Contents Financial Highlights
1
Company Profile
2
Major Shareholders
4
Management Structure
6
Biography of Board of Directors and Executives
7
Shareholding of the Board and Executives
11
Financial Statements
14
Investors can find more information of company from Annual Registration Statement (F56-1) at www.sec.or.th
Financial Highlights
For the fiscal year ended December 31
Consolidated Financial Statements 2013 2012 2011
Separate Financial Statements 2013 2012 2011
Stock Data Par Value (Baht)
1.00
1.00
1.00
1.00
1.00
1.00
Book Value (Baht)
1.55
1.36
1.26
1.60
1.36
1.23
Earnings Per Share (Baht)
0.38
0.33
0.28
0.44
0.36
0.28
Operating Results (Thousand Baht) Sales Revenue
711,374 749,352 699,873 682,038 716,398 673,664
Total Income
726,400 761,384 717,025 695,969 728,795 687,478
Net Profit
87,083
75,141
65,739 100,533
81,101
63,477
Balance Sheet (Thousand Baht) Total Assets
535,810 473,507 426,557 567,758 506,987 417,290
Total Liabilities
180,939 164,430 140,272 203,222 197,383 137,488
Paid-up Capital
228,000 190,000 190,000 228,000 190,000 190,000
Shareholders’ Equity
354,871 309,077 286,285 364,536 309,604 279,802
Financial Ratios Return on Shareholders’ equity (%)
26.20
25.20
22.45
29.83
27.52
22.95
Return on Total Assets (%)
17.22
16.66
15.19
18.71
17.55
16.36
Return on Fixed Assets (%)
66.32
140.31
313.83
80.80
152.36
317.97
Gross Profit (%)
35.11
31.54
29.14
32.62
28.71
26.58
Net Profit (%)
11.96
9.85
8.80
14.45
11.13
9.23
1
Company Profile 1 General Information 1) Company Information; Company Name
Ubis (Asia) Public Company Limited
Type of Business
Manufacturer of Can Coating / Lacquer and Can Sealing Compound / Sealant to can makers for both domestic and overseas
Company Registration No.
0107547000826
Location of Head Office
20-22 Narathiwat Ratchanakharin Rd., Chongnonsee, Yannawa, Bangkok 10120 Tel: 0 2678 4222
Location of Factory
Fax: 0 2287 2018
48/1 Moo 6, Petchkasem Rd., Tumbon Klong Mai, Amphoe Sampran, Nakornprathom Province Tel: 0 3432 2911 Fax: 0 3432 4233
Website
www.ubisasia.com
Registered Capital
Baht 228,000,000 (Common Share 228,000,000 shares, Par Value Baht 1.00)
Issuing and Paid up Capital
Baht 227,999,991 (Common Share 227,999,991 shares, Par Value Baht 1.00)
Founded year
17 June 1997
Investor Relations
Mr. Sawang Dhangwattanotai and Mr. Akrawin Boonmongkolras Tel: 0 2678 4222 ext 320 Fax: 0 2287 2018 Email: akrawin@ubisasia.com
2) Subsidiary Company Information 1St Company Name
Ubis All Co.,Ltd
Type of Business
Distributor of food and beverage ingredient products for food and beverage industries
Company Registration No.
010555066642
Location of Head Office
20-22 Narathiwat Ratchanakharin Rd., Chongnonsee, Yannawa, Bangkok 10120 Tel: 0 2678 4222
Fax: 0 2287 2018
Registered Capital
Baht 10,000,000 (Common Share 1,000,000 shares, Par Value Baht 10.00)
Issuing and Paid up Capital
Baht 10,000,000 (Common Share 1,000,000 shares, Par Value Baht 10.00)
Founded year
10 May 2012
2nd Company Name
Ubis Primatech Limited
Type of Business
Manufacturer of Can Sealing Compound / Sealant to can maker for both domestic and overseas
Company Registration No.
0105555077962
2
Location of Head Office
20-22 Narathiwat Ratchanakharin Rd., Chongnonsee, Yannawa, Bangkok 10120 Tel: 0 2678 4222
Fax: 0 2287 2018
Registered Capital
Baht 160,000,000 (Common Share 16,000,000 shares, Par Value Baht 10.00)
Issuing and Paid up Capital
25% of registered capital Baht 40,000,000 (Common Share 16,000,000 shares, Par Value Baht 2.50)
Founded year
30 May 2012
3rd Company Name
Vita International Trading (Guangzhou) Co.,Ltd
Type of Business
Distributor of Can Coating / Can Sealing Compound / Sealant to can makers in China
Company Registration No.
440101400001952
Location of Head Office
Room 901-905, Guankliang Plaza, 510075, P.R. China Tel: (86) 20 8767 5791 Fax: (86) 20 8767 7386
Registered and paid up capital
USD 1.4 million (equivalent to Baht 38.03 million)
3) References Auditor
Mr. Udom Thanuratpong, C.P.A. No.8501 ANS Audit Co., Ltd. 100/72, 22nd Floor, 100/2 Vongvanij Building B, Rama 9 Road, Huaykwang, Bangkok 10320 Tel: 0 2645 0107 – 9 Fax: 0 2645 0110
Law Consultant
Mrs. Warisa Chaleekul, Sean (2010) Co., Ltd 44/555 Moo 10, Nawamin Road, Klong Kum, Bueng Kum, Bangkok 10230 Tel: 0 2510 0690 Fax: 0 2510 0680
Financial Advisor
None
Security Registrar
Thailand Securities Depository Co., Ltd. The Stock Exchange of Thailand Building, 62 Ratchadaphisek Road, Klongtoey, Bangkok 10110, Tel: 0 2229 2800 Fax: 0 2359 1259
2 Other Information
- none
3
Major Shareholders The top ten list of shareholders as shown in the registration book as at December 27, 2012 and as follows: No. of shares owned 139,059,990
60.99 %
Mr. Sawong Dhangwatnotai
52,099,950
22.85 %
Mr. Peerapong Dhangwatnotai
15,620,580
6.85 %
Mr. Pongsatorn Dhangwatnotai
12,202,500
5.35 %
Mr. Sawang Dhangwattanotai
2,829,750
1.24 %
Mr. Phattra Dhangwattanotai
7,000,000
3.07 %
Mr. Nida Dhangwattanotai
1,400,000
0.62 %
Mr. Sawat Dhangwattanotai
13,250,850
5.81 %
Mr. Chana Dhangwattanotai
9,400,350
4.12 %
Miss Mayuree Dhangwattanotai
2,469,000
1.08 %
Miss Rachanee Dhangwattanotai
2,349,000
1.03 %
Mr. Sawaeng Dhangwatnotai
4,238,010
1.86 %
Mr. Sakarn Dhangwatnotai
9,000,000
3.95 %
Miss Pintong Dhangwatnotai
7,200,000
3.16 %
21,597,750
9.47 %
Shareholders 1.
Group of Dhangwatnotai
%
2.
Mr. Somchai Lurngnateetape
3.
CITIBANK NOMINEES SINGAPORE PTE LTD UBS AG LONDON BRANCH-NRBS IPB CLIENT SEG
8,510,880
3.73 %
4.
Miss Sudkaneong Panyatara
7,561,320
3.32 %
5.
Mr. Surachat Pongphattarine
7,342,800
3.22 %
6.
Miss Rungtiwa Phadee
7,050,080
3.09 %
7.
Miss Nuttawan Boontah
6,837,840
3.00 %
8.
Mr. Komsan Techamitrijitr
6,030,000
2.64 %
9. 10.
Mr. Thaneth Thumrongluck
3,161,699
1.39 %
Mr. Amornwat Thirakritporn
2,617,800
1.15 %
18,229,832
8.29 %
227,999,991
100.00 %
Other shareholders Total
4
Limitation of Foreign Shareholder The foreign shareholders cannot hold company shares more than 49% of total shares issued and fully paid up. As of December 27, 2013, they held 4.63 % of total shares. Dividend Policy UBIS has a policy to pay dividend not less than 40% of net profit from the operation after deducting income tax and legal reserve on the condition that there is no requirement to use fund for investment or business expansion and there is enough cash flow to pay. However, the Board of Directors may propose to pay dividend different from the policy depending on the Company’s situation and necessaries, such as the case of investment project or change of economy and business environment, or events affecting cash flow of the Company. Subsidiary’s Dividend Policy The Subsidiary has policy to pay dividend based on the performance. The dividend payment depends on the Subsidiary’s cash flow and investment plan in the future.
Shareholding of the Boards and Executives As at December 27, 2013 Name 1. 2. 3. 4. 5. 6. 7. 8.
Mr. Sawong Dhangwatnotai Mr. Somchai Lurngnateetape Mr. Pongsatorn Dhangwatnotai Mr. Surachat Pongphattarine Mr. Thaneth Thumrongluck Mr. Sawang Dhangwattanotai
Mr. Doug Rasic Mr. Nawat Triyapongpattana รวม
5
จํานวนหุนที่ถือ 52,099,950 21,597,750 12,202,500 7,342,800 3,161,699 2,829,750 1,218,000 550,000
สัดสวนการถือหุน 22.85 % 9.47 % 5.35 % 3.22 % 1.39 % 1.24 % 0.53 % 0.24 %
101,002,449
44.29 %
Management Structure Organization Structure Ubis (Asia) Public Company Limited
89.99%
99.99%
Ubis All Co.,Ltd
100% Vita International Trading (Guangzhou) Co., Ltd.
Ubis Primatech Limited
Management Structure Board of directors
CEO
Audit Committee
Company Secretary
EVP Office of director
Marketing Dept.
EVP Sale
Internal Audit
SEVP
MD
Production
Sales Dept.
Production Dept.
EVP
EVP
EVP
Operation
Marketing
Product Technology
Admin Dept.
Note: EVP-Exceutive Vice President / SEVP-Senior Executive Vice President
6
HR Dept.
Acc. & Fin Dept.
Biography of the Board of Directors and Executive 1. Mr. Sawong Dhangwatnotai Education Master of Business Administration, George Washington University, USA Bachelor of Engineering, Chulalongkorn University Training Certificate Director Accreditation Program Thai Institute of Directors Present Position Director / Chairman Ubis (Asia) Public Company Limited CEO Ubis (Asia) Public Company Limited Year of directorship 10 years Position in other listed company Position in company that may cause conflict of interest There are interested transaction in company and its affiliates
none none none
6. Mr. Somchai Lurngnateetape Education Bachelor of Engineering, Chulalongkorn University Training Certificate Director Accreditation Program Thai Institute of Directors Certificate, Mini M.B.A., Thammasat University Present Position Director / Vice Chairman, Ubis (Asia) Public Company Limited Senior Executive Vice President – Production, Ubis (Asia) Public Company Limited Year of directorship 10 years Position in other listed company Position in company that may cause conflict of interest There are interested transaction in company and its affiliates
7
none none none
3. Mr. Thaneth Thumrongluck Education Bachelor of Economics, Thammasat University Training Certificate Director Accreditation Program Thai Institute of Directors Present Position Director / Vice Chairman, Ubis (Asia) Public Company Limited Executive Vice President – Sales, Ubis (Asia) Public Company Limited Year of directorship 10 years Position in other listed company Position in company that may cause conflict of interest There are interested transaction in company and its affiliates
none none none
4. Mr. Surachart Pongpattarine Education Diploma of Business Administration, Montgomery College, USA Training Certificate Director Accreditation Program Thai Institute of Directors Present Position Director / Executive Director, Ubis (Asia) Public Company Limited Executive Vice President – Office of the President, Ubis (Asia) Public Company Limited Year of directorship 10 years Position in other listed company Position in company that may cause conflict of interest There are interested transaction in company and its affiliates
8
Independent Director, CPS Steel Center Plc. none none
5. Mr. Sawang Dhangwattanotai Education Master of Business Administration, Oklahoma State University, USA Bachelor of Engineering, Chulalongkorn University Training Certificate Director Accreditation Program Thai Institute of Directors Present Position Director / Executive Director, Ubis (Asia) Public Company Limited Executive Vice President - Operation, Ubis (Asia) Public Company Limited Year of directorship 10 years Position in other listed company Position in company that may cause conflict of interest There are interested transaction in company and its affiliates
none none none
6. Mr. Pongsatorn Dhangwatnotai Education Master of Business Administration, National University, USA Bachelor of Science, Srinakharinwirot University Training Certificate Director Accreditation Program Thai Institute of Directors Present Position Director, Ubis (Asia) Public Company Limited Executive Vice President - Marketing, Ubis (Asia) Public Company Limited Year of directorship 2 years Position in other listed company Position in company that may cause conflict of interest There are interested transaction in company and its affiliates
9
none none none
7. Mr. Phakdi Kanchanavalai Education Bachelor of Commerce and Accountancy, Thammasat University Training Certificate Director Accreditation Program Thai Institute of Directors Present Position Independent Director, President of Audit Committee, Ubis (Asia) Public Company Limited Certified Public Accountant, Kanchanakit Accounting Office Year of directorship 10 years Holding the share: none Position in other listed company none Position in company that may cause conflict of interest none There are interested transaction in company and its affiliates none Relationship: Neither related the Company nor be a closed relative with the Executives
8. Mr. Pongsak Liangsiri Education Master of Information Technology, City College of New York, USA Bachelor of Information Technology, City College of New York, USA Training Certificate Director Accreditation Program Thai Institute of Directors Present Position Independent Director / Audit Committee, Ubis (Asia) Public Company Limited Year of directorship 10 years
Holding the share: none Position in other listed company none Position in company that may cause conflict of interest none There are interested transaction in company and its affiliates none Relationship: Neither related the Company nor be a closed relative with the Executives
10
9. Mr. Visuth Jirathiyut Education
Training Present Position
Year of directorship
Master of Business Administration, National Institute of Development Administration Bachelor of Engineering, Chulalongkorn University Certificate Director Accreditation Program Thai Institute of Directors Independent Director / Audit Committee, Ubis (Asia) Public Company Limited Chairman, Siam Steel Syndicate Public Company Limited. 2 years
Holding the share: none Position in other listed company none Position in company that may cause conflict of interest none There are interested transaction in company and its affiliates none Relationship: Neither related the Company nor be a closed relative with the Executives.
10. Mr. Nawat Triyapongpattana Education Master of Business Administration, Bangkok University Bachelor of Arts (Humanities), Kasetsart University Training Present Position Year of directorship
Managing Director / Executive Director Ubis (Asia) Public Company Limited 2 years
Position in other listed company Position in company that may cause conflict of interest There are interested transaction in company and its affiliates
11
none none none
11. Mr. Doug Rasic Education
Doctorate of Science, Chemistry, New South Wales University Master of Science, Chemistry, New South Wales University Bachelor of Science, Chemistry, Belgrade University
Present Position
Executive Director, Ubis (Asia) Public Company Limited Executive Vice President – Product Technology Ubis (Asia) Public Company Limited
Work Experience
Technical Manager – Asia, ICI Technical Manager – Asia, Coats Brothers Technical Manager – Asia, W.R. Grace
Position in other listed company Position in company that may cause conflict of interest There are interested transaction in company and its affiliates
12. Mr. Akrawin Boonmongkolras Education Bachelor of Accountancy, Thammasat University Present Position Vice President – Account and Finance Dept., Company Secretary Ubis (Asia) Public Company Limited
12
none none none
Report of Independent Auditor AUDITOR’S REPORT To the Board of Directors and Shareholders of UBIS (ASIA) Public Company Limited I have audited the accompanying consolidated financial statements of UBIS (ASIA) Public Company Limited and its subsidiaries, which comprise the consolidated statement of financial position as at December 31, 2013, and the consolidated statement of comprehensive income, statement of changes in shareholders' equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. I have also audited the accompanying separate financial statements of UBIS (ASIA) Public Company Limited which comprise the separate statement of financial position as at December 31, 2013, and the separate statement of comprehensive income, statement of changes in shareholders' equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Thai Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with Thai Standards on Auditing. Those standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
13
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion, the financial statements present fairly, in all material respects, the consolidated financial position of UBIS (ASIA) Public Company Limited and its subsidiaries as at December 31, 2013, and their financial performance and cash flows for the year then ended, and the separate financial position of UBIS (ASIA) Public Company Limited as at December 31, 2013, and its financial performance and cash flows for the year then ended in accordance with Thai Financial Reporting Standards. Emphasis of Matter I draw attention to Note 2 to the financial statements, during the year ended December 31, 2013, the Group has adopted new and revised Thai Financial Reporting Standards, which are issued by the Federation of Accounting Professions and effective for the financial statements for the period beginning on or after January 1, 2013, for the preparation and presentation of these financial statements. The consolidated and separate financial statements for the year ended ended December 31, 2012 and the consolidated and separate statements of financial position as at January 1, 2012 which have been presented herewith for comparative purposes have been restated for the effects of the adoption of new and revised Thai Financial Reporting Standards. My opinion is unqualified opinion and is not affected in respect of this matter.
Udom Thanuratpong Certified Public Accountant Registration Number 8501 ANS Audit Co., Ltd. Bangkok, February 26, 2014
14
Financial Statement UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2013 Unit: Baht Consolidated
Separate
financial statements
financial statements
Note December 31, 2013December 31, 2012 January 1, 2012 December 31, 2013December 31, 2012 January 1, 2012 (Restated) ASSETS
(Restated)
(Restated)
(Restated)
3
CURRENT ASSETS Cash and cash equivalents
5
Current investments Trade and other receivables Short-term loans to related paties Inventories
10,629,232.96 -
4, 6 4 2, 7
Other current assets Total Current Assets
25,509,273.92 -
219,222,861.12 -
226,883,352.01 -
109,229,938.91
113,871,780.18
20,809,480.02 82,020,000.00 206,915,894.70 86,758,387.06
713,184.85 -
13,212,694.69 -
212,285,286.08
210,899,966.24
2,000,000.00
500,000.00
85,675,756.47
96,674,300.90
15,261,925.54 82,020,000.00 184,235,433.93 68,213,574.38
1,745,154.69
43,283.91
33,717.29
1,745,154.69
43,283.91
33,717.29
340,827,187.68
366,307,690.02
396,537,479.07
302,419,382.09
321,330,245.74
349,764,651.14
87,027,472.50
80,277,487.50
38,027,500.00
NON-CURRENT ASSETS Investments in subsidiaries Restricted deposits at financial institutions Property, plant and equipment Intangible assets
8 9 2, 10 11
-
-
-
811,100.00
399,100.00
399,100.00
811,100.00
399,100.00
399,100.00
182,432,560.78
95,881,594.06
19,392,213.22
167,017,012.03
94,825,398.22
19,225,079.02
77,432.69
113,093.38
189,172.47
77,432.69
113,093.38
189,172.47
Deferred tax assets
2, 12
9,206,926.76
8,354,769.02
7,539,524.74
8,332,025.76
7,937,228.08
7,539,524.74
Other non-current assets
4, 13
2,454,853.33
2,450,432.82
2,499,327.08
2,074,000.00
2,104,241.56
2,144,939.45
Total Non-Current Assets
194,982,873.56
107,198,989.28
30,019,337.51
265,339,042.98
185,656,548.74
67,525,315.68
TOTAL ASSETS
535,810,061.24
473,506,679.30
426,556,816.58
567,758,425.07
506,986,794.48
417,289,966.82
The accompanying notes are an integral part of these financial statements.
15
UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2013 Unit: Baht Consolidated
Separate
financial statements
financial statements
Note December 31, 2013December 31, 2012 January 1, 2012 December 31, 2013December 31, 2012 January 1, 2012 (Restated)
(Restated)
(Restated)
(Restated)
3
LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions
14
17,558,689.74
3,118,936.15
360,515.66
17,558,689.74
158,466.45
360,515.66
Trade and other payables
4, 15
105,982,565.68
107,636,334.13
83,454,077.49
100,904,712.64
106,729,621.86
82,352,559.73
27,500,000.00
37,500,000.00
Short-term loans from related parties
4
Accrued income tax Other current liabilities Total Current Liabilities
-
-
-
-
12,451,781.85
11,342,990.27
15,058,875.05
12,451,781.85
11,279,148.11
13,376,189.22
2,148,909.73
552,192.63
659,216.26
2,148,909.73
10,055.11
659,216.26
138,141,947.00
122,650,453.18
99,532,684.46
160,564,093.96
155,677,291.53
96,748,480.87
NON-CURRENT LIABILITIES Deferred revenue
21
997,560.51
2,019,480.51
3,041,400.51
997,560.51
2,019,480.51
3,041,400.51
Employee benefit obligations
16
41,799,805.13
39,759,553.82
37,697,623.70
41,660,128.84
39,686,140.38
37,697,623.70
Total Non-Current Liabilities
42,797,365.64
41,779,034.33
40,739,024.21
42,657,689.35
41,705,620.89
40,739,024.21
180,939,312.64
164,429,487.51
140,271,708.67
203,221,783.31
197,382,912.42
137,487,505.08
228,000,000.00
190,000,000.00
190,000,000.00
228,000,000.00
190,000,000.00
190,000,000.00
227,999,991.00
190,000,000.00
190,000,000.00
227,999,991.00
190,000,000.00
190,000,000.00
17
26,870,810.00
26,870,810.00
26,870,810.00
26,870,810.00
26,870,810.00
26,870,810.00
Total Liabilities SHAREHOLDERS' EQUITY Share Capital Authorized share capital 228,000,000 ordinary shares in the year 2013 and 190,000,000 ordinary shares in the year 2012, Baht 1 par value 19 Issued and paid-up share capital 227,999,991 ordinary shares in the year 2013 and 190,000,000 ordinary shares in the year 2012, Baht 1 per share 19 Premium on shares capital Retained earnings Appropriated to legal reserve Unappropriated
18
22,800,000.00
19,000,000.00
19,000,000.00
22,800,000.00
19,000,000.00
19,000,000.00
2, 18, 19
72,908,170.50
73,225,586.16
49,384,683.17
86,865,840.76
73,733,072.06
43,931,651.74
2
3,645,439.90
Other component of shareholders' equity Total Shareholders' Equity of the Company
(120,456.18)
1,029,614.74
308,975,939.98 101,251.81
Total Shareholders' Equity
354,870,748.60
309,077,191.79
286,285,107.91
364,536,641.76
309,603,882.06
279,802,461.74
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
535,810,061.24
473,506,679.30
426,556,816.58
567,758,425.07
506,986,794.48
417,289,966.82
The accompanying notes are an integral part of these financial statements.
16
-
-
309,603,882.06
-
646,337.20
2
364,536,641.76
-
354,224,411.40
Non-controlling Interests
286,285,107.91
-
-
279,802,461.74 -
UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2013 Unit: Baht
Note
Consolidated
Separate
financial statements
financial statements
2013
2012
3 Revenues from sales Cost of sales
4 4, 22
Gross profit
2013
2012
(Restated) 711,373,829.40
749,351,735.17
(Restated) 682,037,748.57
716,398,270.25
(461,634,661.98) (513,032,748.90) (459,540,670.63) (510,753,770.37) 249,739,167.42
236,318,986.27
222,497,077.94
205,644,499.88
2, 4, 20
15,025,663.41
12,032,910.65
13,930,887.17
12,396,814.22
22
(84,828,173.60)
(79,517,021.49)
(55,124,402.23)
(52,408,428.50)
Administrative expenses
4, 22
(68,271,735.45)
(69,629,778.30)
(55,284,985.76)
(59,844,817.37)
Finance cost
4, 22
(228,479.73)
(64,242.64)
(473,166.70)
(184,483.72)
Other incomes Selling expenses
Profit before income tax Income tax expense
23
Profit for the years
111,436,442.05
99,140,854.49
125,545,410.42
105,603,584.51
(24,558,788.22)
(24,148,712.19)
(25,012,642.62)
(24,502,164.19)
86,877,653.83
74,992,142.30
100,532,767.80
81,101,420.32
3,765,896.08
(1,150,070.92)
-
-
3,765,896.08
(1,150,070.92)
-
-
90,643,549.91
73,842,071.38
100,532,767.80
81,101,420.32
87,082,583.44
75,140,902.99
100,532,767.80
81,101,420.32
Other comprehensive income (loss) : Exchange differences on translating financial statements of foreign operation
2
Other comprehensive income (loss) for the years Total comprehensive income for the years
Profit (loss) attributable to Owners of the parent Non-controlling interests
(204,929.61)
(148,760.69)
-
-
86,877,653.83
74,992,142.30
100,532,767.80
81,101,420.32
90,848,479.52
73,990,832.07
100,532,767.80
81,101,420.32
Total comprehensive income (loss) attributable to Owners of the parent Non-controlling interests
(204,929.61) 90,643,549.91
(148,760.69) 73,842,071.38
100,532,767.80
81,101,420.32
Basic earnings per share Profit attributable to owners of the parent Weighted average number of ordinary shares (shares)
2, 3 3
0.38
0.33
0.44
0.36
227,999,991
227,999,991
227,999,991
227,999,991
The accompanying notes are an integral part of these financial statements
17
UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2013 Unit: Baht Consolidated financial statements Equity attributable to shareholders' equity of the Company Other component of shareholders' equity Other comprehensive income Total Retained earnings Translating financial Shareholders' Equity Share capital Premium on Note issued and paid-up share capital Appropriated Unappropriated statements of the Company (Restated) (Restated) 190,000,000.00 26,870,810.00 19,000,000.00 41,382,492.36 277,253,302.36 2 8,002,190.81 1,029,614.74 9,031,805.55 190,000,000.00 26,870,810.00 19,000,000.00 49,384,683.17 1,029,614.74 286,285,107.91
Balance at January 1, 2012 Effects of changes in accounting policies Adjusted balance Changes in shareholders' equity for the year 2012 : Issued and paid-up ordinary shares-subsidiaries Dividend payment 19 Total comprehensive income (loss) for the year 2012 Balance at December 31, 2012 Changes in shareholders' equity for the year 2013 : Issued and paid-up ordinary shares-subsidiaries Issued stock dividend 19 Dividend payment 19 Total comprehensive income (loss) for the year 2013 Legal reserve 18 Balance at December 31, 2013
Non-controlling interests (Restated) -
Total Shareholders' equity 277,253,302.36 9,031,805.55 286,285,107.91
(51,300,000.00) 75,140,902.99 190,000,000.00 26,870,810.00 19,000,000.00 73,225,586.16
(1,150,070.92) (120,456.18)
(51,300,000.00) 73,990,832.07 308,975,939.98
250,012.50 (148,760.69) 101,251.81
250,012.50 (51,300,000.00) 73,842,071.38 309,077,191.79
37,999,991.00 (37,999,991.00) (45,600,008.10) 87,082,583.44 3,800,000.00 (3,800,000.00) 227,999,991.00 26,870,810.00 22,800,000.00 72,908,170.50
3,765,896.08 3,645,439.90
(45,600,008.10) 90,848,479.52 354,224,411.40
750,015.00 (204,929.61) 646,337.20
750,015.00 (45,600,008.10) 90,643,549.91 354,870,748.60
The accompanying notes are an integral part of these financial statements
18
UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2013 Unit: Baht Separate financial statements
Balance at January 1, 2012 Effects of changes in accounting policies Adjusted balance Changes in shareholders' equity for the year 2012 : Dividend payment Total comprehensive income for the year 2012 Balance at December 31, 2012 Changes in shareholders' equity for the year 2013 : Issued stock dividend Dividend payment Total comprehensive income for the year 2013 Legal reserve Balance at December 31, 2013
Other component of shareholders' equity Retained earnings Other comprehensive Total Share capital Premium on Note issued and paid-up ordinary shares Appropriated Unappropriated income shareholders' (Restated) 190,000,000.00 26,870,810.00 19,000,000.00 36,392,127.00 - 272,262,937.00 2 7,539,524.74 7,539,524.74 190,000,000.00 26,870,810.00 19,000,000.00 43,931,651.74 - 279,802,461.74 19
(51,300,000.00) 81,101,420.32 190,000,000.00 26,870,810.00 19,000,000.00 73,733,072.06
-
(51,300,000.00) 81,101,420.32 309,603,882.06
19 19
37,999,991.00 (37,999,991.00) (45,600,008.10) - 100,532,767.80 3,800,000.00 (3,800,000.00) 227,999,991.00 26,870,810.00 22,800,000.00 86,865,840.76
-
(45,600,008.10) 100,532,767.80 364,536,641.76
18
The accompanying notes are an integral part of these financial statements
19
UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013 Unit: Baht Consolidated financial statements 2013 2012 (Restated) Cash Flows from Operating Activities: Profit before income tax Adjustments to reconcile profit before income tax to net cash provided by (used in) operating activities: Depreciation and amortization Doubtful accounts (Reversal) Amortization of deferred revenue Loss on devaluation of inventories (Reversal) Interest income Interest expense Loss on written off assets Unrealized loss on exchange rate Provision incurred from the employee benefit liabilities Profit from operating activities before changes in operating assets and liabilities Change in operating assets (increase) decrease: Trade and other receivables Inventories Other current assets Other non-current assets Restricted deposits at financial institutions Change in operating liabilities increase (decrease): Trade and other payables Other current liabilities Employee benefit obligations Cash generated from operations Interest paid Income tax paid Net cash provided by operating activities
Separate financial statements 2013 2012 (Restated)
111,436,442.05 99,140,854.49 125,545,410.42 105,603,584.51
5,481,392.46 5,987,334.68 5,317,760.38 5,900,025.84 (306,676.82) 26,047.09 (1,038,202.14) (1,021,920.00) (1,021,920.00) (1,021,920.00) (1,021,920.00) (107,783.92) 475,916.71 133,179.39 (881,075.49) (2,031,154.69) (734,350.88) (1,941,228.86) 228,479.73 64,242.64 473,166.70 184,483.72 84.00 84.00 7,021,470.68 125,035.42 6,909,881.96 61,111.08 2,040,251.31 4,455,841.43 1,973,988.46 4,382,427.99 123,890,580.00 107,222,281.77 137,558,914.29 113,168,568.28 3,700,441.97 (20,173,278.23) (4,568,010.28) (27,159,581.02) 4,639,545.00 (27,617,362.62) 10,865,365.04 (28,460,726.52) (1,701,870.78) (9,566.62) (1,701,870.78) 12,623.20 10,456.57 10,456.57 (412,000.00) (412,000.00) (14,335,648.93) (542,137.52) 115,238,909.74 (228,479.73) (24,303,175.33) 90,707,254.68
24,211,836.91 (117,078.74) (2,393,911.31) 81,133,377.73 (64,242.64) (28,681,456.88) 52,387,678.21
The accompanying notes are an integral part of these financial statements
20
(15,156,741.66) 126,585,656.61 (473,166.70) (24,234,806.56) 101,877,683.35
24,406,642.40 (659,216.26) (2,393,911.31) 78,924,855.34 (184,483.72) (26,996,908.64) 51,743,462.98
UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013 Unit: Baht Consolidated financial statements 2013 2012 (Restated) Cash Flows from Investing Activities: Interest received Decrease in current investments Increase in investment in subsidiaries Purchases of property, plant and equipment Purchases of intangible assets Increase in short-term loans to related parties Cash receipt from short-term loans to related parties Net cash provided by (used in) investing activities Cash Flows from Financing Activities: Increase (Decrease) in bank overdrafts and short-term loans from financial institutions Cash receipt from issuing ordinary shares-subsidiaries Cash receipt from short-term loans from financial institutions Repayment of short-term loans from financial institutions Cash receipt from short-term loans from related parties Repayment from short-term loans from related parties Dividend payment Netเงิcash นสดสุ used ทธิไinดมfinancing าจาก activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Exchange differences on translating financial statements of foreign operation Cash and cash equivalents at the end of the year
Separate financial statements 2013 2012 (Restated)
884,886.43 2,115,794.68 738,161.82 2,333,451.51 82,020,000.00 82,020,000.00 (6,749,985.00) (42,249,987.50) (79,827,838.64) (82,373,087.68) (68,665,585.20) (81,385,158.63) (8,950.00) (8,950.00) (4,800,000.00) (500,000.00) 3,300,000.00 (78,942,952.21) 1,753,757.00 (76,177,408.38) (39,790,644.62)
14,439,753.59 750,015.00 (45,600,008.10) (30,410,239.51) (18,645,937.03) 25,509,273.92
(7,241,579.51) 250,012.50 10,000,000.00 (51,300,000.00) (48,291,567.01) 5,849,868.20 20,809,480.02
17,400,223.29 (10,000,000.00) (45,600,008.10) (38,199,784.81) (12,499,509.84) 13,212,694.69
(202,049.21) 10,000,000.00 (10,000,000.00) 40,100,000.00 (2,600,000.00) (51,300,000.00) (14,002,049.21) (2,049,230.85) 15,261,925.54
3,765,896.08 10,629,232.96
(1,150,074.30) 25,509,273.92
713,184.85
13,212,694.69
Supplementary information of non-cash items During the year 2013: The Company issued additional ordinary shares in the amount of 37,999,991 shares, Baht 1 per share for issuance stock dividend to shareholders (see Note 19). The Company and subsidiaries purchase property, plant and equipment in the amount of Baht 12.13 million and Baht 8.78 million in the consolidated and separate financial statements, repectively which had not yet been paid. The accompanying notes are an integral part of these financial statements
21
UBIS (ASIA) PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2013 1.
GENERAL INFORMATION UBIS (ASIA) Public Company Limited, “the Company” was incorporated in Thailand under the Civil and Commercial Code on June 17, 1997 and became a public company limited on September 9, 2004. The Company operates the business of industrial chemical production. On May 9, 2007, the Company was listed on the Stock Exchange of Thailand in the “Market for Alternative Investment” (mai). The Company has a registered office at 20 - 22 Narathiwat Ratchanakharin Road, Chong-nonsee, Yannawa, Bangkok and the plant is located at 48/1 Moo 6, Petchkaseam Road, Klong-mai, Sampran, Nakhonprathom.
2.
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The accompanying financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) in accordance with generally accepted accounting principles in Thailand. The presentation of the financial statements has been made in compliance with the stipulations of the Notification of the Department of Business Development dated September 28, 2011, issued under the Accounting Act B.E. 2543. The accompanying financial statements have been prepared in the Thai language and expressed in Thai Baht. Such financial statements have been prepared for domestic reporting purposes. For the convenience of the readers not conversant with the Thai language, an English version of the financial statements has been provided by translating from the Thai version of the financial statements. The preparation of the financial statements in accordance with Thai Financial Reporting Standards requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities that are not readily apparent from other sources. Subsequent actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, and in the period of the revision and future periods, if the revision affects both current and future periods
22
Adoption of new and revised TFRS The Federation of Accounting Professions issued Thai Accounting Standards (“TAS”), Thai Financial Reporting Standard (“TFRS”), Thai Interpretations (“TI”) and Accounting Guidance which are effective for fiscal years beginning on or after January 1, 2013 as follows: TAS/TFRS/TI/FAP’s Announcement
Topic
TAS 12 TAS 20 (revised 2009)
Income Taxes Accounting for Government Grants and Disclosures of Government Assistance The Effects of Changes in Foreign Exchange Rate Operating Segments Government Assistance – No Specific Relation to Operating Activities Income Taxes – Recovery of Revalued NonDepreciable Assets Income Taxes – Changes in the Tax Status of an Enterprise or its Shareholders Accounting Guidance for Transfer and Transferred of Financial Assets
TAS 21 (revised 2009) TFRS 8 TI 10 TI 21 TI 25 No. 34/2555
In the year 2013, the Group has adopted new and revised TFRS which are effective for the financial statements for the period beginning on or after January 1, 2013. Such transition affected the Group’s overall financial position and financial performance as follows: Thai Accounting Standard (TAS) No. 12 – Income taxes The main change introduced by TAS 12 is the requirement to account for deferred tax assets and liabilities in the Group’s financial statements. Deferred tax assets and liabilities are the amounts of income taxes recoverable and payable, respectively, in future periods in respect of temporary differences between the carrying amount of the assets or liabilities in the statement of financial position and the amount attributed to those assets or liabilities for tax purposes; and the carry forward of unused tax losses. The Group adopted TAS 12 with effective from January 1, 2013. The effects of the change were recognized retrospectively in the financial statements and the statements of financial position as at December 31, 2012 and January 1, 2012 and the statements of comprehensive income for the year ended December 31, 2012 were adjusted accordingly. The management estimates that the impact on the financial statements as follows:
23
Unit: Baht Consolidated financial statements December 31, December 31, January 1, 2013 2012 2012 The statements of financial position 9,206,926.76 8,354,769.02 7,539,524.74 Increase in deferred tax assets Increase in retained earnings 9,119,349.17 8,317,579.29 7,539,524.74
Separate financial statements December 31, December 31, January 1, 2013 2012 2012 8,332,025.76
7,937,228.08
7,539,524.74
8,332,025.76
7,937,228.08
7,539,524.74
Increase in non-controlling interests Increase in shareholders' equity
87,577.59 9,206,926.76
37,189.73 8,354,769.02
-
-
7,539,524.74
-
8,332,025.76
7,937,228.08
-
7,539,524.74
Unit : Baht Consolidated financial statements 2013 2012 The statements of comprehensive income for the years ended December 31, Decrease in income tax expense Increase in profit for the years Increase in basic earnings per share (Baht per share)
(852,157.74) 852,157.74 0.004
(815,244.28) 815,244.28 0.004
Separate financial statements 2013 2012
(394,797.68) 394,797.68 0.002
(397,703.34) 397,703.34 0.002
TAS 21 (revised 2009) – The effects of changes in foreign exchange rates The main change introduced by TAS 21 (revised 2009) is the introduction of the concept of functional currency, which is defined as the currency of the primary economic environment in which the entity operates and presentation currency. TAS 21 (revised 2009) requires the entity to determine its functional currency and translation method of foreign currency items into its functional currency and presentation currency, reporting the effects of such translation in accordance with the provisions of TAS 21 (revised 2009). Foreign currencies are defined by TAS 21 (revised 2009) as all currencies other than the entity’s functional currency. Management has determined that the functioned currency of the Company and its subsidiaries in Thailand is Thai Baht and foreign operation is Renminbi. However, the translation of foreign operation required to recognize the exchange difference from such translation in the other comprehensive income. The effects of the change were recognized retrospectively in the financial statements and the statements of financial position as at December 31, 2012 and January 1, 2012 and the statements of comprehensive income for the year ended December 31, 2012 were adjusted accordingly. The management estimates that the impact on the financial statements as follows:
24
Unit: Baht Consolidated financial statements December 31, 2013 December 31, 2012 January 1, 2012 The statements of financial position Increase (decrease) in inventories Increase in property, plant and equipment Increase (decrease) in total assets Increase (decrease) in other component of shareholders' equity Increase (decrease) in retained earnings Increase (decrease) in shareholders' equity
3,645,439.90 (3,645,439.90) -
(93,876.68) 5,065.55 (88,811.13) (120,456.18) 31,645.05 (88,811.13)
1,481,249.45 11,031.36 1,492,280.81 1,029,614.74 462,666.07 1,492,280.81
Unit: Baht Consolidated financial statements 2013 2012 The statements of comprehensive income for the years ended December 31, Decrease in other income Increase (decrease) in other comprehensive income
3,765,896.08
(431,021.02) (1,150,070.92)
New and revised Thai Financial Reporting Standards not yet effective The Group has not yet adopted the new and revised Thai Financial Reporting Standards as follows: a) Thai Accounting Standards (“TAS”), Thai Financial Reporting Standards (“TFRS”), Thai Financial Reporting Interpretations (“TFRI”) and Thai Interpretations (“TI”) which are effective for the financial statements for the period beginning on or after January 1, 2014 as follows: TAS/TFRS/TFRI/TI TAS 1 (revised 2012) TAS 7 (revised 2012) TAS 12 (revised 2012) TAS 17 (revised 2012) TAS 18 (revised 2012) TAS 19 (revised 2012) TAS 21 (revised 2012) TAS 24 (revised 2012)
Topic Presentation of Financial Statements Statement of Cash Flows Income Taxes Leases Revenue Employee Benefits The Effects of Changes in Foreign Exchange Rate Related Party Disclosures
25
TAS/TFRS/TFRI/TI TAS 28 (revised 2012) TAS 31 (revised 2012) TAS 34 (revised 2012) TAS 36 (revised 2012) TAS 38 (revised 2012) TFRS 2 (revised 2012) TFRS 3 (revised 2012) TFRS 5 (revised 2012)
Topic Investments in Associates Interests in Joint Venture Interim Financial Reporting Impairment of Assets Intangible assets Share-based Payment Business Combinations Non-current Assets Held for Sale and Discontinued Operations Operating Segments Changes in Existing Decommissioning, Restoration and Similar Liabilities Determining whether an Arrangement contains a Lease Rights to Interests arising from Decommission, Restoration and Environmental Rehabilitation Funds Applying the Restatement Approach under TAS 29 Financial Reporting in Hyperinflationary Economies Interim Financial Reporting and Impairment Service Concession Arrangements Customer Loyalty Programmes Distributions of Non-cash Assets to Owners Transfers of Assets from Customers Operating Leases-Incentives Evaluating the Substance of Transactions Involving the Legal Form of a Lease Disclosure-Service Concession Arrangements Intangible Assets-Web Site Costs
TFRS 8 (revised 2012) TFRI 1 TFRI 4 TFRI 5 TFRI 7 TFRI 10 TFRI 12 TFRI 13 TFRI 17 TFRI 18 TI 15 TI 27 TI 29 TI 32
The management of the Group is assessing the impacts of these standards and interpretations on the financial statements for the year in which they are initially applied.
26
b) Thai Financial Reporting Standard (TFRS) which is effective for the financial statements for the period beginning on or after January 1, 2016 as follows: TFRS
Topic
TFRS 4
Insurance Contracts
The management of the Group is assessing the impacts of this standard on the financial statements for the year in which it is initially applied. BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements consisted of the financial statements of UBIS (ASIA) Public Company Limited, and subsidiaries (together referred to as “the Group”) as follows: Subsidiaries Vita International Trading (Guangzhou) Co., Ltd. UBIS PRIMATECH Co., Ltd. UBIS ALL Co., Ltd.
Located in
Business Type
People’s Republic of China Sales of industrial chemical Thailand Production and sales industrial chemical Thailand Sales raw material for food industry
Percentage of holding (%) 2013 99.99 99.99
2012 99.99 99.99
89.99
89.99
All significant intercompany transactions and accounts are eliminated in preparing the consolidated financial statements. Subsidiaries are an entity controlled by the Company. Control exists when the Company has the power, directly or indirectly to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The preparation of the consolidated financial statements has been based on the same accounting policies for the same or similar accounting transactions or accounting events. The consolidated financial statements for the years ended December 31, 2013 and 2012 (restated), which included the financial statements of an overseas subsidiary were audited by another auditor, with total assets as at December 31, 2013 and 2012 (restated) of Baht 97.72 million and Baht 89.28 million, respectively, constituting 18.24 percent and 18.85 percent, respectively, of the consolidated total assets and total revenues for the years then ended amounting to Baht 143.94 million and Baht 152.86 million, respectively, constituting 19.82 percent and 20.08 percent, respectively, of the consolidated total revenues.
27
3.
SIGNIFICANT ACCOUNTNG POLICIES The measurement bases used in preparing the financial statements Other than those disclosed elsewhere in the summary of significant accounting policies and other notes to the financial statements, the financial statements are prepared on the historical cost basis. Revenue Sale of goods Revenue excluding value added taxes is arrived at after deduction of trade discounts. Revenue is recognized in the statement of comprehensive income when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognized if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Interest income and other income Interest income is recognized as interest accrues, based on the effective rate method. Other incomes are recognized on an accrual basis. Dividend income Dividend income is recognized when the right to receive the dividend is established. Expenses Expenses are recognized on an accrual basis. Operating leases Payments made under operating leases are recognized in the statement of comprehensive income on a straight line basis over the term of the lease. Lease incentives received are recognized in the statement of comprehensive income as an integral part of the total lease payments made. Contingent rentals are charged to the statement of comprehensive income in the accounting period in which they are incurred. Finance costs Interest expenses and similar costs are charged to the statement of comprehensive income in the period in which they are incurred, except to the extent that they are capitalized as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognized in the statement of comprehensive income using the effective interest rate method.
28
Employee benefits Short-term benefits The Group recognized salaries, wages, bonus and social security contribution as expenses when incurred. Post-employment benefits – defined contribution plan The Company operates a provident fund that is a defined contribution plan. The assets of which are held in a separate trust fund. The provident fund is funded by payments from employees and the relevant company. Contributions to the provident fund are charged to the statement of comprehensive income in the period to which they relate. Post-employment benefits – defined benefit plan The employee benefits liabilities for severance payment as the labor law is recognized as a charge to results of operations over the employee’s service period. It is calculated by estimating the amount of future benefit earned by employees in return for service provided to the Group in the current and future periods, with such benefit being discounted to determine the present value. The reference point for setting the discount rate is the yield rate of government bonds as at the reporting date. The calculation is performed by actuarial technique using the Projected Unit Credit Method. When the employee benefits are improved, the portion of the increased benefit relating to past service by employees is recognized in the statement of comprehensive income on a straight-line basis over the average year until the benefits become vested. When the actuarial assumptions are changed, the Group recognizes all actuarial gains (losses) in the profit or loss in the year in which they arise. Cash and cash equivalents Cash and cash equivalents are cash on hand, tax coupons, current deposits and savings deposits, cash at bank with an original maturity not more than 3 months and short-term investments with high liquidity net of deposits at bank on obligation. Trade and other receivables Trade and other receivables are stated at their invoice value less allowance for doubtful accounts. Trade accounts receivable are stated at the net realizable 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 debtor aging. In determined an allowance for doubtful accounts, the management needs to make judgment for estimated losses for each outstanding debtor. The allowances for doubtful accounts are determined through a combination of analysis of debt aging, collection experience, and taking into account change in the current economic conditions. However, the use of different estimates and assumptions could affect the amounts of allowances for receivable losses and adjustments to the allowances may therefore be required in the future.
29
Inventories Inventories are valued at the lower of weighted average cost or net realizable value. Cost comprises all costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories, cost includes an appropriate share of overhead based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business less the costs to make the sale. An allowance is made for all deteriorated, damaged, obsolete and slow-moving inventories. Investments in subsidiaries Investments in subsidiaries in the separate financial statements of the Company are accounted for using the cost method less loss on impairment of investments in subsidiaries (if any). Property, plant and equipment Land is stated at cost less allowance for impairment loss (if any). Buildings are stated at cost less accumulated depreciation and allowance for impairment loss (if any). Depreciation is computed by the straight-line basis over the period of the rental agreement (see Note 4) estimated 9 years. Equipment is stated at cost less accumulated depreciation and allowance for impairment loss (if any). Depreciation is computed by the straight-line method based on the useful lives of assets as follows: Years 5 and 8.50 5 5
Fixtures and office equipment Machinery and equipment Vehicles
Repairs and maintenance are charged to the statement of comprehensive income during the financial year in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits will be more than one period. Major renovations are depreciated over the remaining useful life of the related asset. Gains and losses on disposals are determined by comparing the net proceeds with carrying amount and are included in statement of comprehensive income.
30
Intangible assets Intangible assets are stated at cost less accumulated amortization and loss from impairment (if any). Amortization Amortization is charged to the statement of comprehensive income on a straight-line basis from the date that intangible assets are available for use over the estimated useful lives of the assets. The estimated useful lives are as follows Years Trademark 5 Software licences 5 Impairment of assets The carrying amounts of the Group’s assets are reviewed at the end of each reporting period date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognized in the statement of comprehensive income unless it reverses a previous revaluation credited to equity, in which case it is charged to shareholders’ equity. Calculation of recoverable amount The recoverable amount is the greater of the assets’ fair value less cost to sell and value in use. In assessing 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. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. Foreign currencies accounts Functional and presentation currency The financial statements of each entity within the Group are presented in the functional currency which is the currency of the primary economic environment in which the entity operates. The financial statements of the Group are presented in the presentation currency as Thai Baht in accordance with the regulatory requirements in Thailand. The functional currency of the Company and its subsidiaries in Thailand is Thai Baht, whereas the functional currency of foreign operation is Rimini. Foreign currency transactions 31
Transactions in foreign currencies are translated into the functional currencies using the exchange rate at the date of transactions. Monetary assets and liabilities denominated in foreign currencies at the end of reporting period date are translated into the functional currency using the exchange rate at the end of reporting period date. Gain or loss on translating is recognized in profit or loss. Non-monetary assets and liabilities measured at cost in foreign currencies at the end of reporting period date are translating into the functional currency using the exchange rate at the date of transaction. Translation of the Group’s financial statements The financial statements of the Group are translated into the presentation currency using the following exchange rate: - The Group’s assets and liabilities are translated at the closing rate as at the end of reporting period date. - The Group’s revenues and expenses are translated at the average exchange rates during the periods which are approximate The exchange rates at the dates of transactions; and - Share capital is translated at historical rates. Exchange differences on translating financial information are recognized in the other comprehensive income and presented in the exchange differences as a separate component of shareholders’ equity until the disposal of the foreign operation. Income tax Income tax expense for the years comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they relate to items recognised directly in shareholders’ equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the years, using tax rates enacted or substantively enacted at the end of reporting period date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the end of reporting period date. In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change their judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the years that such a determination is made.
32
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at the end of reporting period date and reduced to the extent that it is no longer probable that the related tax benefit will be realised. Dividends Dividend and interim dividend payment are recorded in the consolidated and separate financial statements in the period in which they are approved by the Ordinary General Meeting of Shareholders and the Board of Directors’ Meeting. Basic earnings per share Basic earnings per share is determined by dividing net profits attributable to ordinary shareholders for the years by the weighted average number of ordinary shares during the years. Basic earnings per share for the years ended December 31, 2013 and 2012 are calculated as follows: Consolidated financial statements 2013 2012 (Restated) Profit attributable to ordinary shareholders of the parent Number of ordinary share outstanding at beginning of period (Before adjusting stock dividend) Effect of issuance stock dividend On May 17, 2013 Weighted average number of ordinary shares outstanding during the year (Basic)
Separate financial statements 2013 2012 (Restated)
87,082,583.44
75,140,902.99
100,532,767.80
81,101,420.32
190,000,000.00
190,000,000.00
190,000,000.00
190,000,000.00
37,999,991.00
37,999,991.00
37,999,991.00
37,999,991.00
227,999,991.00
227,999,991.00
227,999,991.00
227,999,991.00
0.38
0.33
0.44
0.36
Basic earnings per share (Baht per share)
On May 17, 2013, the Company issued stock dividend of 37,999,991 shares, which the Company calculated basic earnings per share for the financial statements for the years ended December 31, 2013 and 2012 which adjusted the number of ordinary shares outstanding before issuance stock dividend with the effect of issuance stock dividend, as if the stock dividend had occurred since January 1, 2012.
33
Provisions A provision is recognized in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 4. RELATED PARTY TRANSACTIONS OR BALANCES The Company has transactions with related parties. These parties are related through common shareholders and/or directorships. Transactions with related parties as included in the financial statements are determined at the prices in line occurring in the normal course of business based on the market price in general or the price as stipulated in the agreement if no market price exists. The significant balances of assets, liabilities, and other transactions that occurred with those parties are shown as follows: Transactions with related parties for the years ended December 31, 2013 and 2012.
Unit : Baht Separate financial statements 2013 2012
Consolidated financial statements 2013 2012 Subsidiaries Vita International Trading (Guangzhou) Co., Ltd. Revenues from sales of goods UBIS PRIMATECH Co., Ltd. Interest expense UBIS ALL Co., Ltd. Interest income Interest expense Related persons (directors/shareholders) Rent of fixed assets
-
-
115,788,158.93
119,887,130.42
-
-
342,712.34
119,369.86
-
-
8,416.42 -
871.22
5,510,340.00
5,572,050.00
5,510,340.00
34
5,572,050.00
Balance with related parties as at December 31, 2013 and 2012. Unit : Baht Consolidated financial statements 2013 2012 Subsidiaries Vita International Trading (Guangzhou) Co., Ltd. Trade account receivable UBIS ALL Co., Ltd. Short-term loan to related party UBIS PRIMATECH Co., Ltd. Other payables Short-term loan from related party Related persons (directors/shareholders) Deposit for rental of fixed assets
Separate financial statements 2013 2012
-
-
56,673,470.28
38,914,981.72
-
-
2,000,000.00
500,000.00
-
-
22,715.75 27,500,000.00
37,500,000.00
2,070,000.00
2,070,000.00
2,070,000.00
2,070,000.00
Short-term loan to related party Movement of short-term loan to related party for the years ended December 31, 2013 and 2012 consisted of: Unit : Baht Separate financial statements 2013 2012 500,000.00 4,800,000.00 500,000.00 (3,300,000.00) 2,000,000.00 500,000.00
Balance as at the beginning of the years Increase during the years Decrease during the years Balance as at the end of the years
Short-term loan to related party of the Company was the loan from promissory notes, due at call with interest rate charged at 1% per annum
35
Short-term loan from related parties Movement of short-term loan from related parties for the years ended December 31, 2013 and 2012 consisted of: Unit : Baht Separate financial statements 2013 2012 37,500,000.00 40,100,000.00 (10,000,000.00) (2,600,000.00) 27,500,000.00 37,500,000.00
Balance as at the beginning of the years Increase during the years Decrease during the years Balance as at the end of the years
Short-term loan from related parties of the Company was the loan from promissory notes, due at call with interest rate charged at 1% per annum. Key management personnel compensation Key management personnel compensation for the years ended December 31, 2013 and 2012 consisted of: Unit : Baht Consolidated financial statements and separate financial statements 2013 2012 Short-term benefits
40,301,520.00
47,396,390.89
Post-employment benefits Total key management personnel compensation
3,518,635.81 43,820,155.81
3,974,535.22 51,370,926.11
Significant agreements with related parties Assets lease agreement -
On May 1, 2005, the Company entered into a rental agreement for land and property with a related party (the shareholders), which started from May 1, 2005 to December 31, 2013 with the fee in the amount of Baht 220,000 per month and a deposit for the rental in the amount of Baht 1,320,000. The fee can be revised every 3 years, at the increase rate of 10%. On June 24, 2013, the Company entered into a supplement rental agreement for land and property with the related party to renew of the lease term from January 1, 2014 to June 30, 2014 with the rental rate from January 1, 2014 to March 31, 2014 in the amount of Baht 292,800 per month and from April 1, 2014 to June 30, 2014 in the amount of Baht 500,000 per month.
36
-
On May 1, 2005, the Company entered into a rental agreement for land and building with a related party (directors), which started from May 1, 2005 to December 31, 2013 with the fee in the amount of Baht 125,000 per month and a deposit for the rental in the amount of Baht 750,000. The fee can be revised every 3 years, at the increase rate of 10%. On June 25, 2013, the Company entered into a supplement rental agreement for land and property with the related party to make the renewal of the lease term in every 3 years, unless either party noticed in written advance to the other party at least six months before the expiration of each lease term and determined the rental rate in the amount of Baht 166,375 per month, which can be increased at the increase rate 10 percent of each renewal lease.
Directors’ remuneration Directors’ remuneration represents benefits paid to the director of the Company in accordance with Section 90 of the Public Company Limited Act, exclusive of salaries and related benefit payable to directors who hold executive positions. Directors’ remuneration for the years ended December 31, 2013 and 2012 in the amount of Baht 0.50 million and Baht 0.50 million, respectively in the separate financial statements. Nature of relationship
Name Vita International Trading (Guangzhou) Co., Ltd. UBIS PRIMATECH Co., Ltd. UBIS ALL Co., Ltd. Related persons
Country People's Republic of China Thailand Thailand Thailand
Relation Subsidiary Subsidiary Subsidiary Related persons
Type of relation Direct shareholders Direct shareholders Direct shareholders Directors and shareholders
Bases of measurement for intercompany revenues and expenses
Pricing Policies Revenues from sales of goods Vita International Trading (Guangzhou) Co., Ltd. Interest income UBIS ALL Co., Ltd. Interest expense UBIS PRIMATECH Co., Ltd. UBIS ALL Co., Ltd. Rent of fixed assets Related persons Directors' remuneration
Market price comparable to the selling price with third parties Interest rate at 1% per annum Interest rate at 1% per annum Interest rate at 1% per annum Contractually agreed prices As determined at the rate approved by the directors and the shareholders
37
5. CASH AND CASH EQUIVALENTS Cash and cash equivalents as at December 31, 2013 and 2012 consisted of: Unit : Baht
Cash Savings deposits Current deposits Total
Consolidated financial statements 2013 2012 424,362.11 309,392.70 10,166,242.46 24,891,115.37 38,628.39 308,765.85 10,629,232.96 25,509,273.92
Separate financial statements 2013 2012 216,670.92 213,275.81 467,632.01 12,695,353.03 28,881.92 304,065.85 713,184.85 13,212,694.69
The currency denomination of cash and cash equivalents as at December 31, 2013 and 2012 was as follows: Unit : Baht
Currencies Thai Baht US Dollars EURO Renminbi Other Total
Consolidated financial statements 2013 2012 1,819,553.65 15,488,858.48 218,809.89 260,763.54 40,912.41 7,635.35 8,494,143.08 9,698,834.68 55,813.93 53,181.87 10,629,232.96 25,509,273.92
Separate financial statements 2013 2012 394,903.17 12,888,125.11 218,809.89 260,763.54 40,912.41 7,635.35 2,745.45 2,988.82 55,813.93 53,181.87 713,184.85 13,212,694.69
6. TRADE AND OTHER RECEIVABLES Trade and other receivables as at December 31, 2013 and 2012 consisted of: Unit : Baht
Trade accounts receivable-other parties Trade accounts receivable-related party Total Less Allowance for doubtful accounts Net
Consolidated financial statements 2013 2012 204,296,094.29 217,911,464.15 204,296,094.29 217,911,464.15 (1,267,008.71) (1,518,020.69) 203,029,085.58 216,393,443.46
Separate financial statements 2013 2012 145,301,971.78 162,861,923.28 56,673,470.28 38,914,981.72 201,975,442.06 201,776,905.00 (1,038,202.14) 201,975,442.06 200,738,702.86
Other receivables-other parties Net
16,193,775.54 219,222,861.12
10,309,844.02 212,285,286.08
38
10,489,908.55 226,883,352.01
10,161,263.38 210,899,966.24
Movements of allowance for doubtful accounts for the years ended December 31, 2013 and 2012 were as follows: Unit : Baht
Balance as at the beginning Add Doubtful accounts Add Exchange differences Less Reversals of allowance for doubtful accounts Balance as at the end
Consolidated financial statements 2013 2012 1,518,020.69 1,465,337.39 731,525.32 26,047.09 55,664.84 26,636.21 (1,038,202.14) 1,267,008.71 1,518,020.69
Separate financial statements 2013 2012 1,038,202.14 1,038,202.14 (1,038,202.14) 1,038,202.14
The Group had outstanding balances of trade accounts receivable as at December 31, 2013 and 2012 aged by numbers of month as follows: Unit : Baht Consolidated financial statements 2013 2012
Separate financial statements 2013 2012
Trade accounts receivable-other parties Current Overdue Less than or up to 3 months Over 3 months up to 6 months Over 6 months up to 12 months Over 12 months Total Less Allowance for doubtful accounts Trade accounts receivable-other parties - net Trade accounts receivable-related party Current Total
155,706,544.00
177,100,780.30
108,512,602.35
128,489,793.06
42,293,309.74 1,334,393.38 4,455,018.80 506,828.37 204,296,094.29 (1,267,008.71) 203,029,085.58
39,812,576.23 479,884.30 31,465.35 486,757.97 217,911,464.15 (1,518,020.69) 216,393,443.46
31,705,894.36 651,821.64 4,431,653.43 145,301,971.78 145,301,971.78
34,293,217.72 78,912.50 162,861,923.28 (1,038,202.14) 161,823,721.14
56,673,470.28 56,673,470.28
38,914,981.72 38,914,981.72
Net
203,029,085.58
201,975,442.06
200,738,702.86
-
39
216,393,443.46
7. INVENTORIES Inventories as at December 31, 2013 and 2012 consisted of: Unit : Baht
Raw materials Work in process Finished goods Raw materials in transit Finished goods in transit Total Less Allowance for devaluation of inventories Net
Consolidated financial statements 2013 2012 (Restated) 41,352,028.54 56,014,281.10 3,445,036.91 3,402,966.53 53,071,428.47 44,549,637.34 7,958,061.02 11,170,714.25 4,671,498.23 110,498,053.17 115,137,599.22 (1,268,114.26) (1,265,819.04) 109,229,938.91 113,871,780.18
Separate financial statements 2013 2012 41,352,028.54 3,445,036.91 28,756,531.77 7,958,061.02 4,415,098.23 85,926,756.47 (251,000.00) 85,675,756.47
56,014,281.10 3,402,966.53 26,204,159.63 11,170,714.25 96,792,121.51 (117,820.61) 96,674,300.90
Movements of allowance for devaluation of inventories for the years ended December 31, 2013 and 2012 were as follows: Unit : Baht
Balance as at the beginning Add Loss on devaluation of inventories Less Reversals of allowance for devaluation of inventories Add Exchange differences Balance as at the end
Consolidated financial statements 2013 2012 1,265,819.04 761,849.54 133,179.39 475,916.71 (240,963.31) 110,079.14 28,052.79 1,268,114.26 1,265,819.04
40
Separate financial statements 2013 2012 117,820.61 117,820.61 133,179.39 251,000.00 117,820.61
8. INVESTMENTS IN SUBSIDIARIES Investments in subsidiaries stated by the cost method, as at December 31, 2013 and 2012 consisted of:
Unit : Baht Paid-up share capital 2013 2012 Subsidiaries Vita International Trading (Guangzhou) Co., Ltd. UBIS PRIMATECH Co., Ltd. UBIS ALL Co., Ltd. Total
53,105,472.67 40,000,000.00 10,000,000.00
Percentage of holding (%) 2013 2012
53,105,472.67 40,000,000.00 2,500,000.00
99.99 99.99 89.99
99.99 99.99 89.99
Book value 2013
2012
38,027,500.00 39,999,992.50 8,999,980.00 87,027,472.50
38,027,500.00 39,999,992.50 2,249,995.00 80,277,487.50
On May 10, 2012 and May 30, 2012, the Company registered to establish two subsidiaries in order to expand business. Two subsidiaries are UBIS ALL Co., Ltd. and UBIS PRIMATECH Co., Ltd. that have the registered capital of Baht 10 million and Baht 20 million, respectively, at par value of Baht 10 per share, with 89.99% of shareholding and 99.99% of shareholding respectively. At the Board of Directors’ Meeting held on August 28, 2012, a resolution was approved on the additional investment in UBIS PRIMATECH Co., Ltd. which increased the registered capital from the previous registered capital of Baht 20 million to Baht 160 million. At present, the Company paid subscription share of UBIS ALL Co., Ltd. and UBIS PRIMATECH Co., Ltd. in the amount of Baht 2.50 per share, totaling Baht 2.25 million and Baht 40 million respectively. On June 26, 2013, the Company paid remaining subscription share in 75% of registered capital of UBIS ALL Co., Ltd. As a result, such investment in subsidiary was in the amount of Baht 8,999,980. Subsequently, the non-controlling shareholders paid remaining subscription share in 75% of registered capital of UBIS ALL Co., Ltd. As a result, the paid-up share capital of subsidiary was in the amount of Baht 10,000,000. 9. RESTRICTED DEPOSITS AT FINANCIAL INSTITUTIONS As at December 31, 2013 and 2012, the Company’s cash at bank in the amount of Baht 0.81 million and Baht 0.40 million, respectively in the consolidated and separate financial statements was used as collateral for a letter of guarantee issued by a bank (see Note 24).
41
10. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as at December 31, 2013 and 2012 consisted of:
Land and land improvements Cost At January 1, 2012 (Restated) Purchase/Transfer in Disposals/Transfer out Exchange differences At December 31, 2012 (Restated) Purchase/Transfer in Disposals/Transfer out Exchange differences At December 31, 2013
75,951,000.00 75,951,000.00 75,951,000.00
Building and building improvements 13,159,541.16 13,159,541.16 13,159,541.16
Unit : Baht Consolidated financial statements Machinery Vehicles and equipment
Fixtures and office equipment 9,780,871.99 795,513.68 (857,891.22) (11,558.68) 9,706,935.77 931,364.07 52,708.03 10,691,007.87
42
12,926,306.39 931,349.00 (37,603.74) 13,820,051.65 488,755.00 14,308,806.65
20,712,031.96 4,516,100.00 25,228,131.96 25,228,131.96
Machinery and equipment under installation 18,758,678.01 18,758,678.01
Building under construction 413,525.00 (234,400.00) 179,125.00 71,776,976.34 71,956,101.34
Total
56,578,751.50 82,607,487.68 (1,129,894.96) (11,558.68) 138,044,785.54 91,955,773.42 52,708.03 230,053,266.99
Land and land improvements Accumulated depreciation At January 1, 2012 (Restated) Depreciation Disposals/Transfer out Exchange differences At December 31, 2012 (Restated) Depreciation Disposals/Transfer out Exchange differences At December 31, 2013 Net book value At December 31, 2012 (Restated) At December 31, 2013
75,951,000.00 75,951,000.00
Building and building improvements
Unit : Baht Consolidated financial statements Machinery Vehicles and equipment
Fixtures and office equipment
9,878,592.14 1,603,632.24 11,482,224.38 1,604,305.27 13,086,529.65
8,230,321.30 762,540.39 (857,809.22) (5,592.76) 8,129,459.71 841,199.98 42,024.52 9,012,684.21
11,183,996.72 823,399.01 (37,601.74) 11,969,793.99 582,721.50 12,552,515.49
7,893,628.01 2,688,085.39 10,581,713.40 2,387,263.46 12,968,976.86
1,677,316.78 73,011.51
1,577,476.06 1,678,323.66
1,850,257.66 1,756,291.16
14,646,418.56 12,259,155.10
43
Machinery and equipment under installation 18,758,678.01
Building under construction 179,125.00 71,956,101.34
Total
37,186,538.17 5,877,657.03 (895,410.96) (5,592.76) 42,163,191.48 5,415,490.21 42,024.52 47,620,706.21 95,881,594.06 182,432,560.78
Land and land improvements Cost At January 1, 2012 Purchase/Transfer in Disposals/Transfer out At December 31, 2012 Purchase/Transfer in Disposals/Transfer out At December 31, 2013 Accumulated depreciation At January 1, 2012 Depreciation Disposals/Transfer out At December 31, 2012 Depreciation Disposals/Transfer out At December 31, 2013 Net book value At December 31, 2012 At December 31, 2013
75,951,000.00 75,951,000.00 75,951,000.00 75,951,000.00 75,951,000.00
Building and building improvements
Unit : Baht Separate financial statements Machinery Vehicles and equipment
Fixtures and office equipment
13,159,541.16 13,159,541.16 13,159,541.16
9,260,434.82 707,684.63 (857,891.22) 9,110,228.23 865,134.60 9,975,362.83
12,926,306.39 931,349.00 (37,603.74) 13,820,051.65 488,755.00 14,308,806.65
20,712,031.96 3,616,000.00 24,328,031.96 24,328,031.96
9,878,592.14 1,603,632.24 11,482,224.38 1,604,305.27 13,086,529.65
7,877,018.44 717,434.35 (857,809.22) 7,736,643.57 787,587.87 8,524,231.44
11,183,996.72 823,399.01 (37,601.74) 11,969,793.99 582,721.50 12,552,515.49
7,893,628.01 2,640,289.83 10,533,917.84 2,277,243.49 12,811,161.33
1,677,316.78 73,011.51
1,373,584.66 1,451,131.39
1,850,257.66 1,756,291.16
13,794,114.12 11,516,870.63
44
Machinery and equipment under installation 4,312,606.00 4,312,606.00 4,312,606.00
Building under construction 413,525.00 (234,400.00) 179,125.00 71,776,976.34 71,956,101.34 179,125.00 71,956,101.34
Total
56,058,314.33 81,619,558.63 (1,129,894.96) 136,547,978.00 77,443,471.94 213,991,449.94 36,833,235.31 5,784,755.43 (895,410.96) 41,722,579.78 5,251,858.13 46,974,437.91 94,825,398.22 167,017,012.03
Depreciation for the years ended December 31, 2013 and 2012 as shown in statements of comprehensive income.
Unit : Baht Consolidated financial statements Separate financial statements 2013 2012 2013 2012 (Restated) Depreciation Cost of sales Selling expenses Administrative expenses Total
2,257,501.56 851,986.97 2,306,001.68 5,415,490.21
2,922,899.18 937,380.76 2,017,377.09 5,877,657.03
2,257,501.56 851,986.97 2,142,369.60 5,251,858.13
2,922,899.18 937,380.76 1,924,475.49 5,784,755.43
As at December 31, 2013 and 2012, the Group had carrying amount before less accumulated depreciation of building and equipment which have been fully depreciated and still in use as follows:
Building and equipment
Unit : Baht Consolidated financial statements Separate financial statements 2013 2012 2013 2012 29,232,762.04 17,545,893.49 28,874,557.96 17,213,265.35
The Company has rented land including buildings and partial equipment from related parties (see Note 4). The Subsidiary has rented office building area with a company for the period of 1 year from November 16, 2013 to November 15, 2014 in the rate of Renminbi 0.009 million per month. The Subsidiary entered into rental warehouse area agreement with a company from June 1, 2013 onwards until the amendment of agreement. The rental fee is as stipulated in the agreement. As at December 31, 2013, the Company’s land including construction to be occurred in the future which were carrying amount in the amount of Baht 147.91 million were pledged as collateral for long-term loans from financial institution (see Note 14).
45
11. INTANGIBLE ASSETS Intangible assets as at December 31, 2013 and 2012 consisted of:
Unit : Baht Consolidated financial statements and separate financial statements Trademarks Software Total licences Cost At January 1, 2012 Additions/Tranfer in Disposals/Tranfer out At December 31, 2012
200,000.00 200,000.00
634,965.00 8,950.00 643,915.00
834,965.00 8,950.00 843,915.00
Additions/Tranfer in Disposals/Tranfer out At December 31, 2013
200,000.00
643,915.00
843,915.00
Accumulated amortization At January 1, 2012
200,000.00
445,792.53
645,792.53
85,029.09
85,029.09
Amortization
-
Disposals/Tranfer out
-
At December 31, 2012
200,000.00
Amortization
-
Disposals/Tranfer out
-
At December 31, 2013
200,000.00
-
-
530,821.62
730,821.62
35,660.69
35,660.69
-
-
566,482.31
766,482.31
Net book value At December 31, 2012
-
113,093.38
113,093.38
At December 31, 2013
-
77,432.69
77,432.69
Amortization for the years ended December 31, 2013 and 2012 in the amount of Baht 0.04 million and Baht 0.09 million, respectively, was included in administrative expenses.
46
12. DEFERRED TAX Deferred tax as at December 31, 2013 and 2012 were consisted of:
Unit: Baht Consolidated financial statements 2013 2012 9,206,926.76 8,354,769.02 9,206,926.76 8,354,769.02
Deferred tax assets Deferred tax liabilities Deferred tax assets - net
Separate financial statements 2013 2012 8,332,025.76 7,937,228.08 8,332,025.76 7,937,228.08
Movements in deferred tax during the years were as follows:
Unit: Baht Consolidated financial statements Separate financial statements At January 1, Profit At December 31, At January 1, Profit At December 31, 2013 (loss) 2013 2013 (loss) 2013 Deferred tax assets Provision for employee obligations Tax loss carry forward Total
7,951,910.77 402,858.25 8,354,769.02
408,050.25 444,107.49 852,157.74
8,359,961.02 846,965.74 9,206,926.76
7,937,228.08 7,937,228.08
394,797.68 394,797.68
8,332,025.76 8,332,025.76
Unit: Baht Consolidated financial statements Separate financial statements At January 1, Profit At December 31, At January 1, Profit At December 31, 2012 (loss) 2012 2012 (loss) 2012 Deferred tax assets Provision for employee benefit obligations Tax loss carry forward Total
7,539,524.74 7,539,524.74
412,386.03 402,858.25 815,244.28
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7,951,910.77 7,539,524.74 402,858.25 8,354,769.02 7,539,524.74
397,703.34 397,703.34
7,937,228.08 7,937,228.08
13. OTHER NON-CURRENT ASSETS Other non-current assets as at December 31, 2013 and 2012 consisted of: Unit : Baht
Guarantee for asset rental (see Note 4) Other guarantee Leasehold - net Net
Consolidated financial statements 2013 2012 2,070,000.00 2,070,000.00 384,853.33 350,191.26 30,241.56 2,454,853.33 2,450,432.82
Separate financial statements 2013 2012 2,070,000.00 2,070,000.00 4,000.00 4,000.00 30,241.56 2,074,000.00 2,104,241.56
14. BANK OVERDRAFTS, SHORT–TERM LOANS FROM FINANCIAL INSTITUTIONS AND CREDIT FACILITIES Bank overdrafts and short–term loans from financial institutions as at December 31, 2013 and 2012 consisted of:
Unit : Baht
Bank overdrafts Short-term loans Total
Consolidated financial statements 2013 2012 3,304,334.95 158,466.45 14,254,354.79 2,960,469.70 17,558,689.74 3,118,936.15
Separate financial statements 2013 2012 3,304,334.95 158,466.45 14,254,354.79 17,558,689.74 158,466.45
The Company had credit facilities from financial institutions in the amount of Baht 371 million without collateral which consisted of bank overdrafts in the amount of Baht 163 million referred with the interest rate of minimum overdraft rate (MOR and prime rate) per annum, loans from promissory notes in the amount of Baht 100 million referred with interest rate of maximum interest rate of money market rate (MMR) per annum and the interest rate of minimum loan rate (MLR) per annum, Letter of credit/trust receipt in the amount of Baht 51 million referred with interest rate of maximum interest rate of money market rate (MMR) per annum, forward foreign currency in the amount of USD 3.75 million and Baht 178 million and packing credit and outward bill purchase in the amount of Baht 10 million referred with the interest rate of minimum loan rate (MLR) per annum and trade finance facilities in the amount of Baht 47 million. On October 16, 2013, the Company entered into the long-term loan agreement with a domestic commercial bank in the total amount of Baht 150 million for purchase of land amounting to Baht 70 million and plant construction amounting to Baht 80 million which is withdrawn according to the progress of identified project and the last withdrawn will be within June 2014. The long-term loan agreement will be for a period of 7 years with interest rate at MLR adjusted by certain margins per annum which determined the monthly interest repayment and principal repayment in 72 installments and grace period 1 year
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from the first withdrawn. The loans are pledged by land including construction to be occurred in the future and the Company will maintain Debt Service Coverage Ratio (DSCR) not lower than 1.20 times. The subsidiary had forward foreign currency in the amount of USD 0.40 million and loans from promissory notes and trust receipt in the amount of Baht 10 million referred with interest rate of minimum interest rate of prime rate per annum which are guaranteed by the parent company. 15. TRADE AND OTHER PAYABLES Trade and other payables as at December 31, 2013 and 2012 consisted of: Unit : Baht
Trade accounts payable - Domestic Trade accounts payable - Overseas Post-date cheque Total trade accounts payable Other payables Total trade and other payables
Consolidated financial statements 2013 2012 32,819,344.21 45,009,466.87 18,230,891.40 24,494,181.04 29,693,396.76 22,442,018.23 80,743,632.37 91,945,666.14 25,238,933.31 105,982,565.68
15,690,667.99 107,636,334.13
Separate financial statements 2013 2012 32,819,344.21 45,009,466.87 18,230,891.40 24,494,181.04 29,693,396.76 22,442,018.23 80,743,632.37 91,945,666.14 20,161,080.27 100,904,712.64
14,783,955.72 106,729,621.86
16. EMPLOYEE BENEFIT OBLIGATIONS Employee benefit obligations in the statements of financial position as at December 31, 2013 and 2012 consisted of: Unit : Baht Consolidated financial statements 2013 2012 Post-employment benefit plan Present value of obligations Employee benefit obligations
41,799,805.13 41,799,805.13
39,759,553.82 39,759,553.82
Separate financial statements 2013 2012 41,660,128.84 41,660,128.84
39,686,140.38 39,686,140.38
The Company made defined benefit plan in accordance with severance payment as the labor law which entitled retired employee within work service period in various rates, such as more than 10 years to receive severance payment not less than 300 days or 10 months of the last month salary
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Movements of the present value of employee benefit obligations for the years ended December 31, 2013 and 2012 were as follows: Unit : Baht Consolidated financial statements 2013 2012 Post-employment benefit plan Employee benefit obligations as at January 1 Current service cost Interest cost Decrease in liabilities from payment Actuarial (gain) loss Employee benefit obligations as at December 31
39,759,553.82 1,624,412.65 570,070.73 (154,232.07) 41,799,805.13
37,697,623.70 2,075,241.06 637,778.34 (2,393,911.31) 1,742,822.03 39,759,553.82
Separate financial statements 2013 2012 39,686,140.38 1,502,696.58 567,597.86 (96,305.98) 41,660,128.84
37,697,623.70 2,001,827.62 637,778.34 (2,393,911.31) 1,742,822.03 39,686,140.38
Employee benefit expenses for the years ended December 31, 2013 and 2012 as shown in the statements of comprehensive income. Unit : Baht Consolidated financial statements 2013 2012 Post-employment benefit plan Cost of sales Selling expenses Administrative expenses Total employee benefit expenses
493,885.76 149,744.38 1,396,621.17 2,040,251.31
415,416.72 909,767.94 3,130,656.77 4,455,841.43
Separate financial statements 2013 2012 493,885.76 149,744.38 1,330,358.32 1,973,988.46
415,416.72 909,767.94 3,057,243.33 4,382,427.99
The actuarial assumption of discount rate is estimated from weighted average of yield rate of government bonds as at the end of reporting period date that reflects the estimated timing of benefit payments. The actuarial assumption of mortality rate for reasonable estimation of probability of retirement in the future is estimated from mortality table year 2008.
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17. SHARE PREMIUM Section 51 of the Public Limited Companies Act B.E. 2535 requires companies to set aside share subscriptions received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution. 18. LEGAL RESERVE According to the Public Limited Companies Act B.E. 2535, the Company is required to set aside a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10 percent of the registered share capital. The statutory reserve could not be used for dividend payment. 19. SHARE CAPITAL, STOCK DIVIDEND AND CASH DIVIDEND At the Board of Directors’ Meeting held on August 13, 2013, a resolution was passed authorizing the payment of interim dividend payment at the rate of Baht 0.10 per share, in the total amount of Baht 22.80 million. At the Ordinary General Meeting of Shareholders held on April 24, 2013, resolutions were passed as following: - an approval of full year 2012 dividend payment at the rate of Baht 0.41 per share which consisted of interim dividend payment at the rate of Baht 0.09 per share, according to the Board of Directors’ Meeting held on August 9, 2012 and this latest dividend payment at the rate of Baht 0.32 per share in the totaling amount of Baht 60.80 million, which determined to stock dividend at the rate of Baht 0.20 per share in the portion of 5 ordinary shares to 1 stock dividend and cash dividend at the rate of Baht 0.12 per share. - an approval of the increase of registered capital of the Company from the existing registered capital of Baht 190,000,000 to Baht 228,000,000 by issuing new 38,000,000 ordinary shares at the par value of Baht 1 per share to reserve for stock dividend. The Company registered the changing in the registered share capital and the memorandum of association with the Ministry of Commerce on May 9, 2013. On May 17, 2013, the Company allotted additional ordinary shares in the amount of 37,999,991 ordinary shares at the par value of Baht 1 per share for issuance stock dividend to shareholders in the total amount of Baht 37,999,991. As a result, the paid-up capital of the Company increased from the amount of Baht 190,000,000 to Baht 227,999,991. The Company registered the changing in the paid-up capital and the memorandum of association with the Ministry of Commerce on May 17, 2013. At the Board of Directors’ Meeting held on August 9, 2012, a resolution was passed authorizing the payment of interim dividend payment at the rate of Baht 0.09 per share, in the total amount of Baht 17.10 million. At the Ordinary General Meeting of Shareholders held on April 19, 2012, a resolution was passed authorizing the payment of a dividend at the rate of Baht 0.23 per share which consisted of interim dividend payment at the rate of Baht 0.05 per share, according to the Board of Directors’ Meeting held on August 9, 2011 and this latest dividend payment at the rate of Baht 0.18 per share, in the total amount of Baht 34.20 million.
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20. OTHER INCOME Other income for the years ended December 31, 2013 and 2012 consisted of: Unit : Baht
Revenue from royalty fee (see Note 21) Others Total
Consolidated financial statements 2013 2012 (Restated) 5,489,920.00 5,073,536.78 9,535,743.41 6,959,373.87 15,025,663.41 12,032,910.65
Separate financial statements 2013 2012 5,489,920.00 8,440,967.17 13,930,887.17
5,073,536.78 7,323,277.44 12,396,814.22
21. ROYALTY FEE On January 1, 2005, the Company entered into a license agreement with an overseas company for the period of 10 years started from January 1, 2005. The Company will receive the license fee from the production and sales of products in the amount of EURO 200,000. Moreover, the Company will also receive royalty fees from the sales of the product at the rate of a percentage of the net selling price of the product that is produced and sold by that company as described in the agreement. 22. EXPENSES BY NATURE Significant expenses by nature for the years ended December 31, 2013 and 2012 consisted of: Unit : Baht Consolidated financial statements 2013 2012 (Restated) Changes in inventories of finished goods and work in progress Purchase of inventories Raw materials and supplies used Employee expenses Distribution and utility expenses Rental fee Depreciation and amortization Loss on devaluation of inventories Interest expenses
(8,563,861.51) 33,180,566.87 410,595,645.46 111,417,061.86 19,449,608.34 7,113,438.82 5,481,392.46 (107,783.92) 228,479.73
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(1,759,999.37) 16,199,880.34 468,874,297.71 108,554,909.77 18,758,123.99 6,725,270.61 5,987,334.68 475,916.71 64,242.64
Separate financial statements 2013 2012
(2,594,442.52) 19,002,355.28 410,595,645.46 94,202,785.83 12,014,385.63 5,654,340.00 5,317,760.38 133,179.00 473,166.70
(1,028,237.14) 16,199,880.34 468,874,297.71 94,347,693.18 12,055,277.42 5,153,400.00 5,900,025.84 184,483.72
23. INCOME TAX EXPENSE Income tax recognised in profit or loss for the years ended December 31, 2013 and 2012 as follows: Unit: Baht Consolidated financial statements 2013 2012 (Restated)
Separate financial statements 2013 2012 (Restated)
Current tax expense Current period
25,410,945.96
24,963,956.47
25,407,440.30
24,899,867.53
Deferred tax expense Movements in temporary differences Benefit of tax losses recognised Total
(408,050.25) (444,107.49) 24,558,788.22
(412,386.03) (402,858.25) 24,148,712.19
(394,797.68) 25,012,642.62
(397,703.34) 24,502,164.19
Reconciliation of effective tax rate Consolidated financial statements 2013 Tax rate (%) Profit before income tax Income tax using the corparate tax rate Income tax reduction - deferred Addition expenses deductible for tax purposes Expenses not deductible for tax purposes Current year losses of foreign operation for which no deferred tax assets was recognised Effect of different tax rates in foreign operation Effect of exchange difference from elimination of intragroup transactions Movements in temporary difference Total
2012 Tax rate (%)
20.00 (0.04) 1.58
Unit : Baht 111,436,442.05 22,287,288.41 (48,818.88) 1,761,347.36
0.95
1,061,806.72
-
(0.53)
(590,296.73)
(0.09)
(87,500.15)
0.44 (0.37) 22.04
495,511.60 (408,050.26) 24,558,788.22
0.18 (0.42) 24.36
180,562.36 (412,386.03) 24,148,712.19
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23.00 0.06 (0.61) 2.23
Unit : Baht 99,140,854.49 22,802,396.53 60,428.74 (603,602.75) 2,208,813.49 -
Separate financial statements 2013 Tax rate (%) Profit before income tax Income tax using the corporate tax rate Addition expenses deductible for tax purposes Expenses not deductible for tax purposes Movements in temporary difference Total
20.00 (0.04) 0.28 (0.31) 19.92
Unit : Baht 125,545,410.42 25,109,082.08 (48,818.89) 347,177.11 (394,797.68) 25,012,642.62
2012 Tax rate (%) 23.00 (0.57) 1.15 (0.38) 23.20
Unit : Baht 105,603,584.51 24,288,824.44 (603,602.76) 1,214,645.85 (397,703.34) 24,502,164.19
The Company and its subsidiaries in Thailand Income tax reduction Royal Decree No. 530 B.E. 2554 dated December 14, 2011 grants a reduction in the corporate income tax rate from 30% to 23% on net profit for the accounting period beginning on after January 1, 2012, and will be reduced to 20% on net profit for the two consecutive accounting periods beginning on or after January 1, 2013 onwards. Vita International trading (Guangzhou) Co., Ltd. (the oversea subsidiary) Current income tax is calculated based on statutory income tax of the People’s Republic of China at the rate of 25%. Tax effects are not related to other comprehensive income. 24. COMMITMENTS AND CONTINGENT LIABILITIES As at December 31, 2013, the Company and subsidiaries had commitments and contingent liabilities as follows: The Company Commitments -
From a letter of guarantee for electricity issued by a bank in the amount of Baht 0.81 million (see Note 9).
-
From payment under a consultant agreement in the amount of USD 0.003 million per month.
-
From payment under a financial consultant agreement in order to study business development plan. The service fee is stipulated in the agreement.
-
From payment under a product consultant agreement in the amount of Baht 0.03 million per month and other remuneration is stipulated in the agreement.
-
From payment under a design of the plant’s blueprint agreement in the amount of Baht 0.08 million.
-
From payment under a construction of the plant agreement in the amount of Baht 7.73 million.
-
From purchase order of machinery and equipment for installation at the new plant in the amount of Baht 1.43 million
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-
From payment under rental agreements for land and building with related parties in the amount of Baht 0.20 million per month, minimum lease payments under non-cancellable operating leases are as follows (see Note 4).
Year Not more than 1 year More than 1 year but not over 5 years
Unit : Million Baht Minimum lease payments 4.37 4.00 8.37
The subsidiaries Commitments -
From payment under rental agreements for office building area with a company in the amount of Renminbi 0.009 million per month.
-
From payment under rental agreements for warehouse area with a company. The rental fee is stipulated in the agreement.
-
From payment under rental agreements for a vehicle with a company in the amount of Renminbi 0.008-0.01 million per month.
-
From payment under a design and installation of machinery and equipment agreement in the amount of 7.47 million.
-
From purchase order of machinery and equipment for installation at the plant in the amount of Baht 2.04 million.
25. BUSINESS SEGMENT INFORMATION Segment information is presented in respect of the Group’s business segment which is based on the Group’s management and internal reporting structure. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise corporate assets, other income, selling expenses, administrative expenses and finance costs. The Group’s business segment information and reconciliation of reportable segment profit or loss for the years ended December 31, 2013 and 2012 was as follows: The Group operated the business primarily related to industrial chemical producing by engaging in both domestic and export sales. Based on the types of the activities, the operating income for the years ended December 31, 2013 and 2012 were classified as follows:
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For the year ended December 31, 2013. Unit: Baht
Sales from external customers Inter-segment sales Total sales Operating result Gross profit of segment Other income Selling and administrative expenses Finance cost Profit before income tax Income tax expense Profit for the year Profit (loss) attributable to : Owners of the parent Non-controlling interests
Eliminate
Total
Domestic sales
Export sales
350,751,602.09 350,751,602.09
360,622,227.31 115,788,158.93 476,410,386.24
(115,788,158.93) (115,788,158.93)
711,373,829.40 711,373,829.40
114,331,771.12
136,320,964.96
(913,568.66)
249,739,167.42 15,025,663.41 (153,099,909.05) (228,479.73) 111,436,442.05 (24,558,788.22) 86,877,653.83 87,082,583.44 (204,929.61) 86,877,653.83
For the year ended December 31, 2012 Unit: Baht
Sales from external customers Inter-segment sales Total sales Operating result Gross profit of segment Other income Selling and administrative expenses Finance cost Profit before income tax Income tax expense Profit for the year Profit (loss) attributable to : Owners of the parent Non-controlling interests
Domestic sales
Export sales
Eliminate
375,839,498.77 375,839,498.77
373,512,236.40 119,887,130.42 493,399,366.82
(119,887,130.42) (119,887,130.42)
107,890,466.41
128,647,770.94
(219,251.08)
Total (Restated) 749,351,735.17 749,351,735.17 236,318,986.27 12,032,910.65 (149,146,799.79) (64,242.64) 99,140,854.49 (24,148,712.19) 74,992,142.30 75,140,902.99 (148,760.69) 74,992,142.30
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Major customer The Group has no revenues from major external customers. 26. PROMOTIONAL PRIVILEGES UBIS PRIMATECH Co., Ltd. (“the subsidiary”) received a promotion certificate under the Investment Promotion Act B.E. 2520 for its business sealing compounds. The major privileges granted to the subsidiary are as follows: 1. Exemption from import duty on machinery as approved by the Board of Investment. 2. Exemption from corporate income tax on net profit derived from the operation of promoted businesses for a period of 8 years from the date operating income is first derived. 3. Exemption from income tax on net profit for dividends from the operation of promoted businesses through the promoted period. 4. Exemption from import duty for import raw material and necessary supply from overseas for manufacturing and export within one year from the first date of import. 5. Exemption from import duty for import goods from overseas and export within one year from the first date of import. 6. Other privileges as stated in the certificate. Moreover, the subsidiary has to comply with the conditions stated in the certificate. In the years 2013 and 2012, the subsidiary did not have revenue from sale. 27. DISCLOSURE OF FINANCIAL INSTRUMENTS Capital Management The Board of Directors’ policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital, which the Group defines as result from operating activities divided by total shareholders’ equity, excluding non-controlling interests and also monitors the level of dividends to ordinary shareholders. Accounting Policies The detail of significant accounting policies and methods used, classification of financial assets and financial liabilities including valuation, basis of recognition of income and expenses are disclosed in Note 3. Financial Risk Management Policies The Company is exposed to the fluctuations in interest rate and foreign exchange rates in the market and the risks from default on the agreement by counterparties. The Company had the risk management polices as follows:
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Interest Rate Risk Interest rate risk is the fluctuation of the market interest rate in the future which will affect the Company’s operation and cash flows. The Company has the interest rate risk from cash and deposits at bank and loans because the interest rate of financial assets and financial liabilities fluctuated based on the market rate. In addition, the Company has not engaged in any hedging contracts. Foreign Currency Risk The Group’s exchange rate risk primarily involves the purchases and sales of goods in foreign currencies. As at December 31, 2013 and 2012 the Group had assets and liabilities in foreign currencies as follows:
Unit: Millions
Currencies US Dollars Singapore Dollars EURO
Consolidated financial statements 2013 2012 Assets Liabilities Assets Liabilities 1.14 0.61 1.17 0.86 0.34 0.02 0.39 0.25 0.32 -
Separate financial statements 2013 2012 Assets Liabilities Assets Liabilities 2.87 0.61 2.44 0.86 0.34 0.02 0.39 0.25 0.32 -
However, the Company had forward exchange sold contracts to hedge the exchange rate on the partial foreign trade accounts receivables. As at December 31, 2013, the Company had outstanding forward sold contracts for accounts receivables in the amount of USD 2.30 million, EURO 0.02 million and Singapore Dollars 0.17 million which have maturity date between February 2014 to July 2014. The Company had credit lines for forward exchange contracts from banks in the amount of Baht 178 million and in the amount of USD 3.75 million (see Note 14). Credit Risk - Trade Accounts Receivable The Company has a policy on hedging credit risk from trade accounts receivable by forming conservative credit policy and determining that the receipt from sales of goods be made through letter of credits and by customers making partial advance payment for goods. Therefore, the Company expects that the loss from collection of those trade accounts receivable should not exceed the allowance for doubtful accounts. Fair Value Most of the financial assets are cash and cash equivalent, trade and other receivables and short-term loan to related parties which are short-term credit. Most of the financial liabilities are bank overdrafts and short-term loans from financial institutions, trade and other payables and short-term loans from related parties with its interest rates close to the market rate. The carrying amount of the financial assets and financial liabilities are not significantly different from their fair value.
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28. EVENT AFTER THE REPORTING PERIOD At the Board of Directors’ meeting held on February 26, 2014, the Board approved to propose for approval at the Ordinary General Meeting of Shareholders, a full year 2013 dividend payment at the rate of Baht 0.30 per share which consisted of interim dividend payment at the rate of Baht 0.10 per share, according to the Board of Directors’ Meeting held on August 13, 2013 and this latest dividend payment at the rate of Baht 0.20 per share in the totaling amount of Baht 45.60 million. 29. APPROVAL OF THE FINANCIAL STATEMENTS These financial statements have been approved for issue by the Company’s Board of Directors on February 26, 2014.
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