000,000 1.49
Total 1,477,337,071 63.05
1 Mr. Pichet Vipavasuphakorn and spouse
Dividend payout policy The Company conducts dividend payout policy of no more than 50% of net profit in any financial
year. The Company will consider various factors to determine the dividend; for example, operation result
and financial status, liquidity, business expansion prospect, and other factors related to the Company’s
operation. The dividend payment must be approved by the Company’s board of directors and
shareholders. For the year 2007, 2008, 2009 and 2010, the Company paid dividend at 39.3%, 38.9%,
35.6% and 40% of net profit of the financial year 2006, 2007, 2008, and 2009 respectively.
For the dividend payout policy of subsidiaries, the subsidiaries consider their dividends from
net profit. The subsidiaries consider various factors to determine the dividend; for example, operation
result and financial status, liquidity, business expansion prospect, and other factors related to the
subsidiaries’ operation, similar to how the Company considers its dividend payment.
Annual Report 2010Asian Property Development Plc.
36
AP Organization chart
MissionTo be the dynamic creator who provides quality in living satisfaction
Shareholders
Corporate Secretary
Business Liaison
Quality Assurance
Board of Directors
Audit Committee
Nomination and Remuneration Committee
Corporate Governance Committee
Chief Executive Officer
Managing Director
Risk Management
Business Technology Integration
PeopleExcellence
Finance &Accounting
Operation Excellence
Commercial Service
StrategicMarketing
Business Units
Chief Risk Officer
Deputy Chief IT Officer
Deputy Chief People Officer
Chief Financial
Officer
Deputy Chief Financial
Officer
ChiefOperation
Officer
Deputy Chief Commercial
Officer
Deputy Chief Marketing
OfficerChief Business
Unit 1
Deputy Chief Business
Unit 2
Deputy Chief Business
Unit 3
Chief Business Unit 4
Annual Report 2010Asian Property Development Plc.
37
There are 6 board members representing company’s managements, namely:
Name Position
1 Mr.Anuphong Assavabhokhin Vice Chairman and Chief Executive Officer
2 Mr.Pichet Vipavasuphakorn Director and Managing Director
3 Mr.Siripong Sombutsiri Director and Executive Director
4 Mr.Wason Naruenatpaisan Director and Chief Operation Officer
5 Ms.Kittiya Pongpujaneekul Director and Chief Financial Officer
6 Mr.Visanu Suchatlampong Director and Chief Business Unit 1 Officer
Board of the Company
As of 31 December 2010, the Board of Directors consists of 13 directors, qualified under Article
68 of Public Company Act B.E. 1992 and Stock Exchange Commission’s relevant notifications. Amongst
13 directors, there consists of 6 independent directors. Additionally, there is 1 board secretary. The list of
members of the Board of directors and positions are as followed;
Name Position
1 Mr.Chatchaval Bhanalaph Chairman/Independent director
2 Mr.Anuphong Assavabhokhin Vice Chairman and Chief Executive Officer
3 Mr.Pichet Vipavasuphakorn Director and Managing Director
4 Mr.Chaiyarat Thampeera Director
5 Mr.Siripong Sombutsiri Director
6 Mr.Wason Naruenatpaisan Director
7 Ms.Kittiya Pongpujaneekul Director
8 Mr.Visanu Suchatlampong Director
9 Mr.Pornwut Sarasin Independent director
10 Mr.Shaw Sinhaseni Independent director
11 Mr.Phanporn Dabbarangsi Director and Chairman of Audit Committee /
Independent Director
12 Mr.Kosol Suriyaporn Director and Member of Audit Committee /
Independent Director
13 Mr.Nontachit Tulayanonda Director and Member of Audit Committee /
Independent Director
14 Mr.Vilas Pilakasiri Board Secretary
Annual Report 2010Asian Property Development Plc.
38
There is 1 board member representing related companies, namely:
Name Position
1 Mr.Chaiyarat Thampeera Director
There are 6 authorized signatory directors, namely:
Mr.Anuphong Assavabhokhin Mr. Pichet Vipavasuphakorn Mr. Siripong Sombutsiri
Mr. Wason Naruenatpaisan Mr. Visanu Suchartlumpong Ms. Kittiya Pongpujaneekul
One director signs and affixes the Company’s seal
Scope of responsibilities of the board of directors
1 Act in compliance with the Company’s objectives, regulations, and shareholders’ resolutions.
2 Must not engage in the business of the same nature as the Company that might compete with
the Company. Must not be a partner in the partnership, unlimited-liability partner in limited
partnership, or director of another company limited or public company limited that engages in
the business of the same nature as the Company that may compete with the Company, unless
informing to the shareholders’ meeting prior to the appointment.
3 Must promptly inform the Company of any conflict of interest, direct or indirect, arisen from
any contract made with the Company, or any increase or reduction in holding of the
Company’s or subsidiaries’ shares or debentures.
4 Must meet at least once every 3 months.
5 Must arrange general ordinary shareholders’ meeting within 4 months after the end of
Company’s fiscal year.
6 Must prepare the balance sheet and income statement as at the end of fiscal year and propose
them to the shareholders at the annual general shareholders’ meeting.
7 Consider approval for any business transaction with major shareholders, directors,
managements, or anyone who may have conflicts of interest with the Company, or any persons
related to the aforementioned persons.
Moreover, the board of directors has responsibilities in setting the policy and approving normal
business conducts on important issues that may affect the Company’s operation without authorizing the
chief executive officer or the managing director, such as buying land for development or obtaining new
loan. The board of directors will pass on the issues to the chief executive officer and the managing director
for further process according to the Company’s policy.
Directors who represent the Company’s exective management and/or managing director and/
or chief exective officeer can be director of no more than 5 company groups where conducting a business
that has no conflict of interest with the Company (the definition of “company group” is the group of
company that is more than 50% held by similar group of shareholders, directly or indirectly). For the
non-executive dirdctiors, it depends on their personal consideration.
Annual Report 2010Asian Property Development Plc.
39
Board meeting
The board of directors meeting is held monthly and called up upon neecessity as extra meeting.
The agenda are provided in advance and contain an agenda to follow up operation issues from
previous meetings. The meeting notice and minutes of the previous meeting are sent to the board
members at least 7 days prior to the meeting allowing the board members to carefully consider the
matters prior to the meeting. Each meeting is recorded, and the minutes are approved by the board
of directors in the next meeting.
Moreover, if the independent directors deem appropriate that it is necessary to hold a special meeting
for the independent directors on particular issues, the independent directors can arrange such meeting. In that
case, the Corporate Secretary is designated to arrange such meeting promptly.
The Company encourages the directors to freely review any of the Company’s operation at
any time and to acknowledge a legal procedure and conditions stated in the Company’s involved
agreements. The board receives reports from the Company’s management regarding important issues of
the Company. Additionally, the Company set up the corporate secretary function in order to monitor board
committee and company to be compliance with the relevant law and regulations.
In 2010, there were 14 board meetings. The details of the board participation are shown in the table
of board of director’s participation.
Name Position Participation
(times) %
1 Mr.Chatchaval Bhanalaph Chairman/Independent director 14/14 100
2 Mr.Anuphong Assavabhokhin Vice Chairman and Chief Executive Officer 14/14 100
3 Mr.Pichet Vipavasuphakorn Director and Managing Director 14/14 100
4 Mr.Chaiyarat Thampeera Director 12/14 86
5 Mr.Siripong Sombutsiri Director 14/14 100
6 Mr.Wason Naruenatpaisan Director 14/14 100
7 Ms.Kittiya Pongpujaneekul1 Director 9/10 90
8 Ms.Visanu Suchartlumpong2 Director 3/3 100
9 Mr.Pornwut Sarasin Director / Independent Director 14/14 100
10 Mr.Shaw Sinhaseni Director / Independent Director 14/14 100
11 Mr.Phanporn Dabbarangsi3 Director and Chairman of Audit Committee / 8/10 80
Independent Director
12 Mr.Kosol Suriyaporn Director and Member of Audit Committee / 14/14 100
Independent Director
13 Mr.Nontachit Tulayanonda Director and Member of Audit Committee / 12/14 86
Independent Director
14 Mr.Vilas Pilakasiri2 Board Secretary 14/14 100
15 Mr.Payont Sakdejyont1 Vice Chairman 3/3 100
16 Mr.Nontigorn Kanchanachitra3 Director and Chairman of Audit Committee / 2/2 100
Independent Director
1 At the 2010 AGM, the shareholders appointed Ms. Kittiya Pongpujaneekul to be a Director replacing Mr. Payont Sakdejyont whose director term expired on 27 April 2010 and discontinued.
2 Mr. Vilas Pilakasiri resigned from the Board of Directors on 22 September 2010. His position was replaced by Mr. Visanu Suchartlumpong who was appointed in the Board of Directors’ meeting no. 11/2010, dated 22 September 2010. However, Mr. Vilas continues his position in the Company’s Board of Directors as a Board Secretary.
3 At the 2010 AGM, the shareholders appointed Mr. Phanporn Dabbarangsi to be a Director and Chairman of Audit Committee replacing Mr. Nontigorn Kanchanachitra who resigned on 1 March 2010.
Annual Report 2010Asian Property Development Plc.
40
Scope of Independent Directors’ duties
Independent directors are resposible for inspection of executive team and protection of shareholders’
rights by supporting a positive policy or protest a negative policy which is against shareholders’ benefit.
Independent directors are neither under the executive’s or major shareholders’ control, nor related to any
decision making in company operating.
Independent directors’ qualifications• Hold not more than 1% of all voting rights of the company, parent company, subsidiary company,
affiliate company, major shareholder or controlling person unless such condition is terminated
for at least 2 years. This is not applied to the independent director who was a civil servant or
consultant to the government sector which hold company shares in majority or a controlling
person.
• Never be appointed as a director having a role in the company operation, employee, staff,
consultant receiving fixed salary or controlling person of the company, parent company, subsidiary
company, affiliate company, subsidiary company in the same share held level, major shareholder
or the controlling person of the company unless such condition is terminated for at least 2 years.
This is not applied to the independent director who was a civil servant or consultant of the
government sector which hold company shares in majority or a controlling person.
• Not related by blood or legal marriage to any parents, spouses, siblings, children, or spouses of
children of members on the management team, major shareholders, candidates to the management
team, or authorized persons to the Company or subsidiaries.
• Never be related to the business of the company, parent company, subsidiary company,
affiliate company, major shareholder or the controlling person in a way that may affect his/
her independency in discretion and never be a significant shareholder or a controlling person
over the person who relates to the company, parent company, subsidiary company, affiliate
company, major shareholder or the controlling person of the company, unless such condition is
terminated for at least 2 years.
• Never be an auditor to the company, parent company, subsidiary company, affiliate company,
major shareholder or the controlling person of the company and not a significant shareholder,
controlling person or partner of the audit company to the company, parent company, subsidiary
company or where the major shareholder or the controlling person takes part in, unless such
condition is terminated for at least 2 years.
• Never render a professional service, including a legal and financial consultant which is paid
for service more than Baht 2 millions by the company, parent company, subsidiary company,
affiliate company, a major shareholder or a controlling person of the company and not being a
significant shareholder, controlling person or partner of such service render company, unless
such condition is terminated for at least 2 years.
• Not appointed as a director to represent company directors, major shareholder or any shareholders
related to a major shareholders.
• Not belonging to any business or partnership that is similar to or competing with the Company or
subsidiaries; or being an executive director, an employee, or a consultant that receives monthly
salary; or holding more than 1% of shares that entitle to voting right in other companies that are
in the same business or competing with the Company and subsidiaries.
• No other condition that affect the independency of discretion on company management.
Annual Report 2010Asian Property Development Plc.
41
Company Board consists of 6 directors qualified as Independent Directors which is more than
one-third of the Company Board according to the Securities Exchange Commission’s regulation. All of the
Audit Committee members are also qualified as Independent Directors. The Independent Directors are as
followed;
Name Position
1 Mr.Chatchaval Bhanalaph Chairman
2 Mr.Shaw Sinhaseni Director
3 Mr.Pornwut Sarasin Director
4 Mr.Phanporn Dabbarangsi Director and Chairman of Audit Committee
5 Mr.Kosol Suriyaporn Director and Audit Committee
6 Mr.Nontachit Tulayanonda Director and Audit Committee
Sub-Committee The Board of Directors appointed 3 sub-committees to assist the Board’s task, i.e., Audit Committee,
Nomination and Remuneration Committee and Corporate Governance Committee. Each committee has their
details and responsibilities as followed;
Audit committee Audit committee members are qualified as independent directors according to SEC’s specification,
consists of:
Name Position
1 Mr.Phanporn Dabbarangsi Chairman of Audit Committee
2 Mr.Kosol Suriyaporn Member of Audit Committee
3 Mr.Nontachit Tulayanonda Member of Audit Committee
Audit committee will consider and give comments on special agenda before presenting to the
board of directors. The committee has the following responsibilities.
1 Verify that the Company’s financial statements are accurate and adequately disclosed.
2 Verify that the Company has appropriate and effective internal control and audit system.
3 Verify that the Company’s actions are in compliance with the Securities and Exchange Act, or
other related law.
4 Select and propose appointments of the Company’s accounting auditors and propose their
remuneration.
5 Determine the complete and accurate information disclosure in case of any connected transaction
or any transaction that might cause conflict of interests.
6 Responsible for any issue appointed by the board of directors and agreed by the audit committee.
7 Prepare the audit committee report and disclose in the Company’s annual report, which must
be signed by the chairman of audit committee.
Annual Report 2010Asian Property Development Plc.
42
Nomination and remuneration committee consists of:
Name Position
1 Mr.Shaw Sinhaseni Chairman of the Committee
2 Mr.Anuphong Assavabhokhin Director
3 Mr.Nontachit Tulayanonda Director
4 Mr.Kosol Suriyaporn Director
5 Mr.Pichet Vipavasuphakorn Director
Nomination and remuneration committee has responsibility to select qualified person to be
the Company’s directors in case of any vacancies. The committee is also responsible for determining
remuneration of directors and executives. The Committee has the following responsibilities.
1 Determine policy, criteria, and remuneration of the directors, chief executive officer, and
managing director.
2 Determine policy, criteria, and methods in selecting directors, including audit committee. The
candidate for audit committee must be qualified as independent director according to the SEC’s
regulations.
3 Determine qualification of independent director
4 Determine remuneration for directors, chief executive officer, and managing director.
5 Consider, select, and recruit director in the event of vacancies.
6 Propose the issue to the board meeting and shareholders’ meeting for the final approval.
Directors and Executive Officers Nomination
To nominate the Company Board Members, the Nomination and Remuneration Committee shall
proceed the following steps;
1 Determining the nomination procedure for director qualified for company business and complied
with the law. Nominated director can be considered from the former directors, professional
director lists or existing director’s opinion;
2 Selecting the director whose qualification meets the Company’s requirement;
3 Inspecting the qualification of the nominated director, based on laws and regulations;
4 Inviting the nominated director to be in the nomination procedure to ensure his/her acceptance
if selected; and
5 Nominating the name to Board of the Company to propose as an agenda in Shareholders’ meeting.
Annual Report 2010Asian Property Development Plc.
43
The selection of the nominated director will be under consideration of the company shareholders
during the shareholders’ meeting. However, if the director resigns during his/her term, the Board of the
Company will be responsible for selecting the replacing director in the next Board of Directors’ meeting. This
will not be applied if the term of the resigning director remains less than 2 months.
The Nomination and Remuneration Committee has classified the directors into 4 types;
1 Independent director whose qualifications meet the requirement of Securities and exchange
commission, as stated above;
2 Director from the subsidiary company; the subsidiary company refers to the juristic person
that the Company holds more than 50% of its shares, directly or indirectly.
3. Director from the related company; the related company refers to the juristic person that
the Company holds less than 50% stake in the company, directly or indirectly including the
juristic person defined as the juristic person in the section 258(3) to (7) of Securities and
Stock Exchange Act B.E. 2535.
4 Executive director refers to the Company’s permanent employee who manages the Company
with distinct role and responsibilities in the Company
Corporate governance committeeThe board of directors determines the corporate governance policy as the guideline for the
company’s operation. To ensure that the policy is followed and up-to-date, the board of directors
appoints the corporate governance committee to carry out the aforementioned tasks. The Company’s
corporate governance committee consists of:
Name Position
1 Mr.Kosol Suriyaporn Chairman of the Committee
2 Mr.Pichet Vipavasuphakorn Director
3 Ms.Kittiya Pongpujaneekul Director
4 Mr.Opas Ruangrajitpakorn Director
5 Mr.Pumipat Sinacharoen Director
6 Mr.Vilas Pilakasiri Director
Annual Report 2010Asian Property Development Plc.
44
Management
According to the Public Company Limited Act B.E. 2535 and according to the relevant announce-
ments of Securities Exchange Commission and Stock Exchange of Thailand, the Company’s management
consists of the following;
Name Position
1 Mr.Anuphong Assavabhokhin Chief Executive Officer
2 Mr.Pichet Vipavasuphakorn Managing Director
3 Mr.Siripong Sombutsiri Executive Director
4 Mr.Wason Naruenatpaisan Chief Operation Officer
5 Ms.Kittiya Pongpujaneekul Chief Financial Officer
6 Mr.Visanu Suchatlampong Chief Business Officer Unit 1
7 Mr.Opas Ruangrajitpakorn Chief Risk Officer
8 Mrs.Supalak Chanpitak Chief Business Officer Unit 4
9. Mr.Piyawat Suephaisal Executive Vice President, Business Liaison Department
10 Mr.Pumipat Sinacharoen Deputy Chief Financial Officer
11 Mr.Marote Vananan Deputy Chief Commercial Officer
12 Mr.Somchai Wattanasaowapak Deputy Chief IT Officer
13 Mr.Vittakarn Chandavimol Deputy Chief Strategic Marketing Officer
14 Mr.Suchart Otaivites, PhD. Deputy Chief People Officer
15 Mr. Pamorn Prasertsan1 Deputy Chief Business Officer Unit 2
16 Mr.Boonlert Ratintorn2 Deputy Chief Business Officer Unit 3
1 The Company reported Mr. Pamorn Prasertsan to SEC’s Directors and Management Profile System on 1 February 2011.
2 The Company reported Mr. Boonlert Ratintorn to SEC’s Directors and Management Profile System on 1 February 2011.
Duties of managing director
Managing director is appointed by the board of directors with the following responsibilities:
1 Managing the normal operation of the Company.
2 Considering investment opportunities and propose them to the board of directors for con sideration.
3 Preparing annual budget to present to the board of directors for consideration.
4 Performing other issues as appointed by the board of directors.
However, approvals must not allow the delegated person to be able to approve the transaction that
might create conflict of interest with the Company or subsidiaries, unless the transactions are normal
business transactions with clear scope of responsibilities.
Annual Report 2010Asian Property Development Plc.
45
Director and management remuneration
1 Monetary remuneration
The Company determines director’s remuneration clearly and appropriately according to the
appointed roles and responsibilities. The remuneration has been approved by the shareholders’
meeting.
The Company appropriately determines management’s remuneration according to their roles,
responsibilities, and performance.
(a) Director’s remuneration in terms of meeting allowance and gratuity for the year ended
31 December 2009 and 31 December 2010
2009 2010
Name of Director Type Position Partici- Gratuity Remunera Partici- Gratuity Remunera pation (Baht) -tion pation (Baht) -tion (%) (Baht) (%) (Baht)
Mr.Chatchaval Bhanalaph Independent Director Chairman of the Board 85 255,500 570,000 100 292,300 600,000
Mr.Anuphong Assavabhokhin Executive Director Vice Chairman /
100 255,500 none 100 292,300 none Chief Executive Officer
Mr.Pichet Vipavasuphakorn Executive Director Director / Managing
100 255,500 none 100 292,300 none Director
Mr.Chaiyarat Thampeera Director from related
Director 92 255,500 none 86 292,300 none companyMr.Siripong Sombutsiri Executive Director Director / Executive Director 85 255,500 90,000 100 292,300 none
Director /
Mr.Wason Naruenatpaisan1 Executive Director Chief Operation Officer
100 - none 100 48,700 none
Executive Director Director /
Ms.Kittiya Pongpujaneekul 2 Chief Financial Officer - - - 90 - none
Mr.Visanu Suchartlumpong 3 Executive Director
Director / Chief Business - - - 100 - none
Unit 1 OfficerMr.Pornwut Sarasin 4 Independent Director Director - - 56,000 100 24,400 420,000Mr.Shaw Sinhaseni Independent Director Director 85 255,500 405,000 100 292,300 420,000
Mr.Phanporn Dabbarangsi 5 Independent Director
Director and Chairman of - - - 80 - 360,000 Audit committee
Mr.Kosol Suriyaporn Independent Director Director and Member of
100 255,500 405,000 100 292,300 420,000 Audit committee
Mr.Nontachit Tulayanonda Independent Director Director and Member of
100 255,500 405,000 86 292,300 420,000 Audit committee
Mr.Vilas Pilakasiri 3
Director from Board Secretary 100 255,500 none 100 292,300 none
related company
Mr.Jaroonsak Buntoonginda1 Executive Director
Director / Deputy 100 255,500 none - 243,600 -
Managing Director
Mr.Pong Sarasin4 Director from
Director 62 255,500 349,000 - 268,000 - related company
Mr.Payont Sakdejyont 2 Director from
Vice Chairman 100 255,500 405,000 100 292,300 140,000 related company
Mr.Nontigorn Kanchanachitra 5 Independent Director
Director and Chairman of 75 none 475,000 100 292,300 90,000
Audit committee
Dr. Naris Chaiyasoot 6 Independent Director
Director and Chairman of - 234,200 none - - -
Audit committeeTotal 3,300,200 3,160,000 3,800,000 2,870,000Total number of meetings 13 times 14 times
Annual Report 2010Asian Property Development Plc.
46
1 Mr.Jaroonsak Buntoonginda resigned from the Director and Vice President on 1 October 2009. The Company’s Board of Director; therefore,
appointed Mr. Wason Naruenatpaisan to replace as the Director in the BoD’s meeting no. 11/2009, dated 27 September 2009.2 Mr.Payont Sakdejyont completed his directorship term on 27 April 2010 and discontinued; the shareholders appointed Ms. Kittiya Pongpujaneekul
to replace as the Director in the AGM 2010.3 Mr. Vilas Pilakasiri resigned from the Director on 22 September 2010. The Company’s Board of Director; therefore, appointed Mr. Visanu
Suchartlumpong to replace as the Director in the BOD’s meeting no. 11/2010, dated 22 September 2010. However, Mr. Vilas remains his position
as the Board Secretary.4 Mr. Pong Sarasin resigned from the Director on 12 November 2009. The Company’s Board of Director; therefore, appointed Mr. Pornwut Sarasin,
to replace as the Director in the Board of Directors’ meeting no. 13/2009, dated 12 November 2009.5 Mr. Nontigorn Kanchanachitra resigned from the Director and the Chairman of the Audit Committee on 1 March 2010; the shareholders appointed
Mr. Phanporn Dabbarangsi to replace as the Director and the Chairman of the Audit Committee in the AGM 2010.6 Dr.Naris Chaiyasoot resigned from the Director and the Chairman of the Audit Committee on 4 November 2008. The Company’s Board of Director;
therefore, appointed Mr. Nontigorn Kanchanachitra, to replace as the Director and the Chairman of the Audit Committee on 21 January 2009. The
Company registered with Ministry of Commerce on 30 January 2009.
(b) Executive director and management’s remuneration
Total remuneration for 14 executive directors and managements in 2010 in terms of salary and
bonus was Baht 79.63 million.
2. Other remunerations
The Company and employees are members of a registered provident fund that requires employees
to contribute 3, 5, 6 or 8% of their salary and the Company to match the same rate of contribution. The
registered fund is managed by licensed fund manager according to the Provident Fund Act B.E. 2542.
In July 2010, the Company adjusted this scheme to Master Pooled Fund in which various
types of investment are offered to better match fund members’ needs. The Company increases
investment choices from 1 policy to 3 policies and clarify the purpose and risk of each investment scheme
to all members.
Annual Report 2010Asian Property Development Plc.
47
Mr. Chatchaval 66 - M.Sc., Forthays Kansas State 0.00 - 2004-Present Chairman of Board Asian Property Development Plc. Property Development
Bhanalaph College, U.S.A. 2004-Present Chairman of Board Pre Built Plc. Construction
and Chairman
- B.A. Chulalongkorn of Audit
University Committee
- Director Accreditation 1997-Present Chairman of Board Dhanamitr Factoring Co., Ltd. Factoring
Program 11/2004 and Chairman of
Audit Committee
- Audit Committee 1994-Present Director Safety Insurance Plc. Insurance
Program 9/2005
- The Role of the Chairman
12/2005
- Director Certification
Program 88/2007
Mr. Anuphong 48 - M.B.A. 23.63 - 2010-Present Director Asian Property Co., Ltd. Property Development
Assavabhokin Wayne State University, 2009-Present Director Thonglor Residence Co., Ltd. Property Development
(Vice Chairman, Detroit, Michigan U.S.A. 2007-Present Director AP (Sathon) Co., Ltd. Property Development
Chief Executive 2007-Present Director AP (Ratchada) Co., Ltd. Property Development
Officer and - Bachelor of Engineering 2007-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development
Authorized (Industrial) Chulalongkorn 2005-Present Director The Value Property Development Co., Ltd. Property Development
Signatory University 2004-Present Director Signature Advisory Partners Co., Ltd. Property Development
Director) 2003-Present Director Asian Property (Krungthep) Co., Ltd. Property Development
- Director Accreditation 2000-Present Vice Chairman and Asian Property Development Plc. Property Development
Program 30/2004 Chief Executive
Officer
1996-Present Director Smart Service and Management Co., Ltd. Property Management
1994-Present Director Pathumwan Asset Co., Ltd. Property Development
1991-2005 Director Boonchai Holding Co., Ltd. Property Development
1994-2010 Director Asian Property Co., Ltd. Property Development
1996-2010 Director Asian Property Holding Co., Ltd. Asset Management
2002-2010 Director Asian Property (Ladphrao) Co., Ltd. Property Development
2004-2007 Director Pre Built Co., Ltd. Construction
2004-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development
2004-2010 Director Trillion Development Co., Ltd. Property Development
2007-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development
Details of Board of Directors and Management
Name / Position Age Education Shares Relation Experiences Company Type of Business Held as ship during the last 5 years of between
Period Position
30/12/2010 Manage (%) ment
Annual Report 2010Asian Property Development Plc.
48
Mr. Pichet 53 - Bachelor of Business 10.30 - 2010-Present Director Asian Property Co., Ltd. Property Development
Vipavasuphakorn Administration (Hon), 2007-Present Director AP (Sathon) Co., Ltd. Property Development
(Director, Managing Ramkhamhaeng University 2007-Present Director AP (Ratchada) Co., Ltd. Property Development
Director and 2007-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development
Authorized - Director Accreditation 2004-Present Director Signature Advisory Partners Co., Ltd. Property Development
Signatory Program 30/2004 2003-Present Director Asian Property (Krungthep) Co., Ltd. Property Development
Director) 2002-Present Director The Value Property Development Co., Ltd. Property Development
2002-Present Director Asian Property (Thailand) Co., Ltd. Property Development
2002-Present Director Thonglor Residence Co., Ltd. Property Development
2000-Present Director and Asian Property Development Plc. Property Development
Managing
Director
1996-Present Director Smart Service and Management Co., Ltd. Property Management
1994-Present Director Pathumwan Asset Co., Ltd. Property Management
1993-2010 Director Asian Property Co., Ltd. Property Management
2001-2010 Director Asian Property Holding Co., Ltd. Asset Management
2002-2010 Director Asian Property (Ladphrao) Co., Ltd. Property Management
2004-2010 Director Trillion Development Co., Ltd. Property Management
2004-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Management
2007-2010 Director Asian Property (Sathorn) Co., Ltd. Property Management
Mr. Chaiyarat 54 - M.B.A. 0.00 - 2009-Present Director Built Land Co., Ltd. Property Management
Thampeera Angelo State University, 2007-Present Director CR Asset Co., Ltd. Property Management
(Director) Texas, U.S.A. 2004-Present Vice Chairman Pre Built Co., Ltd. Construction
and Chief
- Bachelor of Law, Executive Officer
Chulalongkorn University 2004-Present Director Signature Advisory Partners Co., Ltd. Property Management
2004-Present Director Peeranont Co., Ltd. Property Management
- Bachelor of Business 2003-Present Director Asian Property (Krungthep) Co., Ltd. Property Management
Administration , 2001-Present Director Siam Retail Development Co., Ltd. Real estate sales & leasing
Ramkhamhaeng University 2001-Present Director Square Ritz Plaza Co., Ltd Real estate sales & leasing
2000-Present Director Asian Property Development Plc. Property Development
- National Defence College 2000-Present Director and PCM Construction Material Co., Ltd. Manufacturing and
Chief Executive Distributing
- Finance for Non-Finance Officer construction
Director 8/2004 1994-Present Director Pathumwan Asset Co., Ltd. Property Development
1993-2010 Director Asian Property Co., Ltd. Property Development
- Director Accreditation 1993-2006 Executive Director Asian Cuisine Co., Ltd. Restaurant
Program 45/2005 1999-2006 Managing Director Siam Sinthorn Co., Ltd. Property Leasing and
Management
- Role of the Chairman 2001-2010 Director Asian Property Holding Co., Ltd. Asset Management
Program 16/2007 2001-2010 Director Quality Construction Products Plc. Manufacturing and
Distributing Construction
Material
2002-2010 Director Asian Property (Ladphrao) Co., Ltd. Property Development
2002-2006 Director Smart Service and Management Co., Ltd. Property Management
2004-2010 Director Trillion Development Co., Ltd. Property Development
2004-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development
2004-2010 Director Q-CON Eastern Co., Ltd. Manufacturing and
Distributing Construction
Material
Name / Position Age Education Shares Relation Experiences Company Type of Business Held as ship during the last 5 years of between
Period Position
30/12/2010 Manage (%) ment
Annual Report 2010Asian Property Development Plc.
49
Name / Position Age Education Shares Relation Experiences Company Type of Business Held as ship during the last 5 years of between
Period Position
30/12/2010 Manage (%) ment
Mr. Siripong 55 - M.B.A. 0.00 - 2010-Present Director SQE Construction Co., Ltd. Construction
Sombutsiri Sul Ross University, U.S.A. 2010-Present Director Asian Property Co., Ltd. Property Development
(Director, Executive 2009-Present Executive Director Asian Property Development Co., Ltd. Property Development
Director and - Director Accreditation 2009-Present Director The Value Property Development Co., Ltd. Property Development
Authorized Signatory Program 2/2003 2009-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development
Director) 2009-Present Director Asian Property (Krungthep) Co., Ltd. Property Development
2009-Present Director Thonglor Residence Co., Ltd. Property Development
2209-Present Director Signature Advisory Partners Co., Ltd. Property Development
2004-Present Director and Bangkok Chain Hospital Plc. Hospital
Audit Committee
Director
2002-Present Director Asian Property Development Plc. Property Development
2001-2006 Director and Advisory Services Co., Ltd. Financial Advisory
Managing Director
2002-2006 Director Muang Thai Insurance Co., Ltd Insurance
2003-2006 Director Siam Chai Sri Co., Ltd. Financial Advisory
2005-2006 Director Phuket Square Plc. Property Development
2007-2008 Executive TMB Bank Public Company Limited Banking
Vice President
2009-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development
2009-2010 Director Asian Property Holding Co., Ltd. Asset Management
2009-2010 Director Asian Property Co., Ltd. Property Development
2009-2010 Director Asian Property (Ladphrao) Co., Ltd. Property Development
2009-2010 Director Trillion Development Property Development
2009-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development
Mr. Wason 46 - M.B.A., Burapha University 0.00 - 2010-Present Director SQE Construction Co., Ltd. Construction
Naruenatpaisan 2010-Present Director Asian Property Co., Ltd. Property Development
(Director, Chief - B.B.A. Bangkok University 2009-Present Director and Chief Asian Property Development Plc. Property Development
Operation Officer Operation Officer
and Authorized - Director Accreditation 2009-Present Director Asian Property (Sukhumvit) Property Development
Signatory Director) Program 81/2009 2005-Present Director Capital and Property Management Co., Ltd. Asset Management
2005-Present Director The Value Property Development Co., Ltd. Property Development
2005-Present Director Smart Service and Management Co., Ltd. Property Development
2005-Present Director Bangkok CitiSmart Co., Ltd. Broker for Property
Sale & Rent
2005-Present Director Thonglor Residence Co., Ltd. Property Development
2005-Present Director Asian Property (Krungthep) Co., Ltd. Property Development
2005-Present Director Signature Advisory Partners Co., Ltd. Property Development
1994-Present Director Pathumwan Asset Co., Ltd. Property Development
2000-2009 Chief People Asian Property Development Plc. Property Development
Officer and
Chief Operation
Officer (Acting)
2005-2010 Director Trillion Development Co., Ltd. Property Development
2005-2010 Director Asian Property Holding Co., Ltd. Asset Management
2005-2010 Director Asian Property (Ladphroa) Co., Ltd. Property Development
2005-2010 Director Asian Property Co., Ltd. Property Development
2007-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development
2009-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development
Annual Report 2010Asian Property Development Plc.
50
Ms. Kittiya 46 - Ms. In Accounting 0.04 - 2010-Present Director SQE Construction Co., Ltd. Construction
Pongpujaneekul Chulalongkorn University 2010-Present Director Asian Property Co., Ltd. Property Development
(Director, Chief 2010-Present Director Asian Property Development Plc. Property Development
Financial Officer and - Director Acceditation 2009-Present Director Signature Advisory Partners Co., Ltd. Property Development
Authurized Signatory Progarm 84/2010 2009-Present Director Asian Property (Krungthep) Co., Ltd. Property Development
Director) 2009-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development
2009-Present Director Thonglor Residence Co., Ltd. Property Development
2009-Present Director The Value Property Development Co., Ltd. Property Development
2005-Present Director Capital and Property Management Co., Ltd. Asset Management
2001-Present Chief Financial Asian Property Development Plc. Property Development
Director
1996-Present Director and Smart Service and Management Co., Ltd. Property Management
Executive
Vice President,
Accounting
2009-2010 Director Trillion Development Co., Ltd. Property Development
2009-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development
2009-2010 Director Asian Property Holding Co., Ltd. Asset Management
2009-2010 Director Asian Property (Ladphroa) Co., Ltd. Property Development
2009-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development
2009-2010 Director Asian Property Co., Ltd. Property Development
Mr. Visanu 48 - M.B.A., Thammasat 0.01 - 2010-Present Director Asian Property Development Plc. Property Development
Suchartlumpong University 2010-Present Director SQE Construction Co., Ltd. Construction
(Director, Chief 2010-Present Director Asian Property Co., Ltd. Property Development
Business Unit 1, - Bachelor of Civil 2009-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development
Authorized Signatory Engineering, 2009-Present Chief Business Asian Property Development Plc. Property Development
Director) Chieng Mai University Unit 1
2005-Present Director Smart Service and Management Co., Ltd. Property Management
- Director Accreditation 2005-Present Director Bangkok CitiSmart Co., Ltd. Broker for Property
Progarm 87/2010 Sale & Rent
2005-Present Director Thonglor Residence Co., Ltd. Property Development
2005-Present Director The Value Property Development Co., Ltd. Property Development
2005-Present Director Asian Property (Krungthep) Co., Ltd. Property Development
2005-Present Director Signature Advisory Partners Co., Ltd. Property Development
2005-2009 Chief Asian Property Development Plc. Property Development
Marketing
Officer
2005-2010 Director Trillion Development Co., Ltd. Property Development
2005-2010 Director Asian Property Holding Co., Ltd. Asset Development
2005-2010 Director Asian Property Co., Ltd. Property Development
2005-2010 Director Asian Property (Ladphroa) Co., Ltd. Property Development
2007-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development
2009-2010 Director Asian Property (Ratchavipa) Co., Ltd. Property Development
Name / Position Age Education Shares Relation Experiences Company Type of Business Held as ship during the last 5 years of between
Period Position
30/12/2010 Manage (%) ment
Annual Report 2010Asian Property Development Plc.
51
Mr. Pornwut Sarasin 51 - M.B.A. 0.00 - 2009-Present Director Asian Property Development Plc. Property Development(Director) Pepperdine University, 1999-Present Vice Chairman Thai Pure Drinks Ltd. Beverage California, U.S.A. Present Director and Charoong Thai Wire & Cable Plc. Electric, Cables and Chairman of Telecommunication - B.B.A. Audit Committee cable manufacture Boston University, U.S.A. Present Director Denso (Thailand) Co., Ltd. Advance Automotive Technology, System - Directors Accreditation and Components Program 45/2005 Present Director Honda Automobile (Thailand) Co., Ltd. Car manufacture Present Director Isuzu Engine Manufacturing Diesel Engine and (Thailand) Ltd. Components Manufacture Present Director Isuzu Motor (Thailand) Ltd. Truck Manufacture and Component Sales Present Director Thai Asia Pacific Brewery Co., Ltd. Brewer and Distributor of Beer Present Director Thai Bridgestone Co., Ltd. Tire Manufacture Present Director Thai-MC Co., Ltd. Raw Material and Components For Electric and Electronic Appliances Purchasing Present Director Tri Petch Isuzu Sales Co., Ltd. Automotive Sales and Service Present Director Thai Auto Sale Co., Ltd. Automotive Sale and Leasing Present Director Thai International Die Making Co., Ltd. Automotive Components and Die Manufacture Present Director Mikuni (Thailand) Co., Ltd. Automotive Components Manufacture 2010 Director Nava Leasing Plc. Automotive and Machine Leasing
Mr. Shaw Singhaseni 57 - M.B.A. 0.00 - 2006-Present Director and The Royal Ceramic Industry Plc. Manufacturer, Importer(Director) (Management) Audit and Distributor University of San Francisco, Committee of Floor Tiles and Wall Tiles U.S.A. 2001-Present Director Asian Property Development Plc. Property Development 2001-2005 Director Thai Insurance Plc. Insurance - Director Accreditation 2001-2005 Director Home Product Center Plc. Distributing Construction Program 36/2005 Materials
Mr. Phanporn 60 - Master of Business 0.00 - 2010-Present Director and Asian Property Development Plc. Property DevelopmentDabbarangsi Administration (Finance), Chairman of(Director and Michigan State University, Audit CommitteeChairman of Michigan, U.S.A. 2001-Present Senior Executive Siam Commercial New York Life InsuranceAudit Committee) Vice President Insurance Plc. - Bachelor of Accountancy (Finance and Banking) Chulalongkorn University - Director Accreditation Program 84/2010
Mr. Kosol Suriyaporn 47 - Bachelor of Law 0.00 - 2001-Present Lawyer Price Sanond Prabhas&Wynne Ltd. Legal Consultant(Director and Chulalongkorn University 2000-Present Director and Asian Property Development Plc. Property DevelopmentAudit Committee) Audit Committee - Barrister at Law - Audit Committee Program 1/2004
Name / Position Age Education Shares Relation Experiences Company Type of Business Held as ship during the last 5 years of between
Period Position
30/12/2010 Manage (%) ment
Annual Report 2010Asian Property Development Plc.
52
Name / Position Age Education Shares Relation Experiences Company Type of Business Held as ship during the last 5 years of between
Period Position
30/12/2010 Manage (%) ment
Mr. Nontachit 52 - M.A at Tarleton State 0.00 - 2010-Present First Executive Land and House Retail Bank BankTulayanonda University, Texas U.S.A Vice President, (Director and Risk ManagementAudit Committee) - Audit Committee Program Group 1/2004 2005-Present Director and Muang Mai Guttry Latex Transmutation Audit Committee 2000-Present Director and Asian Property Development Plc. Property Development Audit Committee 2005-2009 First Executive Land and House Retail Bank Bank Vice President, Lending Group 2003-2005 Executive Book Club Finance Plc. Finance Company Vice President, Lending Group Mr. Opas 50 - M.B.A. Kasetsart 0.05 - 2009-Present Chief Risk Officer Asian Property Development Plc. Property DevelopmentRuangrajitpakorn University 2005-Present Director Smart Service and Management Co., Ltd. Property Development(Chief Risk Officer) 1994-2009 Chief Financial Asian Property Co., Ltd. Property Management - Bachelor of Economics, Officer Thammasat University 1995-2008 Director Pre Built Plc. Construction 2001-2008 Executive Vice Asian Property Development Plc. Property Management President, Finance 2005 Director Capital and Property Management Co., Ltd. Asset Management
Mrs. Supalak 51 - Bachelor of Architecture 0.01 - 2010-Present Director SQE Construction Co., Ltd. ConstructionChanpitak Chulalongkorn University 2010-Present Chief Business Asian Property Development Plc. Property Development(Chief Business Unit 4Unit 4) - M.B.A. 2005-2010 Executive Vice Pruksa Real Estate Plc. Property Development Thammasat University President Mr. Piyawat 51 - Bachelor of Business 0.02 - 2001-Present Executive Vice Asian Property Development Plc. Property DevelopmentSuephaisal Administration, Ramkhamhaeng President(Executive University Business AffairVice President Liaison DepartmentBusiness Affair 1994-2010 Executive Vice Asian Property Co., Ltd. Property DevelopmentLiaison Dep.) President, Sales 2004-2005 Director Trillion Development Co., Ltd. Property Development
Mr. Pumipat 40 - M.B.A., The American 0.02 - 2010-Present Director SQE Construction Co., Ltd. ConstructionSinacharoen Graduate School 2010-Present Director Asian Property Co., Ltd. Property Development(Deputy Chief of International 2009-Present Deputy Chief Asian Property Development Plc. Property DevelopmentFinancial Management FinancialOfficer) (Thunderbird), U.S.A. Officer 2009-Present Director Asian Property (Krungthep) Co., Ltd. Property Development - Bachelor of Economics, 2009-Present Director The Value Property Development Co., Ltd. Property Development Thammasat University 2009-Present Director Thonglor Residence Co., Ltd. Property Development 2009-Present Director Signature Advisory Partners Co., Ltd. Property Development 2007-Present Director AP (Sathon) Co., Ltd. Property Development 2007-Present Director AP (Ratchada) Co., Ltd. Property Development 2007-Present Director Asian Property (Sukhumvit) Co., Ltd. Property Development 2007-Present Director Securities Analysts Association Association 2005-Present Director and Chief Bangkok CitiSmart Co., Ltd. Broker for Property Executive Officer Sale & Rent 2005-Present Director Smart Service and Management Co., Ltd. Property Management 2005-Present Director and Fortune Parts Industry Plc. Manufacturing and Audit Committee distributing auto parts
Annual Report 2010Asian Property Development Plc.
53
2002-2009 Executive Vice Asian Property Development Plc. Property Development President, Business Development Department 2006-2007 Performance National Institution for Brained-based Public Organization Measurement Director 2007-2010 Director Asian Property (Sathorn) Co., Ltd. Property Development 2009-2010 Director Asian Property Co., Ltd. Property Development 2009-2010 Director Asian Property Holding Co., Ltd. Asset Management 2009-2010 Director Asian Property (Ratchvipa) Co., Ltd. Property Development 2009-2010 Director Trillion Development Co., Ltd. Property Development 2009-2010 Director Asian Property (Ladphroa) Co., Ltd. Property Development
Mr. Marote 40 - M.B.A., Khon Khaen 0.00 - 2009-Present Deputy Chief Asian Property Development Plc. Property DevelopmentVananan University Commercial Officer(Deputy Chief 2009-Present Executive Chief Smart Service and Management Co., Ltd. Property ManagementCommercial Service) - Bachelor of Business Officer Administration, Thai 2008 National Channel Motorola (Thailand) Co., Ltd. Telecommunication Chamber of Commerce Sales Manager University 2005-2007 National Sales Chevron Thai Co., Ltd. Energy Manager
Mr. Somchai 47 - M.B.A., Kasetsart 0.00 2009-Present Deputy Chief IT Asian Property Development Plc. Property DevelopmentWattanasaowapak University Officer(Deputy Chief 2004-2008 Vice President – IT Pruksa Real Estate Pcl. Property DevelopmentIT Officer) Mr. Vittakarn 41 - M.B.A., 0.00 - 2010-Present Deputy Chief Asian Property Development Plc. Property ManagementChandavimol University of Portland, Marketing(Deputy Chief Oregon, U.S.A. OfficerMarketing Officer) 2007-2009 Associate Director - CIGNA Insurance Co., Ltd. Insurance Strategic Marketing 2003-2007 Marketing Manager Motorola (Thailand) Co., Ltd. Telecommunication
Mr. Suchart 43 - Ph.D. in Interpersonal 0.00 - 2010-Present Deputy Chief People Asian Property Development Plc. Property ManagementOtaivites, Ph.D. Communication, Officer(Deputy Chief Bangkok University 2007-2010 Human Resource Janssen Cilag Co., Ltd. Drug Manufacture, People Officer) Director Import and Distribution - M.B.A., SASIN Graduate 2000-2007 Vice President Watson Wyatt (Thailand) Co., Ltd. Administration, Institute of Business Investment and Administration of Financial Advisory Chulalongkorn University - Bachelor of Joumalist and Mass Communication, Thammasat University
Mr. Pamorn 39 - M.B.A., National Institute of 0.02 - 2010-Present Deputy Chief Asian Property Development Plc. Property DevelopmentPrasertsan Development Business Unit 2 (Deputy Chief Administration 2008-2010 Senior Vice Asian Property Development Plc. Property DevelopmentBusiness Unit 2) President - Bachelor of Civil Engineering, 2005- 2008 Vice President Asian Property Development Plc. Property Development King Mongkut’s University of Technology Thonburi
Mr. Boonlert 38 - Bachelor in Business 0.00 - 2010-Present Deputy Chief Asian Property Development Plc. Property DevelopmentRatinthorn Administration Business Unit 3(Deputy Chief Bangkok University 2008- 2010 Senior Vice Asian Property Development Plc. Property DevelopmentBusiness Unit 3) President 2005- 2008 Vice President Asian Property Development Plc. Property Development
Name / Position Age Education Shares Relation Experiences Company Type of Business Held as ship during the last 5 years of between
Period Position
30/12/2010 Manage (%) ment
Annual Report 2010Asian Property Development Plc.
54
Details of number of Board’s meetings 2010 Director’s Attendance and Remuneration
Name Type Year Thai Institute of No. of %of AGM 2010 Remuneration (Baht) attended Title Directors’ Training Attendance/ Atten- Attendance Course (IOD) 4 No. of dance Monthly Gratuity Total Board Meeting
Mr. Chatchaval Bhanalaph Independent 2004 Chairman of DAP/ RCP/
14/14 100
Yes
600,000 292,300 892,300 Director Board ACP/DCP
Mr. Anuphong Assavabhokin5 Executive
2000 Vice
DAP 14/14 100
Yes
none 292,300 292,300 Director Chairman Mr. Pichet Vipavasuphakorn
5 Executive 2000 Director DAP 14/14 100
Yes
none 292,300 292,300
Director
Mr. Chaiyarat Thampeera Director from
2000 Director DAP/FND/RCP 12/14 86
Yes
none 292,300 292,300 related company
Mr. Siripong Sombutsiri5 Executive
2002 Director DAP 14/14 100
Yes
none 292,300 292,300 Director
Mr. Wason Naruenatpaisan5 Executive
2009 Director DAP 14/14 100
Yes
none 48,700 48,700 Director
Ms. Kittaya Pongpujaneekul1/5 Executive
2010 Director DAP 9/10 90 - none - none
Director
Mr. Visanu Suchartlumpong 2/5 Executive
2010 Director DAP 3/3 100 - none - none Director
Mr. Pornwut Sarasin Independent 2009 Director DAP 14/14 100
Yes
420,000 24,400 444,400 Director
Mr. Shaw Sinhaseni Independent 1993 Director DAP 14/14 100
Yes
420,000 292,300 712,300 Director Director and Mr. Phanporn Dabbarangsi
3
Independent 2010 Chairman of the DAP 8/10 80 - 360,000 - 360,000
Director
Audit Committee Director and
Yes Mr. Kosol Suriyaporn Independent
2000 Audit ACP 14/14 100 420,000 292,300 712,300
Director Committee
Director and Yes
Mr. Nonthachit Tulayanonda
Independent 2000 Audit ACP 12/14 86 420,000 292,300 712,300
Director
Committee
Mr. Vilas Pilakasiri 2 Director from
1995 Board
DAP/FND/CSP 14/14 100
Yes
none 292,300 292,300 related company Secretary
Mr. Payont Sakdejyont 1 Director from
2003 Vice
DAP/DCP/FND 3/3 100
Yes
140,000 292,300 432,300 related company Chairman Director and
FSD/DCP/
Yes
Mr.Nontigorn Kanchanachitra 3 Independent 2009 Chairman of the
ACP/RCC 2/2 100 90,000 292,300 382,300
Director
Audit Committee
1 Mr.Payont Sakdejyont completed his directorship term on 27 April 2010 and discontinued; the shareholders appointed Ms. Kittiya Pongpujaneekul to
replace as the Director in the AGM 2010.2 Mr. Vilas Pilakasiri resigned from the Director on 22 September 2010. The Company’s Board of Director; therefore, appointed Mr. Visanu Suchartlumpong
to replace as the Director in the BOD’s meeting no. 11/2010, dated 22 September 2010. However, Mr. Vilas remains his position as the Board Secretary.3 Mr. Nontigorn Kanchanachitra resigned from the Director and the Chairman of the Audit Committee on 1 March 2010; the shareholders appointed Mr.
Phanporn Dabbarangsi to replace as the Director and the Chairman of the Audit Committee in the AGM 2010, dated 27 April 2010.4 DAP = Director Accreditation Program/ RCP = The Role of Chairman Program/ ACP = Audit Committee Program/ DCP = Director Certification Program/
FND = Finance for Non-Finance Director/ CSP = Company Secretary Program/ FSD = Financial Statement of Directors/ RCC = Role of Compensation
Committee5 Authorized Signatory Directors
Annual Report 2010Asian Property Development Plc.
55
Audit Committee Meeting Attendance of 2010; Total meetings are 6 times
Director Meeting Attendance % of Attendance
Mr.Phanporn Dabbarangsi1 3 100%
Mr.Kosol Suriyaporn 6 100%
Mr.Nontachit Tulayanonda 6 100%
Mr.Nontigorn Kanchanachitra1 2 100%
1 Mr. Nontigorn Kanchanachitra resigned from the Director and the Chairman of the Audit Committee on 1 March 2010; the shareholders
appointed Mr. Phanporn Dabbarangsi to replace as the Director and the Chairman of the Audit Committee in the AGM 2010, dated 27
April 2010.
Nomination and Remuneration Committee Meeting Attendance of 2010; Total meetings are 3 times
Director Meeting Attendance % of Attendance
Mr.Shaw Sinhaseni 3 100%
Mr.Anuphong Assavabhokhin 3 100%
Mr.Nonthachit Tulayanonda 3 100%
Mr.Pichet Vipavasuphakorn 3 100%
Mr.Kosol Suriyaporn 3 100%
Corporate Governance Committee Meeting Attendance of 2010; Total meetings are 3 times
Director Meeting Attendance % of Attendance
Mr.Kosol Suriyaporn 3 100%
Mr.Pichet Vipavasuphakorn 3 100%
Ms.Kittiya Pongpujaneekul 3 100%
Mr.Opas Ruangrajitpakorn 3 100%
Mr.Pumipat Sinacharoen 3 100%
Mr.Vilas Pilakasiri 3 100%
Annual Report 2010Asian Property Development Plc.
56
Supervision of the use of inside information
The Company has the following policy and measures to prevent the management from using the
Company’s inside information for personal benefits:
l Informing the management in every division regarding duties and responsibilities to report their
holdings of the Company’s shares and punishments according to the Securities and Exchange Act
B.E. 2535 and regulations of the Stock Exchange of Thailand.
l The Company obliges the management to report any changes in their shareholding to the Office of
Securities Exchange Commission and the Stock Exchange of Thailand according to Section 59 of
the Securities and Exchange Act B.E. 2535. The management shall provide the copy of the report
to the Company on the same day that they provide the report to the Office of Securities Exchange
Commission and the Stock Exchange of Thailand.
l The board of directors has resolved to set up regulations, criteria, and punishments to control
the usage of inside information. The board deems appropriate to establish policy and procedure
to supervise directors, management, and employees to prevent inappropriate, personal usage
of inside information, particularly the financial data that must be audited by the certified public
accountant and subject to audit committee’s approval before presenting to the Company’s board
of directors, the Stock Exchange of Thailand, and the general public. The measures are as follows:
a Directors, the management team, employees, including their spouses and children who the
Company’s shares before the information is made public (from 15 April to 1st quarter result
announcement date; from 15 July to 2nd quarter result announcement date; from 15
October to 3rd quarter result announcement date; and from 15 February to full year result
announcement date). Moreover, once the information has been disseminated, the afore
mentioned persons should refrain from buying or selling the Company’s securities until the
public have sufficient time to evaluate the released information (5 days from the dissemination date).
b Educate directors, the management team, and employees about their duties to report shar
holdings by their spouse and their children who are not of legal age, and their own when
buying, selling, transferring or receiving the Company’s securities according to the
announcement of the Securities Exchange Commission No. Sor.Jor.14/1997, on Preparation
and Disclosure Report of Securities Holding and Punishment according to the Securities and
Exchange Act B.E. 2535.
If any employee violates the aforementioned measures, the Company will take the following
disciplinary actions:
First violation Written warning
Second violation Salary cut / suspension
Third violation Termination of employment without compensation
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Human Resources
The Company is committed to improve the potential of the human resources and regularly
arranges training courses to create understanding about the Company’s policy and to improve employee’s
competency. Trainings are conducted by both internal and external experts. In 2010, the following trainings were
provided to employees:Skype VDO Conference, Qualification, Function and Examination of Wood Product, PDA
documentation for construction work, Management and Administration for Project’s Juristic Person
Managers and Administrators, Construction Standard Training and Manual for Constructor, Japan Airlines’ service
training for Business Class observation, Standard Training for Construction, Infrastructure work, Facilities,
Roofing Stuccowork and Interior Decoration, Bring Out The Best in You, CRM for Living Consultant, Secret of
Selling, SAP system (Key User – End User), Personality & Posture for Living Consultant, Communication Skill,
Advance make up for Living Consultant, Business Unit Academy Orientation % On- Boarding, Improving Serv-
ice Quality, Managing and Developing Talent Pipeline, SAP: Report Analysis and Strategic Planning to 2011,
etc. The Company believed that these trainings would be a channel to enhance human resource potential for
competing in the current competitive market.
In addition to the training courses, the Company and employees are members of a registered provident
fund that is private to only the Company and approved by the Ministry of Finance according to the Provident Fund
Act B.E. 2542. According to the fund requirement, employees are to contribute 3, 5, 6 or 8% of their salary and
the Company is obligated to match the same rate of contribution with conditions according to employment
period. Benefits can be claimed when members are retired, dead or resign from the fund membership. In
July 2010, the Company adjusted this scheme to Master Pooled Fund in which various types of investment are
offered to better match fund members’ needs. The Company increases investment choices from 1 policy to 3
policies and clarify the purpose and risk of each investment scheme to all members.
As of 31 December 2010, the total number of employees in the Company and subsidiaries was 852.
The cash remuneration, which included salary, bonus, and provident fund contribution, paid to the employee,
excluding management’s remuneration, were Baht 352.52 million.
Internal Control and Risk Management
The Company realizes the importance of internal control system in both management and operational
levels and ensures its efficiency by clearly defining duties and authority of employees and managements.
There are control systems that ensure the optimal usage of the Company’s assets. Every employee has
distinct responsibilities. There are employees in charge of evaluating and inspecting across departments.
Moreover, there is internal control system regarding the financial system that requires financial report to be
submitted to the management and audit committee.
In risk management, the Company has set up a team with direct responsibility in order to identify,
follow, and manage risks efficiently.
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58
The Company also hired P&L Internal Audit Company Limited for internal audit and to eliminate
conflict of interest, with special emphasis on business and operation risks. The objective is to audit and
enhance the Company’s operation efficiency, increase the confidence level of the audit committee and
the executives that the information system is reliable, all to create confidence in controlling, supervising,
and utilizing the Company’s asset appropriately. These could enable the audit committee and executives
to foresee potential problems and ensure that the Company has efficient control system and the employees
strictly comply with the internal control system.
With regards to the accounting side of internal control, the accounting auditor Ms.Kamonthip
Lertwitworathep, who is the auditor of the Company’s financial statements, from Ernst & Young Co., Ltd
has assessed that the internal control system in the accounting practice revealed no crucial flaw.
Moreover, the audit committee finds the Company’s internal control system satisfactorily
efficient and transparent. From the annual financial statement audit with the external accounting auditor and
the concerned management, the audit committee deems that the financial statements has presented
fairly the financial position and the operation result in accordance with the generally accepted accounting
principles.
During the audit committee meeting no. 3/2011 on 24 February 2011, 3 audit committee members
were present. The committee has evaluated internal control system by inquiring information from the
management and tracing evidence documents. After evaluating 5 aspects of internal control system,
which are organization and environment, risk management, the management’s operational control,
information technology and communication, and monitoring system, the audit committee concluded
that the Company has adequate internal control measures in all 5 aspects. The Company set goals in
business administrating to archieve, evaluated regularly internal and external risk factors and managing
the foreseen risks. The Company also reorganized the company’s structure and responsibilities, allowed
the auditors and the internal auditors which are both independent outsources to examine the Company’s
activities
Connected transactions
The company and subsidiary companies have proceeded the connected transactions with person
or juristic person, which may have a conflict as followed (more details in the notes to consolidated financial
statement);
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59
Person/ Juristic Relation Description
Value (million baht) Audit Committee’s opinion
person (as of 31 Dec 10) 31 DEC 10 31 DEC 09
Pre Built plc. or PB
PCM Construction Material Co., Ltd. or PCMC
A&P Associate Co., Ltd. or A&P
AP (Ratchada) Co., Ltd. or APR
AP (Sathon) Co., Ltd. or APST
• The company holds 19.96% of paid-up shares of PB ordinary shares were sold partly; there fore, the relationship between PB and the Company was changed from associated company to related company.
• Co-directors; i.e. Mr. Chatchaval Bhanalaph and Mr. Chaiyarat Thampeera
• PB holds PCMC’s share in 100% of the paid-up shares
• Co-directors; Mr. Chaiyarat Thampeera
• Mr. Anuphong Assavabhokhin (son to Ms. Piangjai Harnpanich, a major shareholder in A&P, holding 99.99% shares) is the biggest shareholder of the company
• The company holds 51% of paid-up share of the APR until 30 Sep 10. Currently the Company holds 99.99% shares in APR
• Co-directors, i.e. Mr. Anuphong Assavabhokhin and Mr. Pichet Vipavasuphakorn
• The company holds 51% of paid-up share of the APST until 30 Sep 10. Currently the Company holds 99.99% shares in APST
• Co-directors, i.e. Mr. Anuphong Assavabhokhin and Mr. Pichet Vipavasuphakorn
• Audit committee and executive assessment view the condition and value in construction contract reasonable, fair and similar to other contractors
• Audit committee and executive assessment view the condition and buying price normal and similar to other sellers
• Audit committee and executive assessment view such service fee suitable and fair in normal business
• Audit committee and executive assessment view such service fee suitable and fair in normal business
• Audit committee and executive assessment view such service fee suitable and fair in normal business
• PB provides a service in project construction of the company and subsidiary companies in real estate business
• Retention payable• Construction wage
• PCMC (a subsidiary company of PB) sells construction materials to the company and subsidiary companies in real estate development business
• Trade account payable
• Purchase construction materials
• The company and subsidiary companies have rented office space and parking lots from A&P
• Rental fee
• APR or formerly AP Pacific Star (Ratchada) Co., Ltd. was a joint venture company with Pacific Star Group in 51:49 ratio and the Company billed APR a project management fee and sale commission
• Project management fee (after deduct the connected transaction)
• APST or formerly AP Pacific Star (Sathon) Co., Ltd. was a joint venture company with Pacific Star Group in 51:49 ratio and the Company billed APTS a project management fee and sale commission
• Project management fee (after deduct the connected transaction)
0.92 0.92 0.04
2.39 2.41
26.70 19.10
4.98 4.98
15.78 27.66
43.70 13.04
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60
Necessity and well – founding of the transaction
It is necessary to file connected transactions in order to obtain the highest benefit of the company.
The audit committee has viewed such transaction according to the normal business. The company was
remunerated and has settle payment in fair market price. Guaranteeing, bank loaning and lending to
subsidiary companies and related companies are to increase liquidity and financial status of the company
in order to run business continuously. This must be accordance to Board of Directors’ resolution regarding
the connected transactions.
Measures / Steps in connected transaction approval
Connected transaction of normal business, transaction which supports normal business, asset
or service related transaction, rent or short-term real estate lease and financial support transaction must
be done under a similar condition which any other ordinary prudence shall receive under the same circumstance.
Trade bargaining must be proceeded without any influence from being a director, an executive officer or
a related person to a director, an executive officer or a related person. The transaction must be approved
by an authorized person, designated by the Board of Directors, or by the Board of Directors themselves.
Any transaction made must be reported according to the Board of Directors’ resolution no. 8/2008, dated
13 August 2008.
The Company does not lend or provide guarantee and/or loan to subsidiaries more than 100% of
the requested amount if the Company holds shares in such subsidiary at least 90% of total paid up shares
or registered capital shares. If the Company holds less than 90% of total paid up shares or registered
capital shares, the Company is to lend or provide guarantee and/or loan to such subsidiary in the amount
equivalent to not exceeding the held share ratio. Other financial support than the above stated is to be
considered and approved by the Company’s Board.
A connected transaction which consists of any dissimilarity in condition to an ordinary prudence
or general contractual party, or exceeds due date or value specified in each item must be approved by
Board of Directors and/or shareholders of the company. The connected transaction must be in compliance
with securities and stock exchange act, articles of association, notifications, orders or regulations of Stock
Exchange of Thailand, including the regulations in information disclosing of the connected transaction and
asset acquisition and divestment.
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61
Policy or possibility of connected transactions
The Company set the policy regarding the connected transactions by defining conditions to
conform to normal business transaction within marker price which is comparable to price against an
outsider. However, the Company has assigned the audit committee, the Company auditor or independent
specialist to review and provide comments on the price suitability and transaction well-founding.
If there shall be a connected transaction between the Company or its subsidiaries and a person
who may have a conflict, lose or gain benefit from the company or will have conflict with the Company in
the future, the company shall assign the audit committee to provide on necessity and suitability of such
transaction. If the audit committee is not experienced in the transaction which may arise, the Company
shall assign an independent specialist or auditor to provide an opinion on such transaction in order to
support the decision of company board or shareholder. The Company shall disclose the connected
transaction in the notes to consolidated financial statements.
Innovation Bringsthe Past into the Future
63
Innovation Bringsthe Past into the Future
Good Corporate Governance
The Company recognizes that good corporate governance is the major factor that enables the
organization to have efficient operation and supports sustainable growth. Therefore, the Company uses
the Stock Exchange of Thailand’s good corporate governance codes as an operational guideline and sets
about the Company’s corporate governance policies as follows:
• To place importance to the internal control system to ensure that the management could
comply with the policy efficiently within the legal and ethical framework.
• To provide equitable treatment for all shareholders and stakeholders.
• Board of directors is determined to manage the Company with care, prudence, responsibility
with adequate skill and efficiency to maximize shareholder’s benefits in the long-run, while
preventing any possible conflicts of interest.
• To always operate with risk in mind under appropriate control and risk management.
• To operate business with transparency, traceable process and adequate disclosure to all stake
holders.
• Board of directors will comply with the announced Company’s Code of Conduct and ensure
that employees follow such Code of Conduct as well.
Shareholder’s right
The Company shall arrange annual general shareholders’ meeting within 4 months after the fiscal
year ends. The Company will send invitation letter, related information, and comments of the board
of directors and audit committee (if any) to the shareholders at least 14 days prior to the shareholders’
meeting date to study in detail before voting in the meeting. Moreover, the Company shall disseminate
information about the meeting in advance and the shareholders can also send the questions in advance
via company’s website.
The Company has set the appropriate date, time, and venue that is convenient to the shareholders.
The registration shall be open for the shareholders at least 1.5 hours prior to the meeting to ensure that
there is enough time for all shareholders to register. Moreover, the Company provides barcode registration
system to quicken the registration process and separates registration counters for individual and institutional
investors to facilitate individual investors.
During the shareholders’ meeting, the chairman, the chairman of audit committee, the chairmen
of sub-committees, and most of the directors will participate in the meeting to clarify any queries to
shareholders. Moreover, if there is urgent and important issue, the Company might arrange extraordinary
shareholders’ meeting as appropriate.
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64
Equitable treatment for all shareholders
The Company offers the shareholders a rights to propose agendas for 2011 Annual General Meeting
of the Shareholders as we aim for equal treatment to shareholders and the best corporate governance. The
procedures and forms can be downloaded from AP website.
During the shareholders’ meeting, when the chairman has clarified details of every agenda, all
participating shareholders would have equal opportunities to inquire about the Company’s operating
result and make any comment before casting ballots, in which all shareholders have equal voting rights. The
Company will record important questions and comments into the meeting minutes.
For the voting process, the Company prepares ballot for each agenda for future reference. In case
of not being able to participate in the meeting, shareholders can appoint independent directors as proxies to
vote on their behalf. The Company proposed 2 independent directors as proxies and provide proxy form that
the shareholders can indicate their voting intention.
Moreover, the Company has established written measures to prevent the usage of insider information
as shown in the inside’s information control section. The Company also required the management to
disclose personal and related persons’ interest to the board of directors where there are connected
transactions. However, at the present, no director has any conflict of interest with the Company. Regarding
the shareholding report, directors must report any change in shareholding to the board of directors every
time. That is, directors who report changes in shareholding to the Stock Exchange of Thailand must also
report the changes to the board of directors in the same month as well.
Roles of Stakeholders
The Company recognizes the importance of every stakeholder’s rights, both internal and external,
which includes employees, creditors, trade partners, relevant government agencies, and shareholders to
ensure fair treatment to all parties. The details are as follow:
• Employeesm The Company shall treat all employees equally, with appropriate compensation.
m The Company provides scholarship to emploees and regularly provides training for the
employees. In 2010, the following trainings were provided to employees:Skype VDO
Conference, Qualification, Function and Examination of Wood Product, PDA documentation for
construction work, Management and Administration for Project’s Juristic Person Man-
agers and Administrators, Construction Standard Training and Manual for Constructor,
Japan Airlines’ service training for Business Class observation, Standard Training for
Construction, Infrastructure work, Facilities, Roofing Stuccowork and Interior Decoration,
Bring Out The Best in You, CRM for Living Consultant, Secret of Selling, SAP system
(Key User – End User), Personality & Posture for Living Consultant, Communication Skill,
Advance make up for Living Consultant, Business Unit Academy Orientation and On-
Boarding, Improving Service Quality, etc.
Annual Report 2010Asian Property Development Plc.
65
• Tradepartners
m The Company purchases goods and services from trade partners both inside and outside
of the Company’s group based on normal business practice.
m The Company has set up electronic payment system to enable quick and convenient
payments to the trade partners.
m SAP system is set for fast and accurate procurement, caused less time consuming and
expense of the Company and trade partners themselves
m The Company joins business partner, i.e. furniture companies designing particularly
for condominium usage and banks to offer loans to the Company’s customers with
good interest rate and to facilitate in such matter.
• Customers
m The Company cares and has responsibility to customers by providing high quality
products. The Company also sets up a customer service center to learn about complaints
and for further improvement.
m The Company establishes an after-sales service department and implements CRM
system to service customers after unit transfer. This department reports directly to
the management.
m The Company inspects the quality of each unit (100% QC) before scheduling customers
for inspections.
m The Company disseminates the Company’s related information and news to customers
through the corporate website and In City magazine every quarter.
• Creditors
m The Company acts in accordance with loan agreement.
m The Company holds events to enhance the relationship with bond holders
m The Company disseminates the Company’s related information and news to bondholders
through corporate website and In City magazine every quarter.
• Competitors
m The Company ethically competes with competitors and avoids any dishonest means to
destroy competitors.
• Shareholders
m The Company disseminates the Company’s related information and news to shareholders
through corporate website and In City magazine every quarter.
m The Company’s management regularly meets and provides information for investors,
which include site visit, telephone conference, and having an international roadshow
at least once a year.
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66
• Communities
The Company actively participates in various projects to improve communities and societies.
In 2010, projects that the Company and subsidiaries were involved in are as follows
m The Company together with employees financially donated to flood victims in Haiti
thru the International Red Cross
m To assist in development of students at Pattaya Redemptorist School for the Blind,
unde HRH Princess Maha Chakri Sirindhorn’s patronage, the Company funded the
School’s sound lab, valued Baht 150,000.
m The Company provided pure drinking water thru Channel 3 television together with
Royal Thai Army, Royal Thai Navy and Royal Thai Air Force for flood victims in many parts
of Thailand
m As the consequence of flooding, the Company hosted a trip with students at King Mon
kut’s Institute of Technology Thonburi to repair the classroom buildings, provide sport
equipment, stationary, water coolers, computers and books and donated Baht 15,000
to Nokkrajab School and Baht 10,000 to Wat Kor Phai School in Ayuddhaya.
m The Company accepts internship from various universities to expose the students who
would like to gain real-life working experience.
Moreover, the Company provides a channel to report any misconduct directly to the board
of directors through the Company’s website. Any issue can be sent directly to Mr. Kosol
Suriyaporn at [email protected], the Company’s independent director.
Information Disclosure and Transparency
Besides the information disclosure required by the Stock Exchange of Thailand, the Company
recognizes the importance of accurate, complete, transparent, and timely disclosure to investors and
related persons equally. The information will be disclosed in both Thai and English through the Company’s
website. Moreover, Investor Relations department is set up to provide and allow investors to follow various
information of the company via website www.ap-thai.com or contact Mr. Pumipat Sinacharoen, Deputy
Chief Financial Officer and Corporate Secretary at (66) 2261 2518-22, or email at [email protected]
Annual Report 2010Asian Property Development Plc.
67
Responsibilities of the board of directors
Board of Directors structure
The Company’s board of directors comprises of directors with diverse qualifications, in terms of
skills, experience, and specialization that could benefit the Company. The board of directors consists of 13
members, 6 of which are from the Company’s executive board (Mr.Anuphong Assavabhokhin, Mr.Pichet
Vipavasuphakorn, Mr. Siripong Sombutsiri, Mr.Wason Naruenatpaisan, Ms. Kittiya Pongpujaneekul, and
Mr. Visanu Suchartlumpong), One director is from related companies (Mr.Chaiyarat Thampeera), and the
remaining 6 directors or more than one third of the total members of the board of directors are qualified
as independent directors, 3 of which are members of audit committee. The independent directors can
review Company’s operation and act as balance of power in the board of directors. They also can
independently object any issue in the meeting, enabling efficient decision making process.
Moreover, the chairman of the board is an independent director and does not hold any chairman
position in any sub-committee. The chief executive officer and the managing director held 23.63% and 10.30%
(combinding the shares holding by spouse) shares in the Company, respectively (as of 30 December 2010).
Therefore, the CEO and managing director are both major shareholders and act on behalf of all shareholders
in managing the Company with the objective to maximize shareholders’ benefit. However, chairman of the
board, CEO, and managing director are not the same person, which creates a balance of power and distinct
area of responsibilities for each individual.
Regarding the directors’ tenure, each director will stay in the position for 3 years each term. Once the
term expires, the nomination and remuneration committee will consider a suitable candidate to replace the
director who is retired by rotation. The committee will select candidates based on their skills, abilities, and
experience suitable for the Company. The director who is retired by rotation could be selected to resume the
post in the proceeding terms.
In addition, the Company has appointed a Corporate Secretary to advise the Board of Directors on
concerning laws and regulations, observe directors’ activities and follow up the Board’s resolutions. Moreover
the Company’s Corporate Secretary is also responsible for keeping Board’s minutes, arranging shareholders’
AGMs, making annual reports and so on.
Sub-Committee
The Company has set up the Sub-committee to assist the Board in determination and decision. The
Sub-Committee are as followed
• Audit Committee
The Company has set up the Audit Committee to determine special agenda of the Company
before proposing to the Board meeting. The Audit Committee’s scope of work and authority are
shown previously in the part of the Board of the Company.
• Nomination and Remuneration Committee
The Company has set up the Nomination and Remuneration Committee to empanel a qualify
person to join the Board when vacant.
• Corporate Governance Committee
The Company has set up the Corporate Governance Committee to ensure that the policy is followed
and up-to-date, and to adjust the policy where necessary. The Corporate Governance Committee
report directly to the Board of Directors.
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68
Roles, duties, and responsibilities of the board of directors
The Company’s board of directors has roles in determining vision, strategic plan and operation plan
of the Company, as well as other operating policies to create management transparency, which shall bring
about the most benefits to the shareholders. The board of directors shall set up the monitoring and evaluation
system for both management and employees by applying key performance indicator. To clearly separate of
duty and balance in management, the chairman of the board, who is an independent director and the chief
executive officer are not the same person.
Besides determining business strategies, policies, and business directions, the board of directors
must ensure there is adequate internal control and risk management system. The board has selected and
hired P&L Internal Audit Company Limited, which is unrelated to the Company, to be the Company’s internal
auditor to investigate and evaluate the Company’s internal control system whether it is sufficient or appropriate.
The internal auditor also gives consultation to correct any flaw in the Company’s internal audit system to en-
sure efficient and effective operation. The internal auditor will audit and evaluate the internal control system
every quarter and prepare the evaluation report with any flaws to be presented directly to the audit commit-
tee.
The board of directors also recognizes the potential conflicts of interest that may arise. Thus the
board has approved the policy on connected transactions between the Company or subsidiaries and management
or related persons to be in accordance with the criteria of the Stock Exchange of Thailand. The details of the
connected transactions are shown in the notes to financial statements.
Moreover, the Company intends to operate the business ethically and transparently. The board of
directors therefore establishes a Code of Conduct for the board of directors, the management, and employees
to be used as the operational guideline. The Company constantly monitors to ensure constant compliance to
the Code of Conduct. The board of directors has also appointed corporate governance committee to monitor
the implementation of the Company’s corporate governance policy including reviewing and updating such
policy constantly. The committee will report to the board meeting at least once a year for the board of directors
to approve the new version of corporate governance policy before implementation.
Board of directors meeting
The board of directors shall meet monthly and hold extra meetings as necessary. The agendas are
stated in advance and have regular agenda to follow up the operation issues. The invitation, along with
agendas, and meeting minutes of the previous meeting, and relevant documents, would be sent to the board
members at least 7 days prior to the meeting for the board members to carefully consider the matters prior
to the meeting. The responsible management will also participate in the meeting to clarify information to the
board of directors in case further information is needed. Each meeting will be recorded, and the minutes will
be approved by the board of directors in the subsequent meeting.
Moreover, if the independent directors deems appropriate that there should be special meeting for
the independent directors to meet on particular issues, the independent directors can call for such meeting.
In that case, the management will arrange such meeting promptly.
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69
Board of directors’ self evaluation
The Company’s board of directors shall evaluate themselves every year, using board of director
self-evaluation form provided by the Stock Exchange of Thailand. The Company has adjusted the form to be
suitable for evaluating the Company’s directors.
The evaluation will help each director and board of directors to consider and review any problems
and obstacles during the past year. It is also a tool to inspect and analyze whether the board of directors are
efficient or has completed all the duties as the board of directors or not.
The Company has prepared the evaluation for the chief executive officer and managing director. The
Company’s board of directors (without CEO and managing director) will carry out evaluation to analyze and
give feedback to the CEO/managing director to analyze their flaws that need improvement. The evaluation
result will also be used by the nomination and remuneration committee to determine annual remuneration.
Directors’ remuneration
The board of directors has appointed nomination and remuneration committee to determine directors
and managements’ remuneration before proposing to the board of directors. The nomination and remuneration
committee will compare remuneration of directors and management to those of other companies in the same
industry. In all, the remuneration for executive directors and management will be in a form of salary and
bonus, depending on the Company’s performance and individual performance. For the non-executive directors,
remuneration will be in a form of monthly payment and gratuity. The director’s remuneration must be
approved by the shareholders’ meeting.
Director and management development program
To help the board of directors better understand the Company’s business, the Company arranges
site visit once a year. Moreover, the Company encourages training for directors and managements. All
directors had attended the courses arranged by Thai Institute of Directors such as Director Accreditation,
Finance for Non-Finance Director, and Audit Committee, etc. For the management, the Company has provided
management training program every year by inviting external speaker to conduct the trainings; for
example, Managing and Developing Talent Pipeline, SAP : Report Analysis and Strategic Planning to 2011.
Innovation Enhancesthe Living Environment
71
Innovation Enhancesthe Living Environment
Risk Factors
1 Business risk1.1. Economic volatility risk
Being in the property developing business, the economic slowdown has a direct impact on the
Company. Therefore, the Company plans strategies according to the economic condition by giving
significant consideration to project launching, land procurement, construction and cashflow
management. In a slowdown economy, construction is to be in line with the sales rate to
avoid too much inventory. Delay in project launching and land procurement will also effec-
tively help manage cashflow and reduce the risk.
2 Product/service risk2.1. Construction material price risk
Construction of any project faces the risk of rising construction material prices, which
consequently results in additional cost and lower profit. The Company tries to reduce this risk
by limiting the development period of each project to be within 2-2.5 years, beginning from
buying land to ownership transfers to buyers of the last units. By reducing construction time,
predicting construction material prices becomes more accurate and project cost fluctuation is at
the same time minimized. Additionally, the Company tries to place as many fixed-price orders as
possible to supplies/manufacturers before setting the selling price. Since the Company’s
portfolio consists of high valued projects of Baht 500-3,000 million each, the Company could
buy materials in large quantity, thus having substantial bargaining power over contractors
and suppliers.
3 Financial risk3.1. Receivable collection risk
Account receivable and note receivable of the Company and subsidiaries stand at Baht 3.9
million and 8.8 million as of 31 December 2009 and 31 December 2010, respectively. They
can be classified by aging as follows:
(Unit : MB)
Due Period 2010 2009 2008
Undue 2.85 2.08 1.87
Overdue
Less than 12 months 5.52 1.68 2.69
Over 12 months 16.96 16.69 16.69
Less Allowance for doubtful debt (16.48) (16.59) (16.59)
Account Receivable-Net 8.85 3.86 4.66
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72
Baht 16.48 million in overdue receivable (over 12 months) is from the construction material production and distribution company prior to merging with Asian Property Company Limited in 2000. The economic recession and Baht devaluation in 1997 has significantly affected the debtor’s financial status and repayment ability. The amount accounts for 66.96% of total account and note receivable and the Company has a risk of not being able to collect such receivable. However, the Company has already fully set aside the allowance for doubtful account.
In current project developments, the Company analyzes customer’s requirements and financial status prior to the purchase. The measures enable the Company to sell each project
quickly and reduce risk of cancellations.
3.2. Risk from being guarantor for subsidiaries and related companies The Company has guaranteed loans for subsidiaries and related companies according to
the shareholding proportion as detailed in the table below. As a result, the Company incurs a risk from guaranteeing repayment to the creditors in the event that the borrowers can not repay their debt on time, which consequently could affect operation and financial status of the Company who is the guarantor. However, the Company believes that the borrowers can repay their debt because of their operating results. The outstanding debts of the subsidiaries which were guaranteed by the company have already been included in consolidated financial statements of the Company.
Summary of loan guaranteed by the Company to its subsidiaries and related companies
Guarantor Guarantee Credit Line
Progress
Financial Status of Guarantees (MB) Shareholders’ equity (MB) Company Shares Company Guarantee 31 Dec 31 Dec 31 Dec 10 31 Dec 09* holding Proportion 10 09* (Revised)
Guarantee for partial overdrafts; APD 100 APL** 100 - 10 other loan credits are in the process - 144 repayment to the creditors
Guarantee for partial overdrafts; other APD 100 APK 100 1,238 533 loan credits are in the process of 379 403 repayment to the creditors
Guarantee for partial overdrafts; APD 100 APV** 100 - 45 other loan credits are in the process of - 539 repayment to the creditors
Guarantee for partial overdrafts; other APD 100 VPD 100 3,125 50 loan credits are in the process of 423 21 repayment to the creditors
APD 100 Trillion** 100 - 41 Other loan credits are in the process
- 108 of repayment to the creditors
APD 100 APS** 100 - 427 Other loan credits are in the process
- 63 of repayment to the creditors
Guarantee for partial overdrafts; APD 100 TLR 100 20 20 other loan credits are in the process of 16 17 repayment to the creditors
APD 100 SSM 100 5 5 Guarantee for overdrafts (19) (18)
Guarantee for partial overdrafts; APD 100 APSV 100 846 846 other loan credits are in the process of (42) (32) repayment to the creditors
Guarantee for partial overdrafts; APD 100 APST 100 1,520 - other loan credits are in the process of 342 201 repayment to the creditors
Total 6,754 1,977
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Remarks: APD = Asian Property Development Plc. APS = Asian Property (Sathorn) Co., Ltd.
APL = Asian Property (Ladphrao) Co., Ltd. APV = Asian Property (Ratchavipa) Co., Ltd.
SSM = Smart Service and Management Co., Ltd. APK = Asian Property (Krungthep) Co., Ltd.
VPD = The Value Property Development Co., Ltd. Trillion = Trillion Development Co., Ltd.
TLR = Thonglor Residence Co., Ltd. APSV = Asian Property (Sukhumvit) Co., Ltd.
APST = AP (Sathon) Co., Ltd.
* Asian Property (Ratchavipa) Co., Ltd., Asian Property (Sathorn) Co., Ltd., Asian Property (Ladphrao) Co., Ltd., Asian Property Co., Ltd.,
Asian Property Holding Co., Ltd., and Trillion Development Co., Ltd., altogether 6 companies, have amalgamated on 30 June 2010 with the
new name “Asian Property Co., Ltd. As a consequence, the 6 subsidiary companies were dissoluted on the same day.
** The Company, the subsidiaries and the jointly controlled entities changed their accounting standard in term of revenue recognition
of sale of lands and lands with house and revenue recognition of unit sale in condominium which is to be recognized when ownership
transferred. This was effective in 2010 onward.
3.3. Risk from engagement in Land Purchase Agreements and Lease Agreement
As of 31 December 2010, the Company and related entities are engaged in Land Purchase
Agreements with other companies or person in which the Company has deposited for the future
projects. The remaining amounts in such agreements are Baht 2,237.8 million and Baht 85
million under the Lease Agreement. However, due to the flexible - oriented policy, the
Company always plans ahead and adjusts its strategy to best suit with the current economic
situation. Project launching, land purchasing, constructing and cash flow management are
important issues and the Company sustains its financial status and operating result in good
standard ; therefore, the Company is capable in such liabilities.
3.4. Risk from repayment of loans to financial institutions and bonds that mature
The subprime crisis that began in the United States in Q3 2008 created a financial
ripple effect that led to the decline of the global economy. While its impact can still be felt
today, it is believed that the Thai economy already passed the bottom in Q1 2009. However,
it is still unpredictable due to the public debt crisis in 5 countries, i.e. Greece, Ireland, Italy,
Portugal and Spain, which is expected to expand to other European countries and possibly
causes world economic crisis. Nevertheless, Thai economic is yet to be effected. For domestic
aspect, the political conflict was eased off, given a positive sign to Thai economy. The Company,
however, is not reckless on this; the Company plans and adjusts its strategies to best suit
with the current situation by launching new projects, purchasing lands, controlling inventories
and managing cash flow.
As of 31 December 2010, the Company had the total outstanding bonds of Baht 8,000
million with its due in the year 2011 in the amount of Baht 2,000 million (see table below)
as well as Baht 2,666 million in outstanding loan from financial institutions. The Company
sustains its financial status and operating result in good standard with Current ratio at 3:1
and debt to equity ratio at 1.12. The Company has cash balance and/or equivalent items at
the amount of Baht 355 million showing the ability to cover the Company’s debt in due time.
Moreover, the Company conducts a policy to engage with bondholders by continuing
to issue more bonds while maintain appropriate credit facility level (currently over Baht
10,000 million is available through financial institutions). The Company aims to keep the debt
to equity ratio according to the terms and conditions of the bonds.
Annual Report 2010Asian Property Development Plc.
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Year 2011 2012 2013 2014 2015
Amount of bonds that mature (Baht million) 2,000 2,000 2,500 1,000 500
4. Risk from interest rate
4.1. Risk from interest rate fluctuation
As uncertainty in global interest rate may impact costs for project development and
operation, the Company therefore mitigates the risk by issuing fixed-interest bonds in order
to keep the cost of interest low and be shielded from the upward interest rate trend. The
Company’s interest bearing debts were Baht 10,666 million as of 31 December 2010 and the
proportions of fixed-rate and floating rate are 90.3 % and 9.7 %, respectively.
5. Risk incurred by exercising the warrants to buy ordinary shares issued to the employees of the company and its subsidiaries
5.1. Risk incurred by Dilution Effect
On 24 April 2009, the annual general shareholders’ meeting approved the issuance of
the warrants to buy ordinary shares to the company’s and its subsidiaries’ employees for
48,680,463 units at the exercise price of Baht 3.00 per unit. In the case that all rights are
exercised, the profit division or control dilution will be affected by reducing the current
shareholders’ profit portions and voting rights. This effect also depends on the use of the
warrants.
In 2010, the Company has issued warrants to its employees and the subsidiaries’
employees. There were 8,723,600 warrant units exercised in 2010. Consequently, there remains
39,956,863 units as of 31 December 2010 and will be expired in 7 March 2013.
Annual Report 2010Asian Property Development Plc.
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Innovation NeedsCreativity and Courage
77
Innovation NeedsCreativity and Courage
2010 Audit Committee ReportDear Shareholders,
The Audit Committee of Asian Property Development Public Company Limited consisted of 3
independent directors, namely Mr. Phanporn Dubbarangsi, Mr. Nontachit Tulayanonda and Mr. Kosol
Suriyaporn. Their fields of expertise range from administrative management, finance and accounting, law,
and risk management.
In 2010 fiscal year, the Audit Committee performed its duty independently by meeting with the
management team, auditors, and internal auditors for 6 times in the relevant period which can be
summarized below.
1. Examined the Company’s quarterly as well as 2010 fiscal year financial statements and
consolidated financial statements with the management team and the auditor before
presenting it to the Board of Directors. The Audit Committee found that the Company’s financial
reports were prepared in accordance with the generally accepted accounting standards and
provided sufficient information in the financial disclosure.
2. Examined related party transactions. The Audit Committee found the disclosure of information
and related party transactions to be accurate, sufficient and complete.
3. Supported and emphasized the importance of Corporate Governance in the Company
according to the Stock Exchange of Thailand to build confidence for shareholders, investors,
clients, customers and related parties.
4. Ensured that internal auditor could work independently by appointing an external firm, P&L
Internal Audit Co., Ltd., to provide internal audit service. The Audit Committee would study
the yearly internal audit plan, report and follow the result with the management team
continuously, and advise to ensure that work according to the yearly internal audit plan
would be efficient and effective.
5. Assessed the internal control system according to the guidelines set by the SEC, which cover
the control over operation, finance, and legal procedures. The Audit Committee found the
internal control system to be sufficient and efficient.
6. Proposed auditors from Ernst & Young as the company’s auditor for the 2011 fiscal year with
remuneration of 5.15 million Baht for the Board of Director’s approval
Mr. Phanporn Dubbarangsi Mr. Nontachit Tulayanonda Mr. Kosol Suriyaporn
Chairman of Audit Committee Audit Committee Audit Committee
Annual Report 2010Asian Property Development Plc.
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Directors’ Responsibilities on Financial Statement
The Board of Directors is responsible for Asian Property Development Public Company Limited and its subsidiaries’ financial information presented in this annual report. The aforementioned financial statements are prepared in accordance with generally accepted accounting principles, using appropriate accounting policy, consistent basis and careful judgement. Important information is adequately and transparently disclosed in the notes to the financial statements.
The Board of Directors has provided for and maintains a risk management system, as well as appropriate and efficient internal controls to ensure that accounting records are accurate, reliable, and adequate to protect its assets and uncover any weaknesses that may be presented in order to prevent fraud or materially irregular operations.
In this regard, the Board of Directors has appointed an Audit Committee which is non-executive board to be responsible for reviewing the accounting policy, financial reports, internal controls, internal audit and risk management system. All their comments on these issues have been included in the Audit Committee Report which is presented in this annual report.
The Board of Directors believes that the Company’s overall internal control system has performed to a satisfactory level to lend credibility and provide reliability to Asian Property Development Public Company Limited and its subsidiaries’ financial statements for the year ended 31 December 2010. The Board of Directors also believes all these financial statements have been presented fairly for both operating results and cash flow in all material respects.
(Mr. Chatchaval Bhanalaph) (Mr. Anuphong Assavabhokhin) (Mr. Pichet Vipavasuphakorn) (Mr. Chaiyarat Thampreera) Chairman of the Vice Chairman and Director and Director Board of Directors Chief Executive Officer Managing Director
(Mr. Siripong Sombutsiri) (Mr. Wason Naruenatpaisan) (Ms. Kittiya Pongpujaneekul) (Mr. Visanu Suchartlumpong) Director Director Director Director
(Mr. Pornwut Sarasin) (Mr. Shaw Sinhaseni) (Mr. Phanporn Dabbarangsi) (Mr. Kosol Suriyaporn) Director Director Director and Chairman of Audit Director the Audit Committee
(Mr. Nontachit Tulayanonda) Audit Director
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Asian Property Development Public Company Limited,
its subsidiaries and joint ventures
Report and financial statements
31 December 2010 and 2009
Annual Report 2010Asian Property Development Plc.
80
Report of Independent Auditor
To the Shareholders of Asian Property Development Public Company Limited
I have audited the accompanying consolidated balance sheets of Asian Property Development Public
Company Limited, its subsidiaries and joint ventures as at 31 December 2010 and 2009, the related consolidated
statements of income, changes in shareholders’ equity, and cash flows for the years then ended, and the
separate financial statements of Asian Property Development Public Company Limited for the same periods.
These financial statements are the responsibility of the management of the Company, its subsidiaries and
joint ventures as to their correctness and the completeness of the presentation. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards. Those standards require that
I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of Asian Property Development Public Company Limited, its subsidiaries and joint ventures and of
Asian Property Development Public Company Limited as at 31 December 2010 and 2009, and the results of
their operations and cash flows for the years then ended in accordance with generally accepted accounting principles.
Without qualifying my opinion on the above financial statements, I draw attention to the matter as discussed
in Note 6 to the financial statements whereby, in 2010, the Company, its subsidiaries and joint ventures
changed its accounting policy for recognition of revenue from sales of real estate from the percentage of
completion method to recognising revenue in full when ownership is transferred. The Company has thus
restated the financial statements for 2009 to reflect this change in accounting policy. In my opinion, the
adjustments made for the preparation of such statements are appropriate and have been properly applied.
Kamontip Lertwitworatep
Certified Public Accountant (Thailand) No. 4377
Ernst & Young Office Limited
Bangkok: 24 February 2011
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Asian Property Development Public Company Limited, its subsidiaries and jointventures Balance sheets
As at 31 December 2010 and 2009
(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2010 2009 2010 2009
(Restated) (Restated)
Assets
Current assets
Cash and cash equivalents 7 355,414,731 1,708,195,241 245,798,858 1,098,390,237
Trade accounts receivable - net 8 8,848,285 3,895,082 - 231,504
Inventories - net 9 21,347,181,662 15,734,044,286 15,778,307,261 12,478,918,270
Interest receivable - related parties 10 - - 83,676,236 34,872,269
Short-term loans to related parties 10 - - 2,165,741,270 913,851,270
Other current assets
Deposits for construction materials 769,937,612 370,256,151 605,555,556 269,978,376
Deposits for land 572,702,420 593,129,650 448,089,250 591,129,650
Other receivables 46,315,485 34,820,132 34,784,176 25,485,949
Others 120,839,811 49,711,861 65,208,063 31,756,870
Total other current assets 1,509,795,328 1,047,917,794 1,153,637,045 918,350,845
Total current assets 23,221,240,006 18,494,052,403 19,427,160,670 15,444,614,395
Non-current assets
Restricted bank deposits 7 29,362,200 28,763,766 23,728,390 14,551,699
Investments in subsidiaries - net 11 - - 2,707,817,499 743,969,085
Investments in joint ventures 12 - - - 555,453,610
Investment in associate 13 - 131,487,060 - 59,727,214
Other long-term investments 14 126,582,689 168,891,225 126,557,694 168,855,114
Land and cost of project held for development 15 102,406,200 90,284,800 - -
Property, plant and equipment - net 16 156,006,542 109,343,117 127,751,224 94,677,606
Intangible assets - net 17 353,363,788 14,476,824 45,160,704 13,538,000
Goodwill 100,063,166 100,063,166 - -
Other non-current assets 25,456,667 21,676,342 20,994,102 16,712,588
Total non-current assets 893,241,252 664,986,300 3,052,009,613 1,667,484,916
Total assets 24,114,481,258 19,159,038,703 22,479,170,283 17,112,099,311
The accompanying notes are an integral part of the financial statements.
Annual Report 2010Asian Property Development Plc.
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Asian Property Development Public Company Limited, its subsidiaries and joint venturesBalance sheets (continued)
As at 31 December 2010 and 2009
(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2010 2009 2010 2009
(Restated) (Restated)
Liabilities and shareholders’ equity
Current liabilities
Short-term loans from financial institutions 18 1,633,647,721 15,300,000 1,633,647,721 -
Trade accounts payable
Related parties 10 2,387,445 6,477,168 2,180,512 6,180,339
Unrelated parties 708,596,961 460,422,410 537,635,153 388,719,025
Total trade accounts payable 710,984,406 466,899,578 539,815,665 394,899,364
Accrued interest expenses - related parties 10 - - 96,104,022 46,648,095
Short-term loans from related parties 10 - - 1,241,800,000 721,400,000
Current portion of long-term loans 19 226,000,000 20,000 192,000,000 20,000
Current portion of debentures 20 2,000,000,000 1,500,000,000 2,000,000,000 1,500,000,000
Unearned revenue 1,857,163,966 1,512,169,994 984,323,536 1,051,411,611
Other current liabilities
Accrued expenses 611,576,195 380,518,405 496,790,711 294,208,446
Corporate income tax payable 292,080,311 401,477,896 175,543,635 325,757,024
Accrued interest expenses 87,715,000 79,737,214 87,715,000 79,471,697
Others 89,466,596 89,741,377 53,963,817 61,537,540
Total other current liabilities 1,080,838,102 951,474,892 814,013,163 760,974,707
Total current liabilities 7,508,634,195 4,445,864,464 7,501,704,107 4,475,353,777
Non-current liabilities
Long-term loans - net of current portion 19 807,192,480 1,426,687,650 334,692,480 634,011,000
Debentures - net of current portion 20 6,000,000,000 5,000,000,000 6,000,000,000 5,000,000,000
Retention payable
Related party 10 921,054 921,054 921,054 921,054
Unrelated parties 283,652,835 250,153,424 205,325,821 178,801,125
Total retention payable 284,573,889 251,074,478 206,246,875 179,722,179
Total non-current liabilities 7,091,766,369 6,677,762,128 6,540,939,355 5,813,733,179
Total liabilities 14,600,400,564 11,123,626,592 14,042,643,462 10,289,086,956
The accompanying notes are an integral part of the financial statements.
Annual Report 2010Asian Property Development Plc.
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Asian Property Development Public Company Limited, its subsidiaries and joint venturesBalance sheets (continued)
As at 31 December 2010 and 2009
(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2010 2009 2010 2009
(Restated) (Restated)
Shareholders’ equity
Share capital 21
Registered
2,383,289,729 ordinary shares of Baht 1 each
(2009: 2,391,880,463 ordinary shares of Baht 1 each) 2,383,289,729 2,391,880,463 2,383,289,729 2,391,880,463
Issued and fully paid up
2,343,332,866 ordinary shares of Baht 1 each
(2009: 2,334,609,266 ordinary shares of Baht 1 each) 2,343,332,866 2,334,609,266 2,343,332,866 2,334,609,266
Share premium (discount) 22, 23 17,447,200 (853,106,060) 17,447,200 (853,106,060)
Revaluation surplus on changes in
value of investments 13, 14 10,554,046 33,611,759 76,446,111 33,611,759
Retained earnings
Appropriated - statutory reserve 24 239,188,047 233,460,927 239,188,047 233,460,927
Unappropriated 6,903,170,550 6,281,397,516 5,760,112,597 5,074,436,463
Equity attributable to the Company’s shareholders 9,513,692,709 8,029,973,408 8,436,526,821 6,823,012,355
Minority interests - Equity attributable to minority
shareholders of subsidiaries 387,985 5,438,703 - -
Total shareholders’ equity 9,514,080,694 8,035,412,111 8,436,526,821 6,823,012,355
Total liabilities and shareholders’ equity 24,114,481,258 19,159,038,703 22,479,170,283 17,112,099,311
The accompanying notes are an integral part of the financial statements.
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84
Asian Property Development Public Company Limited, its subsidiaries and joint venturesIncome statements
For the years ended 31 December 2010 and 2009(Unit: Baht)
Consolidated financial statements Separate financial statements
Note 2010 2009 2010 2009
(Restated) (Restated)
Revenues
Revenues from sales 13,692,041,308 12,520,169,760 10,372,881,067 9,972,066,825
Service income 148,221,887 107,666,365 150,567,206 73,137,177
Other income
Interest income 13,038,947 8,227,596 96,553,286 53,416,952
Dividend income 11, 13 - - 467,651,272 664,978,688
Gain from sales of investments 13, 14 106,145,652 1,446,696 118,659,418 1,446,696
Others 76,483,052 60,652,736 57,860,688 52,700,857
Total other income 195,667,651 70,327,028 740,724,664 772,543,193
Total revenues 14,035,930,846 12,698,163,153 11,264,172,937 10,817,747,195
Expenses 25
Costs of sales 8,602,039,083 8,400,144,477 6,445,378,824 6,565,813,615
Selling expenses 949,857,082 492,566,516 704,092,871 345,007,589
Administrative expenses 1,095,766,890 823,921,731 803,329,460 666,185,069
Management benefit expenses 10 79,636,103 68,916,667 79,636,103 68,916,667
Other expenses 8,781,280 121,207 8,657,978 37,721
Total expenses 10,736,080,438 9,785,670,598 8,041,095,236 7,645,960,661
Income before share of income from investment,
finance cost and corporate income tax 3,299,850,408 2,912,492,555 3,223,077,701 3,171,786,534
Share of income from investment in associate accounted
for under equity method 13 9,036,815 3,454,484 - -
Income before finance cost and corporate
income tax 3,308,887,223 2,915,947,039 3,223,077,701 3,171,786,534
Finance cost (102,597,544) (169,337,143) (186,254,452) (237,664,084)
Income before corporate income tax 3,206,289,679 2,746,609,896 3,036,823,249 2,934,122,450
Corporate income tax 26 (976,953,251) (816,230,955) (745,261,274) (643,611,542)
Net income for the year 2,229,336,428 1,930,378,941 2,291,561,975 2,290,510,908
Net income attributable to:
Equity holders of the parent 2,227,658,875 1,927,483,748 2,291,561,975 2,290,510,908
Minority interests of the subsidiaries 1,677,553 2,895,193
Total 2,229,336,428 1,930,378,941
Earnings per share 27
Basic earnings per share
Net income attributable to equity holders of the parent 0.953 0.826 0.980 0.981
Weighted average number of ordinary shares (shares) 2,338,379,518 2,334,609,266 2,338,379,518 2,334,609,266
Diluted earnings per share
Net income attributable to equity holders of the parent 0.945 0.973
Weighted average number of ordinary shares (shares) 2,356,331,456 2,356,331,456
The accompanying notes are an integral part of the financial statements.
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Asian Property Development Public Company Limited, its subsidiaries and joint venturesCash flow statements
For the years ended 31 December 2010 and 2009
(Unit: Baht)
Consolidated financial statements Separate financial statements
2010 2009 2010 2009
(Restated) (Restated)
Cash flows from operating activities
Net income before tax 3,206,289,679 2,746,609,896 3,036,823,249 2,934,122,450
Adjustments to reconcile net income before tax to net cash
provided by (paid from) operating activities:
Share of income from investment in associate
accounted for under equity method (9,036,815) (3,454,484) - -
Depreciation 27,321,709 21,957,925 22,845,633 17,843,011
Amortisation 150,824,977 4,027,297 5,882,277 3,786,311
Allowance for doubtful accounts 121,504 - 231,504 -
Reversal of allowance for diminution in inventory value (362,232) - - -
Reversal of allowance for impairment of fixed assets (1,561,185) - (1,561,185) -
Loss on write off of assets 9,698,795 454,326 9,189,116 37,721
Dividend income from subsidiaries and associate - - (467,651,272) (664,978,688)
Gain from sales of investments (106,145,652) (1,446,696) (118,659,418) (1,446,696)
Write-off of withholding tax 309,591 81,881 - -
Interest income 13,038,947) (8,227,596) (96,553,286) (53,416,952)
Interest expenses 77,787,784 154,223,704 166,485,401 224,986,105
Net income from operating activities before changes
in operating assets and liabilities 3,342,209,208 2,914,226,253 2,557,032,019 2,460,933,262
Operating assets (increase) decrease
Trade accounts receivable (5,074,707) 794,606 - (200,000)
Inventories (3,882,431,961) (702,652,795) (3,022,587,748) (1,409,876,285)
Other current assets (400,062,167) (571,262,968) (235,286,200) (485,709,231)
Other non-current assets (4,807,034) (3,072,241) (4,281,514) (3,190,905)
Operating liabilities (increase) decrease
Trade accounts payable 221,532,648 62,683,624 144,916,301 87,995,619
Unearned revenue (9,740,100) (168,596,154) (67,088,075) (317,640,335)
Other current liabilities 226,818,720 164,519,960 195,008,542 153,962,898
Retention payable 20,405,643 50,778,146 26,524,696 30,027,067
Cash from (used in) operating activities (491,149,750) 1,747,418,431 (405,761,979) 516,302,090
Cash paid for interest expenses (454,419,633) (333,814,692) (416,418,360) (309,846,721)
Cash paid for corporate income tax (1,085,273,684) (825,345,297) (895,474,663) (625,557,316)
Refund of withholding tax deducted at source 150,166 - - -
Net cash from (used in) operating activities (2,030,692,901) 588,258,442 (1,717,655,002) (419,101,947)
The accompanying notes are an integral part of the financial statements.
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Asian Property Development Public Company Limited, its subsidiaries and joint venturesCash flow statements (continued)
For the years ended 31 December 2010 and 2009
(Unit: Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009 (Restated) (Restated)
Cash flows from investing activities Decrease (increase) in restricted bank deposits (598,434) 10,623,121 (9,176,691) 10,224,395 Cash received from sales of short-term investments - 83,319,696 - 83,319,696 Cash received from short-term loans to related partie - - 2,568,087,000 620,400,000 Cash paid for short-term loans to related parties - - (3,819,977,000) (893,500,000)Cash paid for investments in subsidiaries and joint ventures (786,992,460) - (1,458,394,794) (99,014,920)Cash received from sales of investment in a subsidiary 25 - 49,999,995 - Cash received from sales of investment in associate 24,007,598 - 24,007,598 - Cash received from sales of long-term investments 239,510,800 - 239,510,800 - Dividend received from subsidiaries and associate 2,401,945 2,401,945 467,651,272 848,212,525 Cash paid for purchases of equipment (48,673,794) (33,424,460) (30,619,949) (30,943,527)Cash paid for purchases of intangible assets (45,953,546) (836,500) (45,953,546) (802,500)Cash received from interest 13,038,947 8,227,596 47,749,319 31,893,921 Decrease in minority interests (2,549,080) - - - Net cash from (used in) investing activities (605,807,999) 70,311,398 (1,967,115,996) 569,789,590 Cash flows from financing activitiesIncrease (decrease) in short-term loans from financial institutions 1,624,700,000 (149,700,000) 1,640,000,000 (165,000,000)Cash received from short-term loans from related parties - - 1,189,700,000 768,000,000 Cash paid for short-term loans from related parties - - (669,300,000) (780,356,363)Cash received from long-term loans 872,400,661 201,599,998 678,000,000 120,000,000 Repayment of long-term loans (1,989,460,740) (2,346,161,472) (785,338,520) (2,037,151,553)Cash received from issuance of debentures 3,000,000,000 3,000,000,000 3,000,000,000 3,000,000,000 Cash paid for debentures (1,500,000,000) (750,000,000) (1,500,000,000) (750,000,000)Cash received from issuance of ordinary share capital 26,170,800 - 26,170,800 -Increase in minority interests from change in subsidiaries’ share capital - 999,643 - - Dividend payment (747,052,661) (583,639,516) (747,052,661) (583,639,516)Dividend payment to minority interest of subsidiaries (3,037,670) (1,356) - - Net cash from (used in) financing activities 1,283,720,390 (626,902,703) 2,832,179,619 (428,147,432)Net increase (decrease) in cash and cash equivalents (1,352,780,510) 31,667,137 (852,591,379) (277,459,789)Cash and cash equivalents at beginning of year 1,708,195,241 1,676,528,104 1,098,390,237 1,375,850,026 Cash and cash equivalents at end of year (Note 7) 355,414,731 1,708,195,241 245,798,858 1,098,390,237
Supplemental cash flow information Non-cash transactions from investing activities Change in fair value of investment 10,554,046 112,570,076 76,446,111 112,570,076 Transfer equipment to intangible assets - 2,568,000 - 2,568,000 Transfer inventories to property, plant and equipment 24,478,667 - 24,478,667 -
The accompanying notes are an integral part of the financial statements.
Annual Report 2010Asian Property Development Plc.
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Asian Property Development Public Company Limited, its subsidiaries and joint venturesStatements of changes in shareholders’ equity
For the years ended 31 December 2010 and 2009(Unit: Baht)
Consolidated financial statements
Equity attributable to the parent’s shareholders
Revaluation Minority interests -
surplus (deficit) Retained earnings Total equity equity attributable
Issued from changes Appropriated - attributable to to minority
and paid-up Share in value statutory the parent’s shareholders
Note share capital discount of investments reserve Unappropriated shareholders of subsidiaries Total
Balance as at 31 December 2008,
as previously reported 2,334,609,266 (853,106,060) (78,958,317) 233,460,927 5,150,733,148 6,786,738,964 1,545,223 6,788,284,187
Cumulative effect of the change
in accounting policy for
recognition of revenue
from sales of real estate 6 - - - - (213,179,864) (213,179,864) - (213,179,864)
Balance as at 31 December 2008,
as restated 2,334,609,266 (853,106,060) (78,958,317) 233,460,927 4,937,553,284 6,573,559,100 1,545,223 6,575,104,323
Income recognised
directly in equity
Adjustment of fair value
of investment - - 112,570,076 - - 112,570,076 - 112,570,076
Net income recognised
directly in equity - - 112,570,076 - - 112,570,076 - 112,570,076
Net income for the year (restated) 6 - - - - 1,927,483,748 1,927,483,748 2,895,193 1,930,378,941
Total income for the year - - 112,570,076 - 1,927,483,748 2,040,053,824 2,895,193 2,042,949,017
Dividend paid 28 - - - - (583,639,516) (583,639,516) (1,356) (583,640,872)
Increase in minority interests
from change in
subsidiaries’ share capital - - - - - - 999,643 999,643
Balance as at 31 December 2009 2,334,609,266 (853,106,060) 33,611,759 233,460,927 6,281,397,516 8,029,973,408 5,438,703 8,035,412,111
The accompanying notes are an integral part of the financial statements.
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Asian Property Development Public Company Limited, its subsidiaries and joint venturesStatements of changes in shareholders’ equity (continued)
For the years ended 31 December 2010 and 2009(Unit: Baht)
Consolidated financial statements Equity attributable to the parent’s shareholders
Revaluation Minority interests -
surplus (deficit) Total equity equity attributable
Issued Share from changes Retained earnings attributable to to minority
and paid-up premium in value Appropriated - the parent’s shareholders
Note share capital (discount) of investments statutory reserve Unappropriated shareholders of subsidiaries Total
Balance as at 31 December 2009,
as previously report 2,334,609,266 (853,106,060) 33,611,759 233,460,927 6,433,194,481 8,181,770,373 5,438,703 8,187,209,076
Cumulative effect of
the change in accounting policy for
recognition of revenue
from sales of real estate 6 - - - - (151,796,965) (151,796,965) - (151,796,965)
Balance as at 31 December 2009,
as restated 2,334,609,266 (853,106,060) 33,611,759 233,460,927 6,281,397,516 8,029,973,408 5,438,703 8,035,412,111
Income (expenses)
recognised directly in equity
Adjustment of fair value of investment - - 10,554,046 - - 10,554,046 - 10,554,046
Sales of long-term investment - - (33,611,759) - - (33,611,759) - (33,611,759)
Net expenses recognised
directly in equity - - (23,057,713) - - (23,057,713) - (23,057,713)
Net income for the year - - - - 2,227,658,875 2,227,658,875 1,677,553 2,229,336,428
Total income (expenses) for the year - - (23,057,713) - 2,227,658,875 2,204,601,162 1,677,553 2,206,278,715
Ordinary shares issued
during the year 22 8,723,600 17,447,200 - - - 26,170,800 - 26,170,800
Dividend paid 28 - - - - (747,052,661) (747,052,661) (3,037,670) (750,090,331)
Offset share discount against
retained earnings 23 - 853,106,060 - - (853,106,060) - - -
Unappropriated retained
earnings transferred
to statutory reserve 24 - - - 5,727,120 (5,727,120) - - -
Decrease in minority interests - - - - - - (3,690,601) (3,690,601)
Balance as at 31 December 2010 2,343,332,866 17,447,200 10,554,046 239,188,047 6,903,170,550 9,513,692,709 387,985 9,514,080,694
The accompanying notes are an integral part of the financial statements.
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Asian Property Development Public Company Limited, its subsidiaries and joint venturesStatements of changes in shareholders’ equity (continued)
For the years ended 31 December 2010 and 2009(Unit: Baht)
Separate financial statements Revaluation surplus (deficit) Issued from changes Retained earnings and paid-up Share in value Appropriated - Note share capital discount of investments statutory reserve Unappropriated Total
Balance as at 31 December 2008, as previously reported 2,334,609,266 (853,106,060) (78,958,317) 233,460,927 3,541,184,144 5,177,189,960
Cumulative effect of the change in accounting policy for
recognition of revenue from sales of real estate 6 - - - - (173,619,073) (173,619,073)
Balance as at 31 December 2008, as restated 2,334,609,266 (853,106,060) (78,958,317) 233,460,927 3,367,565,071 5,003,570,887
Income recognised directly in equity
Adjustment of fair value of investment - - 112,570,076 - - 112,570,076
Net income recognised directly in equity - - 112,570,076 - - 112,570,076
Net income for the year (restated) 6 - - - - 2,290,510,908 2,290,510,908
Total income for the year - - 112,570,076 - 2,290,510,908 2,403,080,984
Dividend paid 28 - - - - (583,639,516) (583,639,516)
Balance as at 31 December 2009 2,334,609,266 (853,106,060) 33,611,759 233,460,927 5,074,436,463 6,823,012,355
Balance as at 31 December 2009, as previously reported 2,334,609,266 (853,106,060) 33,611,759 233,460,927 5,206,061,654 6,954,637,546
Cumulative effect of the change in accounting policy for
recognition of revenue from sales of real estate 6 - - - - (131,625,191) (131,625,191)
Balance as at 31 December 2009, as restated 2,334,609,266 (853,106,060) 33,611,759 233,460,927 5,074,436,463 6,823,012,355
Income recognised directly in equity
Adjustment of fair value of investment - - 76,446,111 - - 76,446,111
Sales of long-term investment - - (33,611,759) - - (33,611,759)
Net income recognised directly in equity - - 42,834,352 - - 42,834,352
Net income for the year - - - - 2,291,561,975 2,291,561,975
Total income for the year - - 42,834,352 - 2,291,561,975 2,334,396,327
Ordinary shares issued during the year 22 8,723,600 17,447,200 - - - 26,170,800
Dividend paid 28 - - - - (747,052,661) (747,052,661)
Offset share discount against retained earnings 23 - 853,106,060 - - (853,106,060) -
Unappropriated retained earnings transferred to statutory reserve 24 - - - 5,727,120 (5,727,120) -
Balance as at 31 December 2010 2,343,332,866 17,447,200 76,446,111 239,188,047 5,760,112,597 8,436,526,821
The accompanying notes are an integral part of the financial statements.
Asian Property Development Public Company Limited, its subsidiaries and joint venturesStatements of changes in shareholders’ equity (continued)
For the years ended 31 December 2010 and 2009(Unit: Baht)
Separate financial statements Revaluation surplus (deficit) Issued from changes Retained earnings and paid-up Share in value Appropriated - Note share capital discount of investments statutory reserve Unappropriated Total
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Asian Property Development Public Company Limited,its subsidiaries and joint ventures
Notes to financial statementsFor the years ended 31 December 2010 and 2009
1. General information
Asian Property Development Public Company Limited (“the Company”) is a public company,
incorporated and domiciled in Thailand. The Company operates in Thailand and is principally
engaged in real estate development. The registered office is at 170/57 18th floor, Ocean Tower I
Building, Rajadapisek Road, Klongtoey, Bangkok.
2. Basis of preparation
2.1 The financial statements have been prepared in accordance with accounting standards
enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been
made in compliance with the stipulations of the Notification of the Department of Business
Development dated 30 January 2009, issued under the Accounting Act B.E. 2543.
The financial statements in Thai language are the official statutory financial statements of the
Company. The financial statements in English language have been translated from the Thai
language financial statements. The financial statements have been prepared on a historical
cost basis except where otherwise disclosed in the accounting policies.
2.2 Basis of consolidation
a) The consolidated financial statements include the financial statements of Asian Property
Development Public Company Limited (“the Company”) and the following subsidiary com-
panies and joint ventures:
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Percentage of revenues
Percentage of assets of subsidiaries and joint
of subsidiaries and joint ventures included in
ventures included in consolidated revenues
Percentage of consolidated total assets for the years ended
Company shareholding as at 31 December 31 December
2010 2009 2010 2009 2010 2009
(Restated)
Subsidiaries
The Value Property Development
Co., Ltd. (formerly known as
“Asian Property (Thailand)
Co., Ltd.”) and subsidiary 100 100 8 - - -
AP (Sathon) Co., Ltd.
(formerly known as
“AP Pacific Star
(Sathon) Co., Ltd.”) 100 - 5 - - -
AP (Ratchada) Co., Ltd.
(formerly known as
“AP Pacific Star
(Ratchada) Co., Ltd.”) 100 - 4 - 13 -
Asian Property (Sukhumvit) Co.,Ltd. 100 100 4 4 - -
Asian Property (Krungthep) Co., Ltd. 100 100 2 3 4 10
Asian Property Co., Ltd.
(company set up after amalgamation) 100 - 2 - - -
Thonglor Residence Co., Ltd. 100 100 - - - -
and subsidiaries
Smart Service & Management Co.,Ltd. 100 100 - - - -
Bangkok CitiSmart Co., Ltd. 100 75 - - - -
Asian Property (Sathorn) Co., Ltd. - 100 - 3 - 3
Asian Property Co., Ltd. and subsidiaries - 100 - 2 - -
Asian Property (Ratchavipa) Co.,Ltd. - 100 - 1 - 3
Trillion Development Co., Ltd. - 100 - 1 - 3
Asian Property (Ladphrao) Co.,Ltd. - 100 - - - -
Joint ventures
AP (Ratchada) Co., Ltd.
(formerly known as
“AP Pacific Star (Ratchada) Co., Ltd.”) - 51 - 4 - -
AP (Sathon) Co., Ltd.
known as “AP Pacific Star
(Sathon) Co., Ltd.”) - 51 - 3 - -
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On 20 May 2010, the Extraordinary General Meeting of the shareholders of Asian Property (Thailand) Co.,
Ltd., a subsidiary company, passed a resolution to change its name to Bangkok Rungruang Co., Ltd. The
subsidiary registered the change of its name with the Ministry of Commerce on 21 May 2010.
Subsequently, on 15 September 2010, the Extraordinary General Meeting of the shareholders of the above
subsidiary company passed a resolution to change its name to The Value Property Development Co., Ltd.
The subsidiary registered the change of its name with the Ministry of Commerce on 16 September 2010.
On 30 September 2010, the Extraordinary General Meeting of the shareholders of Bangkok Rungroj Co.,
Ltd., a subsidiary company of The Value Property Development Co., Ltd., passed a resolution to change
its name to SQE Construction Co., Ltd. The subsidiary registered the change of its name with Ministry of
Commerce on 1 October 2010.
During 2010, the Company had changed its shareholding structure in subsidiaries and joint ventures as
detailed in Note 11 and 12.
b) Subsidiaries are fully consolidated as from the date of acquisition, being the date on which the
Company obtains control, and continue to be consolidated until the date when such control ceases.
c) The financial statements of the subsidiaries and joint ventures are prepared using the same
significant accounting policies as the Company.
d) Material balances and transactions between the Company, its subsidiaries and joint ventures have
been eliminated from the consolidated financial statements.
e) Investments in the subsidiaries and joint ventures as recorded in the Company’s books of account
are eliminated against the equity of subsidiaries and joint ventures.
f) The premium of investment exceeds the fair value of net assets of subsidiaries and associate at the
acquisition date is presented as goodwill or intangible asset under non-current assets in the
consolidated balance sheet.
g) The consolidated financial statements included the proportion of the assets, liabilities, revenues and
expenses of the joint ventures from the date of acquisition until the date that the joint ventures
became the subsidiaries of the Company, as described in Note 12.
h) Minority interests represent the portion of net income or loss and net assets of the subsidiaries that
are not held by the Company and are presented separately in the consolidated income statement and
within equity in the consolidated balance sheet.
2.3 The separate financial statements, which present investments in subsidiaries, joint ventures and
associate under the cost method, have been prepared solely for the benefit of the public.
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3. Adoption of new accounting standards
During the current year, the Federation of Accounting Professions issued a number of revised and new
accounting standards as listed below.
a) Accounting standards that are effective for fiscal years beginning on or after 1 January 2011
(except Framework for the Preparation and Presentation of Financial Statements, which is
immediately effective):
Framework for the Preparation and Presentation of Financial Statements
(revised 2009)
TAS 1 (revised 2009) Presentation of Financial Statements
TAS 2 (revised 2009) Inventories
TAS 7 (revised 2009) Statement of Cash Flows
TAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors
TAS 10 (revised 2009) Events after the Reporting Period
TAS 11 (revised 2009) Construction Contracts
TAS 16 (revised 2009) Property, Plant and Equipment
TAS 17 (revised 2009) Leases
TAS 18 (revised 2009) Revenue
TAS 19 Employee Benefits
TAS 23 (revised 2009) Borrowing Costs
TAS 24 (revised 2009) Related Party Disclosures
TAS 26 Accounting and Reporting by Retirement Benefit Plans
TAS 27 (revised 2009) Consolidated and Separate Financial Statements
TAS 28 (revised 2009) Investments in Associates
TAS 29 Financial Reporting in Hyperinflationary Economies
TAS 31 (revised 2009) Interests in Joint Ventures
TAS 33 (revised 2009) Earnings per Share
TAS 34 (revised 2009) Interim Financial Reporting
TAS 36 (revised 2009) Impairment of Assets
TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets
TAS 38 (revised 2009) Intangible Assets
TAS 40 (revised 2009) Investment Property
TFRS 2 Share-Based Payment
TFRS 3 (revised 2009) Business Combinations
TFRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued Operations
TFRS 6 Exploration for and Evaluation of Mineral Resources
TFRIC Interpretation 15 Agreements for the Construction of Real Estate
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b) Accounting standards that are effective for fiscal years beginning on or after 1 January 2013:
TAS 12 Income Taxes
TAS 20 (revised 2009) Accounting for Government Grants and Disclosure of
Government Assistance
TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates
The Company’s management believes that these accounting standards will not have any significant
impact on the financial statements for the year when they are initially applied, except for the
following accounting standards which management expects the impact on the financial statements
in the year when they are adopted.
TAS 19 Employee Benefits
This accounting standard requires employee benefits to be recognised as expense in the period in
which the service is performed by the employee. In particular, an entity has to evaluate and make a provision
for post-employment benefit or liabilities arising from other defined benefit plans using actuarial
techniques. Currently, the Company accounts for such employee benefits when they are incurred.
At present, the management is evaluating the impact on the financial statements in the year when
this standard is adopted.
TAS 12 Income Taxes
This accounting standard requires an entity to identify temporary differences, which are differences
between the carrying amount of an asset or liability in the accounting records and its tax base, and
to recognize deferred tax assets and liabilities under the stipulated guidelines.
At present, the management is evaluating the impact on the financial statements in the year when
this standard is adopted.
4. Significant accounting policies
4.1 Revenue recognition
Revenue from sales of real estate
Revenues from sales of land and houses/condominium units/land are recognised when the
ownership has been transferred to buyer. Revenues are the contract value which ownership is
transferred to buyer.
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Rendering of services
Service revenue is recognised when services have been rendered taking into account the stage of
completion.
Interest income
Interest income is recognised on an accrual basis based on the effective interest rate.
Dividends
Dividends are recognised when the right to receive the dividends is established.
4.2 Cost of sales of real estate
Cost of sales of land and houses/condominium units is determined based on the anticipated total
development costs (after considering the actual costs incurred to date) attributed to units already
sold on the basis of the salable value and area, and is recognised as cost of sales in accordance with
the revenue recognition. Cost of land is recognised as cost of sales in accordance with the revenue
recognition.
4.3 Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments
with an original maturity of three months or less and not subject to withdrawal restrictions.
4.4 Trade accounts receivable
Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is
provided for the estimated losses that may be incurred in collection of receivables. The allowance
is generally based on collection experiences and analysis of debt aging.
4.5 Inventories
Inventories are valued at the lower of cost and net realisable value. Cost of inventories is calculated
as detailed below.
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Land
Land is valued at cost on a weighted average method (calculated separately for each project) and is
recognised as cost in accordance with the revenue recognition.
Deferred interest
Interest expenses relating to project development are recorded as deferred interest, with capitalisation
ceasing when the ownership is transferred to buyer. Such deferred interest is recorded as a part of
inventories and is recognised as cost of sales in accordance with the average revenue recognition
(calculated separately for each project).
Infrastructure
The costs of construction for infrastructure like road, electricity system, water supply system and
others are recorded as a part of inventories and are recognised as cost of sales in accordance with
the revenue recognition.
Deferred project development costs
Preparation costs and project development costs before sales are recorded as a part of inventories
and are recognised as cost of sales in accordance with the revenue recognition.
4.6 Investments
a) Investments in securities held for trading are stated at fair value. Changes in the fair value of
these securities are recorded as gain or losses in the income statement.
b) Investments in available-for-sale securities are stated at fair value. Change in the fair value of
these securities are recorded as a separate item in shareholders’ equity, and will be recorded
as gains or losses in the income statement when the securities are sold.
c) Investments in debt securities, both due within one year and expected to be held to maturity, are
recorded at amortised cost. The premium/discount on debt securities is amortised/accreted by
the effective rate method with the amortised/accreted amount presented as an adjustment to
the interest income.
d) Investments in non-marketable equity securities, which the Company classifies as other
investments, are stated at cost net of allowance for loss on diminution in value (if any).
e) Investment in associate is accounted for in the consolidated financial statements using the
equity method.
f) Investments in subsidiaries, joint ventures and associate are accounted for in the separate
financial statements using the cost method.
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The fair value of marketable securities is based on the latest bid price of the last working day of the
year. The fair value of debt instruments is determined based on yield rates quoted by the Thai Bond
Market Association. The fair value of unit trusts is determined from their net asset value.
The weighted average method is used for computation of the cost of investments.
In the event the Company reclassifies investments from one type to another, such investments will
be readjusted to their fair value as at the reclassification date. The differences between the carrying
amount of the investments and the fair value on the date of reclassification are recorded as gains
or losses in the income statement or recorded as surplus (deficit) from changes in the value of
investments in shareholders’ equity, depending on the type of investment which is reclassified.
On disposal of an investment, the difference between net disposal proceeds and the carrying
amount of the investment is recognised as income or expenses in the income statement.
4.7 Property, plant and equipment and depreciation
Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation
and allowance for loss on impairment of assets (if any).
Depreciation of plant and equipment is calculated by reference to their costs on the straight-line
basis over the following estimated useful lives.
Land improvement - 5 years
Buildings and constructions - 20 years
Club houses, swimming pool and play ground - 20 years
Condominium unit for rent - 20 years
Sample houses and sales office - 5 years
Furniture, fixtures and office equipment - 5 years
Motor vehicles - 5 years
Other fixed assets - 5 years
Sand pit land is depreciated based on the quantity of sand excavated. The Company’s engineer has
estimated the useful life of such land capable of giving sand 2.9 million cubic meter. (Send pit land
is located at Kranchanaburi Province with an area of 155 rai).
Depreciation is included in determining income.
No depreciation is provided on land and assets under installation.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the
asset) is included in the income statement when the asset is derecognised.
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4.8 Intangible assets
Intangible assets acquired through business combination are initially recognised at their fair value
on the date of business acquisition while intangible assets acquired in other cases are recognised at
cost. Following the initial recognition, the intangible assets are carried at cost less any accumulated
amortisation and any accumulated impairment losses.
Intangible assets with finite lives are amortised on a systematic basis over the economic useful
life and tested for impairment whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the amortisation method of such intangible assets are
reviewed at least at each financial year end. The amortisation expense is charged to the income
statement.
A summary of the intangible assets with finite useful lives is as follows:
Useful lives
Premium on project value Transferred value of the project
Computer software 5 years
4.9 Goodwill
Goodwill is initially recorded at cost, which equals to the excess of cost of business combination
over the fair value of the net assets acquired. If the fair value of the net assets acquired exceeds the
cost of business combination, the excess is immediately recognised as gain in the income statement.
Goodwill is carried at cost less any accumulated impairment losses. Goodwill is tested for impairment
annually and when circumstances indicate that the carrying value may be impaired.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to
each of the Company’s cash-generating units (or group of cash generating units) that are expected
to benefit from the synergies of the combination. The Company estimates the recoverable amount
of each cash-generating unit (or group of cash-generating units) to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than the carrying amount, an
impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future
periods.
4.10 Related party transactions
Related parties comprise enterprises and individuals that control, or are controlled by,the Company,
whether directly or indirectly, or which are under common control with the Company.
They also include associated companies and individuals which directly or indirectly own a
voting interest in the Company that gives them significant influence over the Company, key management
personnel, directors and officers with authority in the planning and direction of the Company’s
operations.
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4.11 Impairment of assets
At each reporting date, the Company performs impairment reviews in respect of the property, plant
and equipment and other intangible assets whenever events or changes in circumstances indicate
that an asset may be impaired. The Company also carries out annual impairment reviews in respect
of goodwill. An impairment loss is recognised when the recoverable amount of an asset, which is the
higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount.
In determining value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation
model is used. These calculations are corroborated by a valuation model that, based on information
available, reflects the amount that the Company could obtain from the disposal of the asset in an
arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal.
An impairment loss is recognised in the income statement.
In the assessment of asset impairment if there is any indication that previously recognised
impairment losses may no longer exist or may have decreased, the Company estimates the asset’s
recoverable amount. A previously recognised impairment loss is reversed only if there has been a
change in the assumptions used to determine the asset’s recoverable amount since the last impairment
loss was recognised. The increased carrying amount of the asset attributable to a reversal of an
impairment loss shall not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset in prior years. Such reversal is recognised in the
income statement.
4.12 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised
as part of the cost of the respective assets. All other borrowing costs are expensed in the period they
are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds.
4.13 Operating leases
Leases, which a significant portion of the risks and rewards of ownership are not transferred to
the lessee, are classified as operating leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to the income statements on a straight-line basis
over the lease period. When an operating lease is terminated before the lease period has expired,
any payment required to be made to the lessor by way of penalty is recognised as an expense in
the period in which termination takes place.
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4.14 Employee benefits
Salaries, wages, bonuses and contributions to the social security fund and provident fund are
recognised as expenses when incurred.
The Company issued warrants to purchase the ordinary shares to employees of the Company and its
subsidiaries. The transactions will be recorded in the financial statements when the warrants are
exercised.
4.15 Provisions
Provisions are recognised when the Company has a present obligation as a result of a past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate can be made of the amount of the obligation.
4.16 Income tax
Income tax is provided in the accounts at the amount expected to be paid to the taxation authorities,
based on taxable profits determined in accordance with tax legislation.
5. Significant accounting judgments and estimates
The preparation of financial statements in conformity with generally accepted accounting principles
at times requires management to make subjective judgments and estimates regarding matters that
are inherently uncertain. These judgments and estimates affect reported amounts and disclosures;
and actual results could differ from these estimates. Significant judgments and estimates are as follows:
Leases
In determining whether a lease is to be classified as an operating lease or finance lease, the
management is required to use judgement regarding whether significant risk and rewards of
ownership of the leased asset has been transferred, taking into consideration terms and
conditions of the arrangement.
Allowance for doubtful accounts
In determining an allowance for doubtful accounts, the management needs to make judgment
and estimates based upon, among other things, past collection history,aging profile of outstanding
debts and the prevailing economic condition.
Impairment of equity investments
The Company treats available-for-sale investments and other investments as impaired when the
management judges that there has been a significant or prolonged decline in the fair value below
their cost or where other objective evidence of impairment exists. The determination of what is
“significant” or “prolonged” requires judgment.
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Property plant and equipment and depreciation
In determining depreciation of plant and equipment, the management is required to make
estimates of the useful lives and salvage values of the Company’s plant and equipment and to
review estimate useful lives and salvage values when there are any changes.
In addition, the management is required to review property, plant and equipment for impairment
on a periodical basis and record impairment losses in the period when it is determined that their
recoverable amount is lower than the carrying cost. This requires judgments regarding forecast of
future revenues and expenses relating to the assets subject to the review.
Goodwill and intangible assets
The initial recognition and measurement of goodwill and intangible assets, and subsequent
impairment testing, require management to make estimates of cash flows to be generated by the
asset or the cash generating units and to choose a suitable discount rate in order to calculate the
present value of those cash flows.
Litigation
The Company has contingent liabilities as a result of litigation. The Company’s management has
used judgment to assess of the results of the litigation and believes that no loss will result.
Therefore, no contingent liabilities are recorded as at the balance sheet date.
6. Change in accounting policy for recognition of revenue from sales of real estate
In 2010, the Company, its subsidiaries and joint ventures changed its accounting policy for recognition
of revenue from sales land and houses and condominium units from the percentage of completion
method to recognising revenue in full when ownership is transferred. Sales are thus recognised as
revenue in full when the construction work is completed and ownership has been transferred to
buyers, after all payments have been received from the buyers. This change was made to accord
to the International Financial Reporting Standard, and is in accordance with TAS 18 (revised 2009)
“Revenue” which is effective on 1 January 2011.
In this regard, the Company, its subsidiaries and joint ventures have restated the previous period’s
financial statements as though the revenue from sales of real estate had originally been recognised
in full when ownership is transferred. The cumulative effect of the change in accounting policy has
been presented under the heading of “Cumulative effect of the change in accounting policy for
recognition of revenue from sales of real estate” in the statements of changes in shareholders’
equity.
The effects of the change to the balance sheets as at 31 December 2010 and 2009 and the income
statements for the years then ended are as follows:
Annual Report 2010Asian Property Development Plc.
102
Balance sheets
Increase in trade accounts receivable 31,504 31,504 31,504 31,504
Decrease in unbilled receivable (30,832,279) (68,748,541) (30,832,279) (33,186,204)
Increase in inventories 116,304,080 220,943,445 32,746,911 172,006,751
Increase in unearned revenue 162,245,684 304,848,561 23,409,700 270,811,605
Decrease in other current liabilities (7,105,632) (825,189) (1,944,069) (334,363)
Decrease in retained earnings-
unappropriated (69,636,747) (151,796,965) (19,519,495) (131,625,191)
Income statements
Increase in revenue from sales 183,220,651 203,502,088 249,755,830 143,910,039
Increase in cost of sales 106,409,455 141,922,411 139,259,840 101,715,547
Increase (decrease) in selling expense
(specific business tax) (6,191,294) 196,778 (1,609,706) 200,610
Increase in net income attributable to
equity holders of the parent 83,002,490 61,382,900 112,105,696 41,993,882
Increase in basic earnings per share
(Baht) 0.04 0.03 0.05 0.02
Increase in diluted earnings per share
(Baht) 0.04 - 0.05 -
(Unit: Baht)
Consolidated financial statements Separate financial statements
2010 2009 2010 2009
7. Cash and cash equivalents
Cash and cash equivalents as at 31 December 2010 and 2009 consisted of the following:
(Unit: Baht)
Consolidated financial statements Separate financial statements
2010 2009 2010 2009
Cash 212,496,091 536,720,538 191,092,360 416,654,860
Deposits at banks 171,461,825 1,200,238,469 77,615,873 696,287,076
TMB Treasury Money Fund 819,015 - 819,015 -
Total 384,776,931 1,736,959,007 269,527,248 1,112,941,936
Less: Restricted bank deposits (29,362,200) (28,763,766) (23,728,390) (14,551,699)
Cash and cash equivalents 355,414,731 1,708,195,241 245,798,858 1,098,390,237
As at 31 December 2010, bank deposits in saving accounts and TMB Treasury Money Fund carried
interest at 0.25% per annum (2009: saving accounts and fixed deposits carried interests between
0.25 and 1.00% per annum).
The above restricted bank deposits are bank deposits that the Company and its subsidiaries have
placed with banks to secure letters of guarantee issued by the banks on behalf of the Company
and its subsidiaries.
Annual Report 2010Asian Property Development Plc.
103
8. Trade accounts receivable
As at 31 December 2010 and 2009, the outstanding balances of trade accounts receivable were
other parties, which are aged on the basis of due date, as follows: (Unit: Baht)
Consolidated financial statements Separate financial statements
2010 2009 2010 2010
(Restated) (Restated)
Past due period
Not yet due 2,852,119 2,083,681 - -
Overdue
Not over 12 months 5,517,395 1,679,897 - 200,000
Over 12 months 16,957,573 16,720,306 16,478,802 16,510,306
Total trade accounts receivable 25,327,087 20,483,884 16,478,802 16,710,306
Less: Allowance for doubtful accounts (16,478,802) (16,588,802) (16,478,802) (16,478,802)
Trade accounts receivable - net 8,848,285 3,895,082 - 231,504
(Unit : Baht) Consolidated financial statements Allowance for diminution in Cost inventory value Inventories - net 2010 2009 2010 2009 2010 2009 (Restated) (Restated)Land 14,564,279,520 11,053,858,537 (29,151,354) (32,139,932) 14,535,128,166 11,021,718,605Land improvement 491,310,653 297,597,083 - - 491,310,653 297,597,083Work in progress 4,136,260,576 3,261,539,481 (428,358) (428,358) 4,135,832,218 3,261,111,123Infrastructures 1,085,012,776 399,040,397 - - 1,085,012,776 399,040,397Deferred interest expenses 627,750,593 529,191,970 (118,368,574) (123,073,615) 509,382,019 406,118,355Deferred project development costs 590,515,830 348,458,723 - - 590,515,830 348,458,723Total 21,495,129,948 15,889,686,191 (147,948,286) (155,641,905) 21,347,181,662 15,734,044,286
9. Inventories
(Unit : Baht) Separate financial statements
Allowance for diminution in Cost inventory value Inventories - net
2010 2009 2010 2009 2010 2009
(Restated) (Restated)Land 10,491,824,453 8,886,227,019 (10,259,300) (10,259,300) 10,481,565,153 8,875,967,719Land improvement 446,450,597 249,065,454 - - 446,450,597 249,065,454Work in progress 3,025,133,730 2,538,551,943 - - 3,025,133,730 2,538,551,943Infrastructures 1,001,072,261 338,423,020 - - 1,001,072,261 338,423,020Deferred interest expenses 431,101,718 255,644,620 - - 431,101,718 255,644,620Deferred project development costs 392,983,802 221,265,514 - - 392,983,802 221,265,514Total 15,788,566,561 12,489,177,570 (10,259,300) (10,259,300) 15,778,307,261 12,478,918,270
Annual Report 2010Asian Property Development Plc.
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Consolidated Separate financial statements financial statements
2010 2009 2010 2009
Borrowing costs included in cost of
inventories (Thousand Baht) 375,239 211,479 306,596 138,107
Capitalisation rate
(Percent per annum) 4.25 - 6.00 4.00 - 6.25 4.25 - 5.24 4.35 - 5.75
Details of the Company’s, subsidiaries’ and joint ventures’ projects on hand are as follows:
Consolidated Separate financial statements financial statements
2010 2009 2010 2009
Number of projects on hand at
beginning of year 35 33 25 24
Completed projects (12) (8) (10) (6)
New projects 18 10 15 7
Projects on hand at end of year 41 35 30 25
Total contracted sales
(Million Baht) 44,111 38,669 29,127 25,628
Percentage of total sales
of projects on hand 92.02 95.19 89.72 96.24
The Company and its subsidiaries have mortgaged their land, with total net book value as at 31
December 2010 of Baht 14,605.60 million (the Company only: Baht 10,644.17 million), with banks as
collateral for overdrafts and loans from those banks, as described in Note 18 and 19.
During the years, the Company, its subsidiaries and joint ventures included borrowing costs in cost of
inventories. These were determined by applying a capitalisation rate which is the weighted average
of the financial charges on total borrowings as follows:
Annual Report 2010Asian Property Development Plc.
105
10. Related party transactions
During the years, the Company, its subsidiaries and joint ventures had significant business transactions
with related parties. Such transactions, which are summarised below, arose in the ordinary course of
business and were concluded on commercial terms and bases agreed upon between the Company
and those related parties.
(Unit: Thousand Baht) For the years ended 31 December
Consolidated Separate
financial statements financial statements Transfer pricing policy
2010 2009 2010 2009
Transactions with subsidiaries
(eliminated from the consolidated
financial statements)
Sales - - 30,630 12,459 At the contractual price
Service income - - 26,700 - At the contractual price
Guarantee income - - 1,931 3,674 At the rate of 1% of the
average outstanding
guarantee balance
Rental income - - 1,350 1,350 At the contractual price
Interest income - - 85,824 46,411 Interest at rate of
5.85 - 6.00% per annum
(2009: 4.00 - 6.25%
per annum)
Interest expenses - - 51,588 37,714 Interest at rate
of 5.85 - 6.00%
per annum (2009: 4.00 -
6.25% per annum)
Other expenses - - 15,607 9,767 Agreed prices
Purchases of land - - 27,000 20,805 At the contractual price
Transactions with joint ventures
Service income 59,480 40,700 121,387 83,061 At the Contractual price
Transactions with associate and
associate’s subsidiary
Purchases of construction
materials 20,344 19,099 18,819 17,354 Comparable price with
third parties
Transactions with related
companies
Purchases of construction
materials 6,352 9,638 6,102 9,638 Comparable price with
third parties
Rental expenses 4,982 4,982 4,982 4,982 At the contractual price
Annual Report 2010Asian Property Development Plc.
106
(Unit: Baht) Consolidated Separate financial statements financial statements
2010 2009 2010 2009
Interest receivable - related parties
Subsidiaries
The Value Property Development Co., Ltd. - - 45,227,398 -
Asian Property (Sukhumvit) Co., Ltd. - - 34,318,632 3,857,862
AP (Ratchada) Co., Ltd. - - 2,831,014 -
Smart Service & Management Co., Ltd. - - 765,176 1,400,491
AP (Sathon) Co., Ltd. - - 332,811 -
Thonglor Residence Co., Ltd. - - 201,205 -
Asian Property (Sathorn) Co., Ltd. - - - 27,954,399
Signature Advisory Partners Ltd - - - 1,014,606
Trillion Development Co., Ltd. - - - 532,078
Asian Property (Krungthep) Co., Ltd. - - - 112,833
Total interest receivable - related parties - - 83,676,236 34,872,269
Short-term loans to related parties
Subsidiaries
The Value Property Development Co., Ltd. - - 1,511,877,000 -
Asian Property (Sukhumvit) Co., Ltd. - - 588,064,270 382,564,270
Smart Service & Management Co., Ltd. - - 31,000,000 28,000,000
AP (Sathon) Co., Ltd. - - 17,800,000 -
Thonglor Residence Co., Ltd. - - 17,000,000 -
Asian Property (Sathorn) Co., Ltd. - - - 402,500,000
Asian Property (Krungthep) Co., Ltd. - - - 64,000,000
Signature Advisory Partners Ltd. - - - 19,987,000
Trillion Development Co., Ltd. - - - 16,800,000
Total short-term loans to related parties - - 2,165,741,270 913,851,270
Trade accounts payable - related parties
Related companies
PCM Construction Material Co., Ltd. 2,387,445 2,406,060 2,180,512 2,109,231
Quality Construction Products Plc. - 4,071,108 - 4,071,108
Total trade accounts payable - related parties 2,387,445 6,477,168 2,180,512 6,180,339
As at 31 December 2010 and 2009, the balances of the accounts between the Company and
those related parties are as follows:
Annual Report 2010Asian Property Development Plc.
107
(Unit: Baht) Consolidated Separate financial statements financial statements
2010 2009 2010 2009
Interest payable - related parties
Subsidiaries
Asian Property Co., Ltd.
(company set up after amalgamation) - - 93,096,527 -
Asian Property (Krungthep) Co., Ltd. - - 2,864,975 -
AP (Ratchada) Co., Ltd - - 142,520 -
Asian Property Co., Ltd. - - - 34,147,250
Asian Property (Ratchavipa) Co., Ltd. - - - 7,112,351
Asian Property (Ladphrao) Co., Ltd. - - - 4,814,742
Thonglor Residence Co., Ltd. - - - 455,489
The Value Property Development Co., Ltd. - - - 118,263
Total interest payable - related parties - - 96,104,022 46,648,095
Short-term loans from related parties
Subsidiaries
Asian Property Co., Ltd.
(company set up after amalgamation) - - 827,400,000 -
AP (Ratchada) Co., Ltd. - - 360,000,000 -
Asian Property (Krungthep) Co., Ltd. - - 54,400,000 -
Asian Property (Ratchavipa) Co., Ltd. - - - 301,000,000
Asian Property Co., Ltd. - - - 253,300,000
Asian Property (Ladphrao) Co., Ltd. - - - 145,800,000
The Value Property Development Co., Ltd. - - - 12,000,000
Thonglor Residence Co., Ltd. - - - 9,300,000
Total short-term loans from related parties - - 1,241,800,000 721,400,000
Retention payable - related party
Related party
Pre-Built Plc. (2009: it was associate) 921,054 921,054 921,054 921,054
Total retention payable - related party 921,054 921,054 921,054 921,054
Annual Report 2010Asian Property Development Plc.
108
During the year 2010, the movements of loans to and loans from related parties were as follows:
The above loans to and loans from related parties are in the form of promissory notes, which are
uncollaterised and due at call.
Directors’ and management’s remuneration
In 2010 and 2009, the Company had salaries, bonus, meeting allowances and gratuities of its directors
and management recognised as expenses totaling Baht 79.6 million and Baht 68.9 million, respectively.
Guarantee obligations with related parties
The Company had outstanding guarantee obligations with its related parties, as described in Note
31.3 a) to the financial statements.
(Unit: Baht) Separate financial statements Balance as at During the year Balance as at Company name 31 December 2009 Increase Decrease 31 December 2010SubsidiariesThe Value Property Development Co., Ltd. - 2,394,377,000 (882,500,000) 1,511,877,000Asian Property (Sukhumvit) Co., Ltd. 382,564,270 344,000,000 (138,500,000) 588,064,270Smart Service & Management Co., Ltd. 28,000,000 14,500,000 (11,500,000) 31,000,000AP (Sathon) Co., Ltd. - 55,800,000 (38,000,000) 17,800,000Thonglor Resicence Co., LTd. - 17,000,000 - 17,000,000Asian Property (Sathorn) Co., Ltd. 402,500,000 - (402,500,000) -Asian Property (Krungthep) Co., Ltd. 64,000,000 - (64,000,000) -Signature Advisory Partners Ltd. 19,987,000 28,300,000 (48,287,000) -Trillion Development Co., Ltd. 16,800,000 - (16,800,000) -AP (Ratchada) Co., Ltd. - 956,000,000 (956,000,000) -SQE Construction Co., Ltd. - 10,000,000 (10,000,000) -Total short-term loans to related parties 913,851,270 3,819,977,000 (2,568,087,000) 2,165,741,270
Short-term loans to related parties
(Unit: Baht) Separate financial statements During the year Balance as at Transfer to Balance as at 31 December (from) as a result 31 December Company name 2009 Increase Decrease of amalgamation 2010SubsidiariesAsian Property Co., Ltd. (company set up after amalgamation) - 445,800,000 (288,000,000) 669,600,000 827,400,000AP (Ratchada) Co., Ltd. - 428,000,000 (68,000,000) - 360,000,000Asian Property (Krungthep) Co., Ltd. - 190,900,000 (136,500,000) - 54,400,000Asian Property (Ratchavipa) Co., Ltd. 301,000,000 - - (301,000,000) -Asian Property Co., Ltd. 253,300,000 - (29,500,000) (223,800,000) -Asian Property (Ladphrao) Co., Ltd. 145,800,000 - (1,000,000) (144,800,000) -The Value Property Development Co., Ltd. 12,000,000 - (12,000,000) - -Thonglor Residence Co., Ltd. 9,300,000 - (9,300,000) - -SQE Construction Co., Ltd. - 65,000,000 (65,000,000) - -Trillion Development Co., Ltd. - 60,000,000 (60,000,000) - -Total short-term loans from related parties 721,400,000 1,189,700,000 (669,300,000) - 1,241,800,000
Short-term loans from related parties
Annual Report 2010Asian Property Development Plc.
109
11. Investments in subsidiaries (Unit: Baht) Separate financial statements Allowance for Dividend received for the Percentage Investment value impairment in Investments in years ended Company name Nature of business Paid-up share capital of shareholding under cost method investments subsidiaries - net 31 December
2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
Percent Percent
AP (Ratchada) Co., Ltd. Real estate development 430,000,000 - 100 - 839,045,620 - - - 839,045,620 - - -
AP (Sathon) Co., Ltd. Real estate development 589,238,000 - 100 - 643,511,300 - - - 643,511,300 - - -
The Value Property
Development Co., Ltd.
and its subsidiary Real estate development 500,000,000 20,000,000 100 100 499,999,940 19,999,940 - - 499,999,940 19,999,940 - 28,799,914
Asian Property Co., Ltd.
(company set up after
amalgamation) Real estate development 895,833,900 - 100 - 407,102,839 - - - 407,102,839 - 197,080,000 -
Asian Property (Krungthep) Co., Ltd. Real estate development 300,000,000 300,000,000 100 100 294,016,000 294,016,000 - - 294,016,000 294,016,000 101,999,796 599,998,800
Thonglor Residence Co., Ltd. and
its subsidiary Real estate development 10,000,000 10,000,000 100 100 9,999,940 9,999,940 - - 9,999,940 9,999,940 - 4,449,973
Asian Property (Sukhumvit) Co., Ltd. Real estate development 10,000,000 10,000,000 100 100 9,999,920 9,999,920 - - 9,999,920 9,999,920 - -
Smart Service & Management Co., Ltd. Service 5,000,000 5,000,000 100 100 4,899,960 4,899,940 (4,899,940) (4,899,940) 20 - - -
Bangkok CitiSmart Co., Ltd. Service 4,000,000 4,000,000 100 75 4,141,920 3,000,400 - - 4,141,920 3,000,400 9,001,200 1,328,073
Asian Property Co., Ltd.
and its subsidiary Real estate development - 660,000,000 - 100 - 191,399,983 - - - 191,399,983 24,960,000 -
Asian Property (Ratchavipa) Co., Ltd. Real estate development - 85,733,851 - 100 - 92,327,035 - - - 92,327,035 12,211,427 -
Asian Property (Ladphrao) Co.,Ltd. Real estate development - 100,000,000 - 100 - 73,082,527 - - - 73,082,527 9,999,994 27,999,983
Trillion Development Co., Ltd. Real estate development - 40,000,000 - 100 - 40,143,940 - - - 40,143,940 59,999,910 -
Asian Property (Sathorn) Co.,Ltd. Real estate development - 10,000,000 - 100 - 9,999,400 - - - 9,999,400 49,997,000 -
Total investments in subsidiaries 2,712,717,439 748,869,025 (4,899,940) (4,899,940) 2,707,817,499 743,969,085 465,249,327 662,576,743
11.1 Investments in ordinary shares of subsidiaries
(Unit: Baht)
paid-up Investment value under
Nature of share Percentage of Cost of investment equity method
Company name Business capital shareholding 2010 2009 2010 2009
Percent
Investment of The Value
Property Development Co., Ltd.
SQE Construction Co., Ltd. Construction 50,000,000 100 49,999,970 - 46,310,432 -
Investment of Thonglor
Residence Co., Ltd.
Signature Advisory Real estate
Partners Ltd. development 1,000,000 100 1,100,000 1,100,000 3,857,758 5,188,989
Investment of Asian
Property Co., Ltd.
Asian Property Holding
Co., Ltd. Asset management 100,000 - - 99,940 - 119,842
Annual Report 2010Asian Property Development Plc.
110
11.2 Changes in investments in subsidiaries
a) On 17 March 2010, the meeting of the Board of Directors of Asian Property (Ladphrao) Company
Limited approved to sell 348 ordinary shares of AsianProperty (Ratchavipa) Company Limited
to the Company at the price of Baht 43.07 each, or a total of Baht 14,988.
b) On 17 March 2010, the meeting of the Board of Directors of Asian Property (Krungthep)
Company Limited approved to sell 348 ordinary shares of Asian Property (Ratchavipa) Company
Limited to the Company at the price of Baht 43.07 each, or a total of Baht 14,988.
c) On 17 March 2010, the meeting of the Board of Directors of Asian Property Company Limited
approved to sell 9,994 ordinary shares of Asian Property Holding Company Limited to the
Company at the price of Baht 12 each, or a total of Baht 119,928.
d) On 29 June 2010, the meeting of the Company’s Board of Directors approved to purchase
99,958 ordinary shares of Bangkok CitiSmart Company Limited from the existing shareholder
at the price of Baht 11.42 each, or a total of Baht 1.1 million. As the result, the Company’s
shareholding in that company increased from 75% to 100%.
11.3 Changes in share capital
a) On 13 April 2010, the Extraordinary General Meeting of the shareholders of Asian Property
(Sathorn) Company Limited approved to amend the Memorandum of Association to adjust
par value of share from Baht 100 per share to Baht 10 per share, or the registered share
capital of Baht 10 million (1 million ordinary shares of Baht 10 each). The subsidiary amended
the Memorandum of Association to adjust the par value of share with the Ministry of
Commerce on 19 April 2010.
b) On 13 April 2010, the Extraordinary General Meeting of the shareholders of Asian Property
(Ratchavipa) Company Limited passed the following resolutions.
1) Approved to increase the subsidiary’s registered share capital by Baht 49 (7 ordinary
shares of Baht 7 each) from Baht 85,733,851 (12,247,693 ordinary shares of Baht 7 each) to
Baht 85,733,900 (12,247,700 ordinary shares of Baht 7 each) and amend the Memorandum
of Association.
2) Approved to amend the Memorandum of Association to adjust par value of share from
Baht 7 per share to Baht 10 per share, or the registered share capital of Baht 85,733,900
(8,573,390 ordinary shares of Baht 10 each).
The subsidiary registered the share capital increase and the amendment of the Memorandum
of Association with the Ministry of Commerce on 19 April 2010.
c) On 19 October 2010, the Extraordinary General Meeting of the shareholders of AP (Ratchada)
Company Limited approved to decrease the subsidiary’s registered share capital by Baht
305 million (30.5 million ordinary shares of Baht 10 each) from Baht 735 million (73.5 million
ordinary shares of Baht 10 each) to Baht 430 million (43 million ordinary shares of Baht 10
each) and amend the Memorandum of Association. The subsidiary registered the share capital
decrease with the Ministry of Commerce on 19 November 2010.
Annual Report 2010Asian Property Development Plc.
111
d) On 25 November 2010, the Extraordinary General Meeting of the shareholders of The Value
Property Development Company Limited approved to increase the subsidiary’s
registered share capital by Baht 480 million (48 million ordinary shares of Baht 10 each) from
Baht 20 million (2 million ordinary shares of Baht 10 each) to Baht 500 million (50 million
ordinary shares of Baht 10 each). The subsidiary registered the share capital increase with
the Ministry of Commerce on 26 November 2010.
11.4 Amalgamation
On 23 April 2010, the Annual General Meeting of the shareholders of the Company’s subsidiaries
approved the amalgamation of the following subsidiaries.
1. Asian Property (Ratchavipa) Company Limited
2. Asian Property (Sathorn) Company Limited
3. Asian Property (Ladphrao) Company Limited
4. Asian Property Company Limited
5. Asian Property Holding Company Limited
6. Trillion Development Company Limited
On 30 June 2010, the above subsidiaries registered their amalgamation with the Ministry of
Commerce under the new company name of “Asian Property Company Limited”. These subsidiaries
were therefore dissolved on that date and the merged company has assumed all assets, liabilities,
rights, duties, and obligations of both companies by law. The transferred assets and liabilities are
based on the net book value of 30 June 2010.
The above amalgamation involved the allocation of shares of the new company to the shareholders
of the amalgamated companies, with the number of shares allocated equal to the total number of
shares in issue of the six companies, which equal to 63,583,390 ordinary shares with a par value of
Baht 10 each and 26,000,000 preference shares with a par value of Baht 10 each. The allocation
ratio is 1 share in the new company for each share of the old subsidiary companies
11.5 Establishment of new company
On 29 June 2010, the meeting of the Company’s Board of Directors passed a resolution to establish
SQE Construction Company Limited. It has registered capital of Baht 50 million, comprising 5 million
ordinary shares of Baht 10 each and the Company holds 99.99% interest. This company registered
its establishment with the Ministry of Commerce on 9 July 2010.
On 20 October 2010, the meeting of the Company’s Board of Directors passed a resolution to sell
4,999,997 ordinary shares of SQE Construction Company Limited to The Value Property Development
Company Limited at the price of Baht 10 each, or a total of Baht 49,999,970. The Company
transferred the aforesaid shares to The Value Property Development Company Limited on 1
November 2010.
Annual Report 2010Asian Property Development Plc.
112
12. Investments in joint ventures
12.1 Details of investments in joint ventures
Investments in joint ventures represent investments in entities which are jointly controlled by the
Company and other companies. Details of these investments were as follows:
Separate financial statements Joint ventures Nature of Percentage of Investment value under business shareholding cost method 2010 2009 2010 2009 Percent Percent Baht Baht AP (Ratchada) Co., Ltd. (formerly known as “AP Pacific Star (Ratchada) Real estate Co., Ltd.”) development - 51 - 290,669,330AP (Sathon) Co., Ltd. (formerly known as “AP Pacific Star (Sathon) Real estate Co., Ltd.”) development - 51 - 264,784,280Total investments in joint ventures - 555,453,610
12.2 Summarised financial information of joint ventures
The proportionate shares of the assets, liabilities, revenues and expenses of the joint ventures are as
follows:(Unit: Million Baht)
AP (Ratchada) Co., Ltd. AP (Sathon) Co., Ltd. As at 31 December As at 31 December 2010 2009 2010 2009 (Restated)Current assets - 686 - 510Non-current assets - - - 1Total assets - 686 - 511
Current liabilities - (172) - (68)Non-current liabilities - (325) - (242)Total liabilities - (497) - (310)Net assets - 189 - 201
(Unit: Million Baht)
AP (Ratchada) Co., Ltd. AP (Sathon) Co., Ltd. For the years ended For the years ended 31 December 31 December 2010 2009 2010 2009 (Restated)Revenues 2 2 1 -Selling expenses (15) (28) (45) (20)Administrative expenses (12) (16) (11) (18)Finance cost - - (1) (4)Net loss (25) (42) (56) (42)
Annual Report 2010Asian Property Development Plc.
113
12.3 On 16 January 2009, the meeting of the Board of Directors of AP (Ratchada) Company Limited
passed a resolution to call for additional share subscription payment at 25.13% of the increased Baht
350 million registered capital, as approved by the Extraordinary General Meeting of the shareholders
on 19 September 2008, or a total of approximately Baht 87.9 million. The Company paid for its
proportionate investment of approximately Baht 44.8 million.
On 12 January 2010, the meeting of the Board of Directors of AP (Ratchada) Company Limited passed
a resolution to call for additional share subscription payment at 28.58% of the above increased
registered capital, or a total of Baht 100.0 million. The Company paid for its proportionate investment of
approximately Baht 51.0 million.
12.4 On 16 January 2009, the meeting of the Board of Directors of AP (Sathon) Company Limited passed
a resolution to call for additional share subscription payment at 18.63% of the increased Baht 570
million registered capital, as approved by the Extraordinary General Meeting of the shareholders on
14 March 2008, or a total of approximately Baht 106.2 million. The Company paid for its proportionate
investment of approximately Baht 54.2 million.
On 12 January 2010, the meeting of the Board of Directors of AP (Sathon) Company Limited passed
a resolution to call for additional share subscription payment at 12.29% of the above increased
registered capital or a total of Baht 70.1 million. The Company paid for its proportionate investment
of approximately Baht 35.7 million.
12.5 On 13 September 2010, the meeting of the Company’s Board of Directors passed a resolution to
purchase 36.015 million ordinary shares of AP (Ratchada) Company Limited from AREPDF Evergreen
RAT Limited at the price of Baht 13.5777 each, or a total of Baht 489.0 million
On 1 October 2010, the Company purchased the aforesaid shares. As a result, the Company’s
shareholding in that company increased from 51.00% to 99.99% and that company becomes the
subsidiary of the Company. As approved by the Extraordinary General Meeting of the shareholders
of this subsidiary on 1 October 2010, the subsidiary registered to change its name from AP Pacific
Star (Ratchada) Company Limited to AP (Ratchada) Company Limited with the Ministry of
Commerce on 1 October 2010.
12.6 On 13 September 2010, the meeting of the Company’s Board of Directors passed a resolution to
purchase 31.85 million ordinary shares of AP (Sathon) Company Limited from AREPDF Evergreen
SAT Limited at the price of Baht 10.7692 each, or a total of Baht 343.0 million
On 1 October 2010, the Company purchased the aforesaid shares. As a result, the Company’s
shareholding in that company increased from 51.00% to 99.99% and that company becomes the
subsidiary of the Company. As approved by the Extraordinary General Meeting of the shareholders of
this subsidiary on 1 October 2010, the subsidiary registered to change its name from AP Pacific Star
(Sathon) Company Limited to AP (Sathon) Company Limited with the Ministry of Commerce on 1
October 2010.
12.7 Purchase of investment in subsidiary
As described in Note 12.5 and 12.6, the Company acquired all investments in AP
(Ratchada) Co., Ltd. and AP (Sathorn) Co., Ltd. from the existing shareholders of
both companies, and those companies become the subsidiaries of the Company. The carrying
amounts of their assets and liabilities at the acquisition date were as follows:
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(Unit: Baht) Consolidated Separate financial statements financial statements
Percentage of Investment value Investment value Company Nature of business shareholding under equity method under cost method
2010 2009 2010 2009 2010 2009 Percent Percent
Pre-Built Plc.
and its subsidiaries Construction - 24 - 131,487,060 - 59,727,214
Total investment in associate - 131,487,060 - 59,727,214
13. Investment in associate13.1 Details of associate:
(Unit: Baht)
Cash and cash equivalents 46,149,080
Inventories 1,388,380,139
Deposits for construction materials 46,899,703
Other current assets 15,567,011
Equipment - net 521,718
Other non-current assets 164,607
Trade accounts payable (22,552,180)
Unearned revenue (354,734,072)
Other current liabilities (3,964,289)
Long-term loans (723,544,909)
Other non-current liabilities (13,093,768)
Net assets 379,793,040
Add: Premium on project value 452,206,960
Cash payment for purchase of investments 832,000,000
Less: Cash and cash equivalents of subsidiaries (46,149,080)
Net cash paid for acquisition of subsidiaries 785,850,920
(Unit: Baht) Consolidated Separate financial statements financial statements Share of income from Dividend received Investment in associate for for the years ended Company the years ended 31 December 31 December
2010 2009 2010 2009
Pre-Built Plc. and its subsidiaries 9,036,815 3,454,484 2,401,945 2,401,945
Total 9,036,815 3,454,484 2,401,945 2,401,945
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13.2 During the current year, the Company sold 7.7 million ordinary shares of the associated company to
outsider, representing 3.83% of the paid-up capital, at the average price of Baht 3.1042 each, or a
total of Baht 24,007,598 million. The Company recognised gain from sales of investments of approxi-
mately Baht 1.8 million in the consolidated income statement for the year ended 31 December 2010
(the Company only: Baht 14.4 million). As a result, the shareholding investment of the Company in
the associated company was reduced to be 19.96%.
On 12 October 2010, the Company reclassified the above investment from investment in associate to
other long-term investment since the Company has not had any significant influence over the associate
company. Fair value of investment at the reclassification date was approximately Baht 124.9 million,
whilst the book value in the consolidated and separate financial statements was approximately Baht
116.0 million and Baht 50.1 million, respectively. The differences were recorded in”Revaluation
surplus from changes in value of investments” in the shareholders’ equity.
(Unit: Baht)
Percentage of Consolidated separate shareholding financial statements financial statements 2010 2009 2010 2009 2010 2009 Percent Percent CostInvestments in related companies Pre-Built Plc. 19.96 - 116,003,647 - 50,111,583 -Quality Construction Products Plc. - 14.97 - 135,243,355 - 135,243,355Investment in other companyAsia Recovery Property Fund 1 - - 24,996 36,111 - -Total 116,028,643 135,279,466 50,111,583 135,243,355Add: Revaluation surplus from changes in value of investments 10,554,046 33,611,759 76,446,111 33,611,759Fair value 126,582,689 168,891,225 126,557,694 168,855,114
14. Other long-term investments
On 6 February 2010, the major shareholders of Quality Construction Products Plc., which included Asian Property Development Plc., Quality Houses Plc. and Land and Houses Plc., entered into a memorandum of understanding (“MOU”) with respect to the sale of a total of 204 million shares, representing 51 percent of all issued shares of Quality Construction Products Plc., to SCG Building Materials Co., Ltd., (which is 100% owned by Siam Cement Plc.). The Company sold its 14.97% shareholding or 59,877,700 shares it held in this company, at the price of Baht 4.0 each, or a total of Baht 239,510,800.
On 23 February 2010, Asian Property Development Plc., Quality Houses Plc. and Land and Houses Plc. entered into the share purchase agreement. The Company had transferred the aforesaid shares to SCG Building Materials Co., Ltd. on 24 February 2010, and incurred gain from sales of investment of approximately Baht 104.3 million, which was included in the income statements for the year ended 31 December 2010.
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(Unit: Baht) Consolidated financial statements 2010 2009Land 128,619,698 118,585,777Land improvement 1,599,262 -Infrastructure 3,476,794 -Deferred interest expenses 96,334,601 91,991,791Deferred expenses 529,630 529,630Total 230,559,985 211,107,198Less: Allowance for impairment loss (128,153,785) (120,822,398)Land and cost of project held fo development - net 102,406,200 90,284,800
15. Land and cost of project held for development
16. Property, plant and equipment(Unit: Baht)
Consolidated financial statements Club houses, swimming Sample Furniture, Assets Land and Buildings and pool and Condominium houses and fixtures and Other fixed under improvement constructions play ground unit for rent sales office equipment Vehicles assets installation TotalCost:31 December 2009 55,800,563 4,084,433 42,473,791 - 5,141,367 97,185,846 1,504,915 26,183,354 9,067,975 241,442,244Additions - - - - - 19,385,584 - 11,815,461 17,472,749 48,673,794Acquisition of subsidiaries during the year - - - - - 684,694 - 58,199 - 742,893Write-off - - - - (4,553,588) (5,779,990) (23,000) (1,311,778) - (11,668,356)Transfer from inventories - - - 24,478,667 - - - - - 24,478,667Transfer in (out) - - - - - 17,890,224 - - (17,890,224) -31 December 2010 55,800,563 4,084,433 42,473,791 24,478,667 587,779 129,366,358 1,481,915 36,745,236 8,650,500 303,669,242Accumulated depreciation: 31 December 2010 8,557,709 2,663,921 33,064,887 - 5,141,362 29,721,438 1,480,822 14,713,697 - 95,343,836Depreciation for the year - 204,221 501,327 412,449 - 21,060,944 24,086 5,118,682 - 27,321,709Acquisition of subsidiaries during the year - - - - - 206,012 - 15,163 - 221,175Write-off - - - - (4,553,584) (4,541,667) (22,999) (1,299,876) - (10,418,126)31 December 2010 8,557,709 2,868,142 33,566,214 412,449 587,778 46,446,727 1,481,909 18,547,666 - 112,468,594Allowance for impairment loss: 31 December 2009 29,843,654 1,218,062 5,693,575 - - - - - - 36,755,291Reversal of allowance for impairment loss (695,752) (865,433) - - - - - - - (1,561,185)31 December 2010 29,147,902 352,629 5,693,575 - - - - - - 35,194,106Net book value: 31 December 2009 17,399,200 202,450 3,715,329 - 5 67,464,408 24,093 11,469,657 9,067,975 109,343,11731 December 2010 18,094,952 863,662 3,214,002 24,066,218 1 82,919,631 6 18,197,570 8,650,500 156,006,542Depreciation for the year: 2009 (included in the administrative expenses) 21,957,9252010 (included in the administrative expenses) 27,321,709
The subsidiaries have mortgaged land, with total net book value as at 31 December 2010 of Baht
10.6 million (2009: Baht 90.3 million), with banks as collateral for their overdrafts long-term loans, as
described in Note 18 and 19.
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(Unit: Baht) Separate financial statements Furniture, Land and Buildings and Condominium fixtures and Other fixed Assets under improvement constructions unit for rent equipment Motor vehicles assets installation TotalCost:31 December 2009 55,800,563 4,084,433 - 81,630,615 627,000 20,146,068 9,067,975 171,356,654Additions - - - 14,995,322 - 8,004,440 7,620,187 30,619,949Write-off - - - (2,435,397) - (859,764) - (3,295,161)Transfer from inventories - - 24,478,667 - - - - 24,478,667Transfer in (out) - - - 13,317,662 - - (13,317,662) -31 December 2010 55,800,563 4,084,433 24,478,667 107,508,202 627,000 27,290,744 3,370,500 223,160,109Accumulated depreciation: 31 December 2009 8,557,709 2,663,921 - 22,644,697 626,999 11,124,006 - 45,617,332Depreciation for the year - 204,221 412,449 18,321,242 - 3,907,721 - 22,845,633Write-off - - - (1,700,872) - (853,739) - (2,554,611)31 December 2010 8,557,709 2,868,142 412,449 39,265,067 626,999 14,177,988 - 65,908,354Allowance for impairment loss: 31 December 2009 29,843,654 1,218,062 - - - - - 31,061,716Reversal of allowance for impairment loss (695,752) (865,433) - - - - - (1,561,185)31 December 2010 29,147,902 352,629 - - - - - 29,500,531Net book value: 31 December 2009 17,399,200 202,450 - 58,985,918 1 9,022,062 9,067,975 94,677,60631 December 2010 18,094,952 863,662 24,066,218 68,243,135 1 13,112,756 3,370,500 127,751,224Depreciation for the year: 2009 (included in the administrative expenses) 17,843,0112010 (included in the administrative expenses) 22,845,633
As at 31 December 2010 and 2009, there were unused land, buildings and club houses held for sales with the
net book value of Baht 57.4 million and Baht 58.1 million, respectively (the Company only: Baht 48.5 million
and Baht 48.7 million, respectively). However, the Company and its subsidiaries had recorded allowance for
impairment loss of Baht 35.2 million (the Company only: Baht 29.5 million) based on the recoverable amount
of these assets.
As at 31 December 2010 and 2009, certain plant and equipment items of the Company and its subsidiaries
have been fully depreciated but are still in use. The gross carrying amount (before deducting accumulated
depreciation and allowance for impairment loss) of those assets amounted to approximately Baht 33.5 million
and Baht 2.3 million, respectively (the Company only: Baht 7.1 million and Baht 0.8 million, respectively).
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17. Intangible assets
Premium on project value was incurred from the acquisition of two subsidiaries as discussed
in Note 12.7. The amount represented the excess of cost of investments over the net assets of
the subsidiaries at the acquisition date. The Company expects to gain benefit from projects of
these two subsidiaries in the future and has identified such excess as premium on project value
which is amortised in accordance with the transferred value of the condominium units of the
subsidiaries’ projects.
(Unit: Baht)
Consolidated financial statements Separate financial statements
Computer Premium on Computer
software project value Total software Total
Cost:
1 January 2009 18,107,221 - 18,107,221 16,927,721 16,927,721
Transfer from equipment 2,568,000 - 2,568,000 2,568,000 2,568,000
Acquisition 836,500 - 836,500 802,500 802,500
31 December 2009 21,511,721 - 21,511,721 20,298,221 20,298,221
Acquisition 45,953,546 - 45,953,546 45,953,546 45,953,546
Acquisition of subsidiaries - 452,206,960 452,206,960 - -
Write off (15,196,969) - (15,196,969) (15,196,969) (15,196,969)
31 December 2010 52,268,298 452,206,960 504,475,258 51,054,798 51,054,798
Accumulated amortisation:
1 January 2009 3,007,600 - 3,007,600 2,973,910 2,973,910
Amortisation for the year 2009 4,027,297 - 4,027,297 3,786,311 3,786,311
31 December 2009 7,034,897 - 7,034,897 6,760,221 6,760,221
Amortisation for the year 2010 6,124,977 144,700,000 150,824,977 5,882,277 5,882,277
Write off (6,748,404) - (6,748,404) (6,748,404) (6,748,404)
31 December 2010 6,411,470 144,700,000 151,111,470 5,894,094 5,894,094
Net book value:
31 December 2009 14,476,824 - 14,476,824 13,538,000 13,538,000
31 December 2010 45,856,828 307,506,960 353,363,788 45,160,704 45,160,704
Amortisation for the year:
2009 (included in the administrative expenses) 4,027,297 3,786,311
2010 (included in the administrative expenses) 150,824,977 5,882,277
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18. Short-term loans from financial institutions
Short-term loans from financial institutions as at 31 December 2010 and 2009 comprised the following:
(Unit: Baht) Consolidated Separate financial statements financial statements Interest rate 2010 2009 2010 2009 (percent per annum) Promissory notes 3.75 - 3.85 570,000,000 15,300,000 570,000,000 - Bill of exchanges 2.37 - 2.50 1,070,000,000 - 1,070,000,000 - Total 1,640,000,000 15,300,000 1,640,000,000 - Less: Prepaid interest expenses (6,352,279) - (6,352,279) - Short-term loans from financial institutions 1,633,647,721 15,300,000 1,633,647,721 -
Bank overdrafts and short-term loans from financial institutions of the Company and its subsidiaries
are secured by the mortgage of land of certain projects of the Company and its subsidiaries and are
guaranteed by the Company.
19. Long-term loans
Long-term loans as at 31 December 2010 and 2009 can be summarised as follows:(Unit: Baht)
Significant terms and conditions of loan agreement Outstanding long-term loan amount
Credit Current Non-current No. Lender facilities Repayment term Collateral Interest rate portion portion Total (Thousand Baht) (Percent per annum) 2010 The Company 1. Bank 13,141,295 At 60 - 70 percent of The mortgage of MLR-2.00 192,000,000 334,692,480 526,692,480 selling price upon land and to MLR-1.25 release of the mortgage construction and due within thereon 2011- 2013 Total loan of the Company 192,000,000 334,692,480 526,692,480 Subsidiaries Asian Property (Sukhumvit) Co., Ltd. 1. Bank 806,000 At 70 percent of The mortgage MLR-1.50 34,000,000 - 34,000,000 selling price upon of land and to MLR-0.75 release of the mortgage construction and due within thereon 2011-2013 AP (Sathon) Co., Ltd. 2. Bank 1,430,000 At 70 percent of The mortgage MLR-1.50 - 472,500,000 472,500,000 selling price upon of land and to MLR-0.75 release of the construction mortgage and due thereon within 2012 Total loans of the subsidiaries 34,000,000 472,500,000 506,500,000 Total loans of the Company and its subsidiaries 226,000,000 807,192,480 1,033,192,480
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(Unit: Baht)
Significant terms and conditions of loan agreement Outstanding long-term loan amount
Credit Current Non-current
No. Lender facilities Repayment term Collateral Interest rate portion portion Total
(Thousand (Percent per Baht) annum) 2009
The Company
1. Bank 7,662,650 At 65 - 70 percent The mortgage MLR-1.50 20,000 634,011,000 634,031,000
of selling price of land and to MLR-0.75
upon release construction
of the mortgage thereon
and due within
2010- 2013
Total loan of the Company 20,000 634,011,000 634,031,000
Subsidiary
Asian Property (Sukhumvit) Co., Ltd.
1. Bank 806,000 At 70 percent The mortgage MLR-1.50 - 234,000,000 234,000,000
of selling price of land and to MLR-0.75
upon release of construction
the mortgage and thereon
due within 2011
Total loan of the subsidiary - 234,000,000 234,000,000
Joint ventures
AP (Ratchada) Co., Ltd.
1. Bank 1,354,000 At 70 percent The mortgage of MLR-1.50 - 317,701,658 317,701,658
of selling price land and to MLR-0.75
upon release of construction
the mortgage and thereon
due within 2012
AP (Sathon) Co., Ltd.
1. Bank 1,430,000 At 70 percent The mortgage of MLR-1.50 - 240,974,992 240,974,992
of selling price land and to MLR-0.75
upon release of construction
the mortgage and thereon
due within 2012
Total loans of the joint ventures - 558,676,650 558,676,650
Total loans of the Company, its subsidiaries and the joint ventures 20,000 1,426,687,650 1,426,707,650
These loan agreements contain covenants and restrictions imposed by the lenders on the Company
and its subsidiaries, related to such matters as the maintenance of debt-service-coverage ratio
according to the agreements.
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121
20. Debentures
Debentures, which are unsubordinated, unsecured debentures with registered name, as at 31
December 2010 and 2009 were summarised below.
Consolidated and separate financial statements Name of Unit Amountdebenture Fixed interest Period Maturity date 2010 2009 2010 2009 Units Units Units UnitsAP107A 4.90% p.a. 3 years 19 July 2010 - 1,500,000 - 1,500,000,000
AP117A 5.30% p.a. 4 years 19 July 2011 1,000,000 1,000,000 1,000,000,000 1,000,000,000
AP118A 5.00% p.a. for the first year
6.00% p.a. for the second year
7.00% p.a. for the third year 3 years 8 August 2011 1,000,000 1,000,000 1,000,000,000 1,000,000,000
AP122A 5.50% p.a. for year 1 - 1.5
6.00% p.a. for year 1.5 - 3 3 years 5 February 2012 1,000,000 1,000,000 1,000,000,000 1,000,000,000
AP127A 5.00% p.a. 3 Years 24 July 2012 1,000,000 1,000,000 1,000,000,000 1,000,000,000
AP132A 4.90% p.a. 3 years and
5 months 15 February 2013 1,000,000 1,000,000 1,000,000,000 1,000,000,000
AP138A 3.80% p.a. 3 years and
6 months 4 August 2013 500,000 - 500,000,000 -
AP139A 3.80% p.a. 3 years,
7 months 30 September 2013
and 26 days 1,000,000 - 1,000,000,000 -
AP141A 3.50% p.a. 3 years and
6 months 19 January 2014 1,000,000 - 1,000,000,000 -
AP157A 4.00% p.a. 4 years,
11 months
and 4 days 9 July 2015 500,000 - 500,000,000 -
Total 8,000,000,000 6,500,000,000
Less: Current portion (2,000,000,000) (1,500,000,000)
Debentures - net of current portion 6,000,000,000 5,000,000,000
Movements in the debenture account during the year ended 31 December 2010 are summarised
below.
(Unit: Baht)
Consolidated and separate
financial statements
Balance as at 31 December 2009 6,500,000,000
Add: Debentures issued during the year 3,000,000,000
Less: Repayment during the year (1,500,000,000)
Balance as at 31 December 2010 8,000,000,000
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20.1 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 1 April 2004 and on 21 April 2006, which approved the issuing and offering of debentures not over Baht 3,000 million, the Company had in July 2007 issued and offered 2.5 million units of unsubordinated, unsecured debentures with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 2,500 million. Such debentures were offered to the public and institutional investors, separating into 2 parts of the offering. The first 1.5 million units were issued and offered at the offering price of Baht 1,000 each, amounting to Baht 1,500 million, with the 3-year term of the fixed interest rate of 4.90% per annum. The interest payment is made quarterly and the debentures will be redeemed on 19 July 2010. The another 1.0 million units were issued and offered at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, with the 4-year term at the fixed interest rate of 5.30% per annum. The interest payment is made quarterly and the debentures are due for redemption on 19 July 2011.
20.2 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 28 April 2008, which approved the issuing and offering of debentures not over Baht 2,000 million, the Company had in August 2008 issued and offered 1 million units of unsubordinated, unsecured debentures, with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the public and institutional investors. The debentures have the maturity period of 3 years and bear the fixed interest rate of 5.00% per annum for the first year, 6.00% per annum for the second year, and 7.00% per annum for the third year. The interest payment is made quarterly and the debentures are due for redemption on 8 August 2011.
20.3 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 28 April 2008, the Company had on 5 February 2009 issued and offered 1.0 million units of unsecured, named, unsubordinated debentures, with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the public and institutional investors. The debentures have 3-year term from the date of issuance and bear the fixed interest rate of 5.50% per annum for the first and a half year, and 6.00% per annum for the remaining one and a half year period. The interest payment is made quarterly and the debentures are due for redemption on 5 February 2012.
20.4 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 24 April 2009, which approved the issuing and offering of debentures not over Baht 4,000 million, the Company had on 24 July 2009 issued and offered 1.0 million units of unsecured, named, unsubordinated debentures, without debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the private placement which is not more than 10 investors. The debentures have 3-year term from the date of issuance and bear the fixed interest rate of 5.00% per annum. The interest payment is made every six months and the debentures are due for redemption on 24 July 2012.
20.5 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 24 April 2009, the Company had on 15 September 2009 issued and offered 1.0 million units of unsecured, named, unsubordinated debentures, without debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the private placement which is not more than 10 investors. The debentures have 3-year and 5-month term from the date of issuance and bear the fixed interest rate of 4.90% per annum. The interest payment is made every 15 March and 15 September and the debentures are due for redemption on 15 February 2013
20.6 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 24 April 2009, the Company had on 4 February 2010 issued and offered debentures as follows:
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a) Issued and offered 0.5 million units of unsecured, named, unsubordinated debentures, with de bentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 500 million, to the public and institutional investors. The debentures have 3-year and 6-month term from the date of issuance and bear the fixed interest rate of 3.80% per annum. The interest payment is to be made quarterly and the debentures are due for redemption on 4 August 2013.
b) Issued and offered 1.0 million units of unsecured, named, unsubordinated debentures, with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht 1,000 million, to the private placement. The debentures have 3-year, 7-month and 26-day term from the date of issuance and bear the fixed interest rate of 3.80% per annum. The interest payment is to be made quarterly and the debentures are due for redemption on 30 September 2013.
20.7 According to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010, which approved the issuing and offering of debentures, amounting to not over Baht 4,000 million, the Company had on 19 July 2010 had issued and offered debentures according to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by issuing and offering 1.0 million units of unsubordinated, unsecured debentures at the offering price of Baht 1,000 each, amounting to Baht 1,000 million. The debentures have 3-year and 6-month term and bear the fixed interest rate of 3.50% per annum. Such debentures were offered to the public and/or institutional investors. The interest payment is to be made quarterly and the debentures are due for redemption on 19 January 2014.
20.8 On 5 August 2010, the Company issued and offered debentures according to the resolution of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by issuing and offering 0.5 million units of unsubordinated, unsecured debentures at the offering price of Baht 1,000 each, amounting to Baht 500 million. The debentures have 4-year, 11-month and 4-day term and bear the fixed interest rate of 4.00% per annum. Such debentures were offered to the private placement. The interest payment is to be made quarterly and the debentures are due for redemption on 9 July 2015.
These debentures contain certain covenants and restrictions that the Company has to comply with, such as the maintenance of total debt to equity ratio not exceeding 2:1.
21. Share capital
21.1 On 24 April 2009, the Annual General Meeting of the Company’s shareholders passed the following resolutions.
1. Approved to decrease the Company’s uncalled share capital by Baht 82 million (82 million ordinary shares of Baht 1 each) from the registered share capital of Baht 2,425.2 million (2,425.2 million ordinary shares of Baht 1 each) to Baht 2,343.2 million (2,343.2 million ordinary shares of Baht 1 each).
2. Approved to increase the Company’s registered share capital by Baht 48.7 million from Baht 2,343.2 million (2,343.2 million ordinary shares of Baht 1 each) to Baht 2,391.9 million (2,391.9 million ordinary shares of Baht 1 each) to reserve for the exercise of warrants to be issued to employees of the Company and its subsidiaries, according to the Employee Stock Option Plan of the Company and its subsidiaries. The Company registered the share capital increase with the Ministry of Commerce on 25 May 2009.
21.2 On 27 April 2010, the Annual General Meeting of the Company’s shareholders approved to decrease the Company’s registered share capital by Baht 8.6 million (8.6 million ordinary shares of Baht 1 each) from the registered share capital of Baht 2,391.9 million (2,391.9 million ordinary shares of Baht 1 each) to Baht 2,383.3 million (2,383.3 million ordinary shares of Baht 1 each). The Company registered the share capital decrease with the Ministry of Commerce on 10 May 2010
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124
As at 31 December 2010, the remaining balance of warrants were as follows:
Number of units
Warrants as at 8 March 2010 48,680,463
Less: Warrants exercised during the year (8,723,600)
Warrants as at 31 December 2010 39,956,863
The above exercising of warrants resulted in a share premium between the exercise price and the par value of ordinary share of approximately Baht 17.4 million, which was presented as “Share premium” in the shareholders’ equity.
23. Share premium (discount)
On 27 April 2010, the Annual General Meeting of the Company’s shareholders approved to offset the Company’s share discount against its retained earnings. As at 31 December 2009, the Company’s share discount after net with its share premium is summarised below.
(Unit: Baht)
Amount
Share discount (1,007,858,586)
Share premium 154,752,526
Share discount - net (853,106,060)
The Company had offset net share discount amounting to Baht 853,106,060 against its retained earn-ings based on the financial statements as at 31 December 2009, but with no effect to the shareholders’ equity. The offsetting is made to reduce the complication of the Company’s financial statements and to ease the understanding of the investors and the users of financial statements.
24. Statutory reserve
Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to
set aside to a statutory reserve at least 5 percent of its net income after deducting accumulated deficit
brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory
reserve is not available for dividend distribution.
25. Expenses by nature
Significant expenses by nature are as follows:
(Unit: Baht)
Consolidated Separate
financial statements financial statements
2010 2009 2010 2009
(Restated) (Restated)
Construction and infrastructure costs 5,379,845,905 5,385,320,367 4,078,477,215 4,199,857,149
Land cost 2,969,500,895 2,589,186,312 2,272,184,135 2,056,009,605
Salary and wages and other
employee benefits 425,489,460 357,127,756 357,189,673 289,745,141
Advertising and promotion expenses 571,347,397 450,347,333 486,877,904 329,625,995
Rental expenses from operating
lease agreements 33,548,419 29,106,787 27,314,048 22,917,311
Depreciation 27,321,709 21,957,925 22,845,633 17,843,011
Amortisation 150,824,977 4,027,297 5,882,277 3,786,311
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26. Corporate income taxCorporate income tax for the years ended 31 December 2010 and 2009 were calculated from net
income after adjusting share of income from investment accounted for under equity method and
adding back certain expenses which are disallowed for tax computation purposes.
27. Earnings per shareBasic earnings per share is calculated by dividing net income for the year by the weighted average
number of ordinary shares in issue during the year.
Diluted earnings per share is calculated by dividing net income for the year by the weighted average
number of ordinary shares in issue during the year plus the weighted average number of ordinary
shares which would need to be issued to convert all dilutive potential ordinary shares into ordinary
shares. The calculation assumes that the conversion took place on the date the potential ordinary
shares were issued.
The following table sets forth the computation for basic and diluted earnings per share.
Consolidated financial statements For the years ended 31 December 2010 and 2009 Weighted average Net income number of ordinary shares Earnings per share 2010 2009 2010 2009 2010 2009 Baht Baht Shares Shares Baht Baht (Restated) (Restated)Basic earnings per share Net income attributable to equity holders of the parent 2,227,658,875 1,927,483,748 2,338,379,518 2,334,609,266 0.953 0.826Effect of dilutive potential ordinary shares Warrant 39,956,863 units (2009: No outstanding warrants)Diluted earnings per share 17,951,938Net income of ordinary shareholders assuming the conversion of warrants to ordinary shares 2,227,658,875 2,356,331,456 0.945
Separate financial statements For the years ended 31 December 2010 and 2009 Weighted average Net income number of ordinary shares Earnings per share 2010 2009 2010 2009 2010 2009 Baht Baht Shares Shares Baht Baht (Restated) (Restated)Basic earnings per share Net income attributable to equity holders of the parent 2,291,561,975 2,290,510,908 2,338,379,518 2,334,609,266 0.980 0.981Effect of dilutive potential ordinary shares Warrant 39,956,863 units (2009: No outstanding warrants)Diluted earnings per share 17,951,938Net income of ordinary shareholders assuming the conversion of warrants to ordinary shares 2,291,561,975 2,356,331,456 0.973
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28. Dividends During the years ended 31 December 2010 and 2009, the Company had dividend payment as follows:
Approved by Total Dividend dividends per share (Million Baht) (Baht) Year 2010 Final dividend for 2009 Annual General Meeting of the shareholders on 27 April 2010 747.05 0.32 Total for 2010 747.05 0.32 Year 2009 Final dividend for 2008 Annual General Meeting of the shareholders on 24 April 2009 583.64 0.25 Total for 2009 583.64 0.25
29. Provident fund The Company and its subsidiaries and employees have jointly established a provident fund in accord ance with the Provident Fund Act B.E. 2530. The Company and its subsidiaries and their employees contribute to the fund monthly at the rate of 3 to 6 percent of basic salary. The funds, which are managed by Kasikorn Asset Management Company Limited, will be paid to employees upon termination in accordance with the fund rules. During 2010 and 2009, the Company and its subsidiaries contributed Baht 9.0 million and Baht 7.2 million, respectively (the Company only: Baht 8.3 million and Baht 6.5 million, respectively) to the funds.
30. Segment information The significant business segments comprising the Company’s and its subsidiaries’ operations are the development of real estate, which comprises of land and house projects and residential condominium projects, and services for real estate business. These are carried on the single geographic area of Thailand. However, since financial information on the services for real estate business segment is currently insignificant to the consolidated financial statements, the Company does not separately present the financial information of this segment.
31. Commitments and contingent liabilitiesAs at 31 December 2010, the Company and its related parties had the significant outstanding commitments and contingent liabilities as follows:
31.1 Capital commitmentsThe Company and its related parties had entered into agreements with third parties for purchase of land with the amount payable in the future of approximately Baht 2,237.8 million (the Company only: Baht 1,624.4 million).
31.2 Operating lease commitmentsThe Company and its subsidiaries entered into several lease and service agreements in respect of the lease of office buildings, vehicles and advertising space. As at 31 December 2010, the future minimum lease payments under these non cancellable operating lease agreements were as fol-lows: (Unit: Million Baht) Consolidated Separate financial financial statements statementsPayable within: Less than 1 year 53 44 1 to 5 years 32 22
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31.3 Guarantees
a) As at 31 December 2010 and 2009, the Company had contingent liabilities in respect of guarantees
provided for its subsidiaries in respect of loans and credit facilities from banks as follows:
(Unit: Million Baht)
Guarantees 2010 2009
Subsidiaries
The Value Property Development Co., Ltd. 3,125 50
AP (Sathon) Co., Ltd. 1,520 -
Asian Property (Krungthep) Co., Ltd. 1,238 533
Asian Property (Sukhumvit) Co., Ltd. 846 846
Thonglor Residence Co., Ltd. 20 20
Smart Service & Management Co., Ltd. 5 5
Asian Property (Sathorn) Co., Ltd. - 427
Asian Property (Ratchavipa) Co., Ltd. - 45
Trillion Development Co., Ltd. - 41
Asian Property (Ladphrao) Co., Ltd. - 10
Total 6,754 1,977
b) The Company and its related parties had commitments and contingent liabilities in respect of
project developments and letters of guarantee issued by banks for maintenance of utilities,
purchase of materials and electricity use, as follows:
(Unit: Million Baht)
Contingent liabilities under
Commitments under letters of guarantee issued contracts to fund project by banks to government Company developments agencies and individuals
The Company and its subsidiaries
Asian Property Development Plc. 13,069 988
The Value Property Development Co., Ltd. 3,382 -
AP (Sathon) Co., Ltd. 1,644 -
AP (Ratchada) Co., Ltd 688 -
Asian Property (Krungthep) Co., Ltd. 483 82
Asian Property (Sukhumvit) Co., Ltd. 380 -
Asian Property Co., Ltd.
(company set up after amalgamation) 48 5
Total 19,694 1,075
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32. Financial instruments
32.1 Financial risk management
The Company’s and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard
No. 107 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash
equivalents, trade accounts receivable, loans, investments, and short-term and long-term loans. The
financial risks associated with these financial instruments and how they are managed is described
below.
Credit risk
The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts
receivable and loans. The Company and its subsidiaries manage the risk by adopting appropriate
credit control policies and procedures and therefore do not expect to incur material financial losses.
In addition, the Company and its subsidiaries do not have high concentration of credit risk since it
has a large customer base. The maximum exposure to credit risk is limited to the carrying amounts
of receivables and loans stated in the balance sheet.
Interest rate risk
The Company’s and its subsidiaries’ exposure to interest rate risk relates primarily to their cash at
banks, bank overdrafts, debentures, and short-term and long-term borrowings. However, since
most of the Group’s financial assets and liabilities bear floating interest rates or fixed interest rates
which are close to the market rate, the interest rate risk is expected to be minimal.
Significant financial assets and liabilities as at 31 December 2010 classified by type of interest
rates are summarised in the table below, with those financial assets and liabilities that carry fixed
interest rates further classified based on the maturity date, or the repricing date if this occurs before
the maturity date.
Consolidated financial statements Fixed interest rate Floating Non- Within interest interest 1 year 1-5 years rate bearing Total Interest rate (Million Baht) (% p.a.)Financial assetsCash and cash equivalents - - 83 272 355 0.25Trade accounts receivable - net - - - 9 9 -Restricted bank deposits - - 29 - 29 0.25Other long-term investments - - - 127 127 - - - 112 408 520 Financial liabilities Bank overdrafts and short-term loans from financial institutions 1,634 - - - 1,634 2.37 - 3.85Trade accounts payable - - - 711 711 -Long-term loans - - 1,033 - 1,033 MLR-2.00 - MLR-0.75Debentures - 8,000 - - 8,000 3.50 - 7.00Retention payable - - - 285 285 - 1,634 8,000 1,033 996 11,663
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32.2 Fair values of financial instruments
Since the majority of the Company’s and its subsidiaries’ financial instruments are short-term in nature or
bear floating interest rates, their fair value is not expected to be materially different from the amounts
presented in the balance sheets.
A fair value is the amount for which an asset can be exchanged or a liability settled between
knowledgeable, willing parties in an arm’s length transaction. The fair value is determined
by reference to the market price of the financial instrument or by using an appropriate valuation
technique, depending on the nature of the instrument.
33. Capital management
The primary objective of the Company’s capital management is to ensure that it has an
appropriate financial structure and preserves the ability to continue its business as a going concern.
The Company manages its capital position with reference to its debt-to-equity ratio in order to
comply with a condition in debenture agreement, which requires the Company to maintain a
debt-to-equity ratio not exceeding 2:1.
The Company’s equity used to calculate above financial ratio is shareholders’ equity in the audited/
reviewed consolidated financial statements of the Company.
No changes were made in the objectives, policies or processes during the years ended 31 December
2010 and 2009.
Separate financial statements Fixed interest rate Floating Non- Within interest interest 1 year 1-5 years rate bearing Total Interest rate (Million Baht) (% p.a.)Financial assetsCash and cash equivalents - - 16 230 246 0.25Short-term loans to related parties - - 2,166 - 2,166 MLRRestricted bank deposits - - 24 - 24 0.25Other long-term investments - - - 127 127 - - - 2,206 357 2,563Financial liabilities Bank overdrafts and short-term loans from financial institutions 1,634 - - - 1,634 2.37 - 3.85Trade accounts payable - - - 540 540 -Short-term loans from related parties - - 1,242 - 1,242 MLRLong-term loans - - 527 - 527 MLR-2.00 to MLR-1.25Debentures - 8,000 - - 8,000 3.50 - 7.00Retention payable - - - 206 206 - 1,634 8,000 1,769 746 12,149
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34. Subsequent events
a) On 27 January 2011, the Company issued and offered debentures according to the resolution
of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by
issuing and offering 0.85 million units of named, unsubordinated, unsecured debentures, with
debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht
850 million, to the public and institutional investors. The debentures have 3-year and 6-month
term from the date of issuance and bear the fixed interest rate of 4.25% per annum. The
interest payment is to be made quarterly and the debentures are due for redemption on 27
July 2014.
b) On 3 February 2011, the Company issued and offered debentures according to the resolution
of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by
issuing and offering 0.4 million units of named, unsubordinated, unsecured debentures,
with debentureholder’s representative, at the offering price of Baht 1,000 each, amounting
to Baht 400 million, to the public and institutional investors. The debentures have 3-year,
5-month and 24-day term from the date of issuance and bear the fixed interest rate of 4.25%
per annum. The interest payment is to be made quarterly and the debentures are due for
redemption on 27 July 2014.
c) On 7 February 2011, the Company issued and offered debentures according to the resolution
of the Annual General Meeting of the Company’s shareholders held on 27 April 2010 by issuing
and offering 0.25 million units of named, unsubordinated, unsecured debentures, without
debentureholder’s representative, at the offering price of Baht 1,000 each, amounting to Baht
250 million, to the private placement which is not more than 10 investors. The debentures
have 4-year, 5-month and 2-day term from the date of issuance and bear the fixed interest
rate of 4.50% per annum. The interest payment is to be made quarterly and the debentures
are due for redemption on 9 July 2015.
35. Approval of financial statements
These financial statements were authorised for issue by the Board of Directors of the Company on 24
February 2011.
Auditor’s fee
In 2010, the company and its subsidiaries paid for an audit fee to Ernst & Young Office Limited in the
amount of Baht 5.83 million.
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Company Information
Name : Asian Property Development Public Company Limited
Office : 170/57, 18th
FL., Ocean Tower 1 Ratchadapisek Road, Klongtoey, Bangkok 10110
Type of Business : Property Development
Company Registration : 0107537000149 (formerly, Bor. Mor. Jor. 261)
Telephone : (66) 2261-2518-22
Facsimile : (66) 2261-2548-9
Home Page : www.ap-thai.com
Auditor
Name : Ernst & Young Office Limited
Office : 193/136-137, 33rd
Floor, Lake Rajada Office Complex, Rajadapisek Road, Klongtoey, Bangkok 10110
Telephone : (66) 2264-0777, 2661-9190
Facsimile : (66) 2264-0789-90, 2661-9192
Annual Report 2010