บริษ
ัท เห
มราช
พัฒ
นาท
ี่ดิน
จำก
ัด (ม
หาช
น) ร
าย
งาน
ประจ
ำป
ี 25
51
An
nu
al R
ep
ort 2
00
8 H
em
ara
j La
nd
An
d D
eve
lop
me
nt P
ub
lic C
om
pa
ny L
imite
d
บรษิทั เหมราชพฒันาทีด่นิ จำกดั (มหาชน) Hemaraj Land And Development Public Company Limited ชัน้ 18 อาคารยเูอม็ทาวเวอร ์เลขที ่9 ถนนรามคำแหง สวนหลวง กรงุเทพมหานคร 10250 โทรศพัท ์: 66-2719-9555 โทรสาร : 66-2719-9546-7 18th FL., UM Tower, 9 Ramkhamhaeng Rd., Suangluang, Bangkok 10250 THAILAND Tel : 66-2719-9555 Fax : 66-2719-9546-7
e-mail : [email protected], [email protected] www.hemaraj.com, www.theparkresidence.co.th Registration No. : BORMORJOR.0107536000676 ทะเบียนเลขที่ : บมจ.0107536000676
บรษิทั เหมราชพฒันาทีด่นิ จำกดั (มหาชน) Hemaraj Land And Development Public Company Limited
08Annual Reportรายงานประจำปี 2551
1 CorporateVision,Mission&Strategy
2 FinancialHighlights
3 MessagefromtheBoardofDirectors
4 InformationofBoardofDirectors
AndManagement
10 TheCompany’sBusinessProfile
12 Major/SignificantEventsin2008
19 Economic&CompetitiveCondition
20 ManagementAnalysis
23 ManagementStructure
32 GoodCorporateGovernance
40 ReportonResponsibilitiesoftheBoard
ofDirectorsTowardstheFinancialReportoftheyear
41 AuditCommittee’sReport
43 IndependentCertifiedPublicAccountants’Report
44 FinancialStatements
54 NotestoFinancialStatements
94 Shareholding&OrganizationStructure
95 GeneralInformation
97 OtherReferences
98 จุดเด่นทางการเงิน
99 สาส์นจากคณะกรรมการบริษัทฯ
100 ข้อมูลของคณะกรรมการ และคณะผู้บริหาร
106 ลักษณะการดำเนินธุรกิจ
108 เหตุการณ์ที่สำคัญในปี 2551
115 ภาวะเศรษฐกิจและการแข่งขัน
116 บทรายงานและการวิเคราะห์ของฝ่ายบริหาร
119 โครงสร้างการจัดการ
129 การปฏิบัติตามหลักการกำกับดูแลกิจการที่ดี
138 รายงานความรับผิดชอบของคณะกรรมการ
ในการจัดทำรายงานทางการเงินประจำปี 2551
139 รายงานของคณะกรรมการตรวจสอบ
141 รายงานของผู้สอบบัญชีรับอนุญาต
142 งบการเงิน
152 หมายเหตุประกอบงบการเงิน
193 โครงสร้างผู้ถือหุ้นและโครงสร้างองค์กร
194 ข้อมูลทั่วไปของบริษัทฯ
196 บุคคลอ้างอิงอื่นๆ
สารบัญ Contents
Hemaraj Land And Development Public Company Limited
�
Annual Report 2008Annual Report 2008
CORPORATE VISION, MISSION & STRATEGY
Corporate Vision To create long-term shareholder value achieved through focused appropriate strategic, business, governance, and financial disciplines.
This long-term value can be realized by demonstrating and communicating respect for our customers, shareholders, employees, and stakeholders while consistently behaving in a manner that is communally, ethically, and environmentally responsible.
Mission To be “The World Class Developer in Thailand”
Hemaraj Strategy 1. Developing complementary property, utility and infrastructure customer solutions that have predictable growing revenue and
superior profit opportunities in order to optimize shareholder value from our three main business lines. 1.1 Industrial Estates 1.2 Utilities 1.2.1 Industrial Estate Utilities 1.2.2 Power 1.2.3 Water 1.2.4 Other Utilities 1.3 Property 1.3.1 SME Factories for Rent and Sale 1.3.2 Selective Property - Condominium - Office 2. Leveraging management expertise in property, utilities infrastructure and environmental competence. 3. Utilizing company financial resources selectively for competing investment opportunities.
Hemaraj Land And Development Public Company Limited
Hemaraj Land And Development Public Company Limited
�
Annual Report2008
Total Assets Total Liabilities
INDUSTRIAL LAND SALES
OPERATING REVENUE NET INCOME
TOTAL ASSETS AND TOTAL LIABILITES
Total Rental Property and Services Total Sale of Property
Total Industrial Estate Revenue Total Utilities Revenue Net Income bef Extra items Extra. Items
Year Year
Year Year
(Rai) (Milion Baht)
(Milion Baht) (Milion Baht)
Key Financial Figures
(Million Baht) 2006 2007 2008
Sales and Services Revenue 3,817 5,179 4,581 Total Industrial Estate Revenue 1,014 2,158 2,854 Total Utilities Revenue 658 721 924 Total Rental Property and Services 246 356 422 Total Sale of Property 1,898 1,944 382 Total Revenue 4,079 5,238 4,983 Gain from Extraordinary Items 86 - - Net Income 1,191 1,164 1,342 Total Assets 11,453 13,897 13,712 Total Liabilities 4,368 6,279 5,574 Total Shareholder’s Equity 7,085 7,618 8,138 Earning Per Share (Baht) 0.16 0.12 0.14 Par (Baht) 1.00 0.40 0.40
Key Financial Ratios
2006 2007 2008
Current Ratio (Times) 6.23 2.40 2.35 Net Debt to Equity (Times) 0.45 0.75 0.57 Return on Assets 11 % 8 % 10 % Return on Equity 18 % 15 % 17 % Net Profit Margin 22 % 22 % 27 % Earnings per Share [Baht] 0.16 0.13 0.14 Earnings per Share [Baht]-fully diluted 0.15 0.12 0.14 Book Value per Share (Baht) 0.78 0.81 0.87 No. of Shares Outstanding 9,036.93 9,354.21 9,381.84 (Million Shares) No. of Warrants Outstanding 672.46 355.18 327.55 (Million Shares)
Financial Highlights
Hemaraj Land And Development Public Company Limited
�
Annual Report 2008
We are pleased to report that Hemaraj Land And Development Public Company Limited finished 2008 with Total Net
income of Baht 1,342 million, an increase of Baht 178 million or 15%. Total Revenue was Baht 4,982 million
compared with Baht 5,238 million for the same period of 2007, representing a 4% decrease. With anticipated lower
residential revenue in 2008 (3% of operating revenue) compared to 2007 (43% of operating revenue), our growth
from a broad revenue base of industrial estates, utilities, and property replaced much of this.
Financially, Hemaraj has maintained a strong balance sheet and cash flexibility to fund our growth plans. Hemaraj
reported 2008 Year-end Total Assets of Baht 13,712 million including Baht 932 million in cash. Total Liabilities were
Baht 5, 574 million with Total Shareholders Equity of Baht 8,138 million. The Net Debt to Equity ratio was 0.57 to 1
times.
We also led the market in industrial estates sales (or rental) with 1,621 rai (648 acres) recorded in the Year 2008, the
highest sale in the company history. Suzuki Motors, and other leading companies selected Hemaraj industrial
estates with 60 contracts (another record), 27 new customers and 33 project expansions from existing customers in
2008. So by all accounts 2008 was a record year of achievement. Hemaraj’s 6 industrial estates of 32,000 rai
(12,800 acres) include 394 distinct global customers, 584 contracts, with estimated USD 15 billion of customer
investment and comprises a petrochemical cluster as well as the “Detroit of the East” automotive cluster with over
131 distinct auto customers to date.
Having said that, the end of 2008 and in 2009 to date have seen unprecedented turmoil in the financial markets
globally, a dramatic drop in consumption, and subsequently drops in production levels for manufacturers with
disruptions in key areas of our customer base, namely automotive and petrochemical. Compared to our 1998
experience, on the positive side we are much stronger financially with a broader revenue base. The negative part is
the impact of export markets, which have now firmly been established in Thailand for automotive and other sectors.
We have prepared our business and financial plans, as best we can, for the short-term disruption in the market due
to severe global conditions.
We believe the long-term fundamentals for Thailand and our business model will remain attractive. As companies
reset demand expectations over the coming years, they will shift production to strategic locations based on cost
currency and market access, these being factors favoring Thailand. Infrastructure investment and industrial cluster
opportunities will continue to drive automotive, petrochemical, and other industrial sector investment in Thailand long
term, particularly at Hemaraj’s “Detroit of the East” automotive cluster in the Eastern Seaboard.
Hemaraj is positioned in these uncertain times still to increased broadened revenue opportunities as markets globally
start to settle and to recover over the next years. Hemaraj will continue significant investments in utilities including
power with our Gheco-One IPP power project and other recurring utility income. We also have a strong balance
sheet for acquisition and expansion opportunities. However, we also need to be cautious to manage the risk profile
of the company in this period particularly and in order to optimize predictable returns to shareholders. The
Management and the Board of Directors are grateful to our stakeholders for entrusting us with this responsibility.
Message from the Board of Directors
Mr. Chavalit Sethameteekul Chairman of the Board
of Directors 17 March 2009
Mr. David R. Nardone President & Chief Executive Officer 17 March 2009
Hemaraj Land And Development Public Company Limited
�
Annual Report2008
Information of Board of Directors and Management of Hemraj Land And Development Public company Limited
Mr. Chavalit Sethameteekul
Chairman of the Board, Member of Nomination and Remuneration Committee
Age: 61 Years
Education / IOD Trainning: M.B.S. (Political Science), Thammasart University, Bangkok Certificate class 40, National Defence College of Thailand Barrister at Law, Institute of Legal Education of Thai BAR LL.B..(Hons), Thammasart University, Bangkok
DAP and DCP Certificates from the Thai Institute of Directors Association (IOD)
Kellog School of Management, “StrategicThinking and Executive Action” (Kellogg School of Management, Evanston, Illinois, Campus of Northwestern University, USA)
Present Positions:
• Chief Executive Officer Sriracha Harbour PCL. • Director Office of The Council of State • Director The Thai BAR
Previous Positions: • Director General, The Customs Department, Ministry of Finance • Deputy Permanent Secretaries Ministry of Finance • Inspectors General, Ministry of Finance • Deputy Director General, The Excise Department, Ministry of Finance • Chairman The Board of Small Business Credit Guarantee Corporation • Vice Chairmen The Board of Metropolitan Electricity Authority • Vice President The Board of Airports of Thailand Public Compay Limited • Vice President The Board of TOT Public Company Limited
% Hemaraj Stock Held as of 31/12/2008: 0.00%
Mr. Thongchai Srisomburananont
Director, Chairman of the Executive Committee Member of Nomination and Remuneration Committee
Age: 56 Years
Education : Junior High School, Rojseri-Anusorn School
Present Positions: • Director Hemaraj International Co., Ltd. • Director Eastern Industrial Estate Co., Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Director The Park Residence Co., Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director Leave Smart Co., Ltd. • Director H-Phoenix Property Co.,Ltd • Director Eastern Seaboard Industrial Estate (Rayong) Co.,Ltd. • Director Hemaraj Clean Water Co.,Ltd.
% Hemaraj Stock Held as of 31/12/2008: 0.03%
Board of Directors
Hemaraj Land And Development Public Company Limited
�
Annual Report 2008
Mr. David Richard Nardone
Director and Executive Director
Age: 53 Years
Education / IOD Trainning: MBA, Northeastern University, Boston, USA DCP Certificate from The Thai Institute of Directors Association (IOD)
Present Positions: • Chairman Elyo-H Facilities Management Ltd. • Chairman Eastern Pipeline Services Co.,Ltd. • Chairman H-Construction Management and Engineering Co.,Ltd • Director The Park Residence Co., Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate (Rayong) Co.,Ltd. • Director Eastern Industrial Estate Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Hemaraj International Co., Ltd. • Director H-International (BVI) Co., Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director Rayong Industrial Land Co., Ltd. • Director S I L Industrial Land (Saraburi) Co., Ltd. • Director GHECO-One Co., Ltd. • Director H-Phoenix Property Co.,Ltd • Director Hemaraj Clean Water Co.,Ltd.
% Hemaraj Stock Held as of 31/12/2008: 0.44%
Mr. Sudhipan Charumani
Independent Director, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee
Age: 65 Years
Education / IOD Trainning: Institute of Chartered Accountants in England and Wales DAP,DCP and Audit Committee Certificates from The Thai Institute of Directors Association (IOD)
Present Positions:
• Director Vasupak Associates Co., Ltd.
% Hemaraj Stock Held as of 31/12/2008: 0.00%
Mr. Peter John Edmondson
Independent Director, Member of the Audit Committee
Age: 59 Years
Education : Bachelor of Science in Chemistry (Honor), University of Sheffield, England
Present Positions: • Investor Consultant Private Sector
% Hemaraj Stock Held as of 31/12/2008: 0.05%
Hemaraj Land And Development Public Company Limited
�
Annual Report2008
Mr. Vivat Jiratikarnsakul
Director and Executive Director
Age: 53 Years
Education / IOD Trainning: Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University
DAP and DCP Certificates from The Thai Institute of Directors Association (IOD)
Present Positions: • Director Eastern Industrial Estate Co.,Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate (Rayong) Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Elyo-H Facilities Management Ltd. • Director H-Construction Management and Engineering Co.,Ltd • Director The Park Residence Co., Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Director Hemaraj International Co., Ltd. • Director H-International (BVI) Co., Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director and Executive Director Rayong Industrial Land Co., Ltd. • Director and Executive Director S I L Industrial Land (Saraburi) Co., Ltd. • Director GHECO-One Co., Ltd. • Director H-Phoenix Property Co.,Ltd • Director Hemaraj Clean Water Co.,Ltd.
% Hemaraj Stock Held as of 31/12/2008: 0.09%
Mrs. Punnee Worawuthichongsathit
Independent Director, Member of the Audit CommitteeMember of the Good Corporate Governance Committee
Age: 57 Years
Education / IOD Trainning: Master in Accounting, Chulalongkorn University DAP,DCP and Audit Committee Certificates from The Thai Institute of Directors Association (IOD)
Present Positions: • Independent Director/ TT&T PCL. Member of the Audit Committee • Independent Director/ The Brooker Group PCL. Member of the Audit Committee
% Hemaraj Stock Held as of 31/12/2008: 0.00%
Hemaraj Land And Development Public Company Limited
�
Annual Report 2008
Mr. Vikit Horrungruang
Director
Age: 38 Years
Education / IOD Trainning: MBA, Finance, Northeastern University, USA DCP Certificate from The Thai Institute of Directors Association (IOD)
Present Positions: • Managing Director Sriracha Harbour PCL. • Deputy Managing Director T.C.Exhibition Co.,Ltd. • Director Suntec Metal Co.,Ltd. • Director Flaming Property Co.,Ltd. • Director Eastern Enterprise Co.,Ltd. • Director CA-Post (Thailand) Co.,Ltd • Managing Director Phromnares Co.,Ltd.
% Hemaraj Stock Held as of 31/12/2008: 1.15%
Ms. Pattama Horrungruang
Director and Executive Director, Member of the Good Corporate Governance Committee
Age: 47 Years
Education / IOD Trainning: MBA, Thammasat University
DAP and DCP Certificates from The Thai Institute of Directors Association (IOD)
Present Positions: • Director Eastern Industrial Estate Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate (Rayong) Co.,Ltd. • Director The Park Residence Co., Ltd. • Director Elyo-H Facilities Management Co., Ltd • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Director H-Phoenix Property Co.,Ltd • Director Hemaraj Clean Water Co.,Ltd. • Director GHECO-One Co.,Ltd. • Director CA-Post (Thailand) Co.,Ltd.
% Hemaraj Stock Held as of 31/12/2008: 0.00%
Mr. Somphong Wanapha
Independent Director, Chairman of the Good Corporate Governance Committee
Age: 65 Years
Education / IOD Trainning: MBA, Finance, Michigan State University, USA (Royal Thai Government Scholarship)
DCP Certificate from The Thai Institute of Directors Association (IOD)
Present Positions: • Chairman of the Government Savings Bank Audit committee • Chairman of the Prasit Patana PCL. Audit committee • Chairman Executive Board on M.B.A. Program, Thammasat University • Chairman Public Warehouse Organization, Ministry of Commerce • Director State Enterprise Performance agreement Evaluation Committee,
Ministry of Finance • Director Sahapatana Interholding PCL. Previous Position : • Secretary General Thailand Board of Investment
% Hemaraj Stock Held as of 31/12/2008: 0.00%
��
Annual Report2008
2 4
8 7 6
1 3
10 11 12 13 14 15 5 9
1. Mr. David Richard Nardone Age 53
Education MBA, Northeastern University, Boston, USA Position at Hemaraj Director / Executive Director / President / Chief Executive Officer Year Joined Hemaraj 1993Hemaraj Stock Held as of 31/12/2008: 0.44%
2 Mr. Vivat Jiratikarnsakul Age 53
Education Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University Position at Hemaraj Director / Executive Director / Senior Vice President / Executive Vice President Year Joined Hemaraj 1989Hemaraj Stock Held as of 31/12/2008: 0.09%
3 Ms. Pattama Horrungruang Age 47
Education MBA, Thammasat University Position at Hemaraj Director / Executive Director / Senior Vice President / Chief Financial Officer Year Joined Hemaraj 2003Hemaraj Stock Held as of 31/12/2008: 0.00%
4 Mr.Sunthorn Kongsunthornkitkul Age 58
Education Bachelor of Engineering, Chulalongkorn University Position at Hemaraj Vice President Year Joined Hemaraj 2007Hemaraj Stock Held as of 31/12/2008: 0.00%
5 Mr.Preeprem Malasitt Age 57
Education MBA, Northern Illinois University, USA Position at Hemaraj Director - IE Training Center and New Projects Year Joined Hemaraj 2007Hemaraj Stock Held as of 31/12/2008: 0.00%
6 Mr. Sirisak Kijruksa Age 48
Education Bachelor of Accounting, Bangkok University Position at Hemaraj Director - Accounting and Legal Year Joined Hemaraj 1990Hemaraj Stock Held as of 31/12/2008: 0.00%
7 Mr. Khamhoung Ratsamany Age 42
Education MBA, Bangkok University Position at Hemaraj Director - Water & Small Power Project Planning Year Joined Hemaraj 1995Hemaraj Stock Held as of 31/12/2008: 0.00%
8 Ms. Ladda Rojanavilaivudh Age 41
Education MBA, Bangkok University and MA, Nara Women University, Nara, Japan Position at Hemaraj Director - Industrial Customer Development Year Joined Hemaraj 2001Hemaraj Stock Held as of 31/12/2008: 0.00%
9 Ms. Anchalee Parsertchand Age 39
Education MBA, Assumption University and MA, Japanese, Keio University, Tokyo, Japan
Position at Hemaraj Director - Industrial Customer Development Year Joined Hemaraj 2001Hemaraj Stock Held as of 31/12/2008: 0.00%
10 . Ms. Somjai Wachiraha Age 48
Education Bachelor of Business Administration, General Affairs, Ramkhamhaeng University Position at Hemaraj Director - Finance Year Joined Hemaraj 1990Hemaraj Stock Held as of 31/12/2008: 0.00%
11. Ms. Jinnapat Tongviseskul Age 39
Education MBA, Economic & Administration, Chulalongkorn University Position at Hemaraj Director - Residential Customer Development Year Joined Hemaraj 1993Hemaraj Stock Held as of 31/12/2008: 0.00%
12. Ms. Chantana Hinkaew Age 39
Education MBA, University of Nottingham, UK Position at Hemaraj Director - Corporate Marketing Year Joined Hemaraj 2004Hemaraj Stock Held as of 31/12/2008: 0.00%
13. Mr. Apichat Trongsukson Age 44
Education MBA, Nida University Position at Hemaraj Assistant Director - Information System & Services Year Joined Hemaraj 1994Hemaraj Stock Held as of 31/12/2008: 0.00%
14 . Mr. Tanin Subboonrueng Age 45
Education MBA, Business Administration, Assumption University Position at Hemaraj Director - Industrial Estate Development Year Joined Hemaraj 1996Hemaraj Stock Held as of 31/12/2008: 0.00%
15. Mr. Paopitaya Smutrakalin Age 38
Education MS, Finance, Drexel University, Philadelphia, USA Position at Hemaraj Director - Corporate Planning & Investor Relations Year Joined Hemaraj 1996Hemaraj Stock Held as of 31/12/2008: 0.00%
Mr. Niphone Harnpatanapanich Age 51
Education MBA, Chulalongkorn University Position at Hemaraj Director - Residential Project Planning Year Joined Hemaraj 2003Hemaraj Stock Held as of 31/12/2008: 0.00% (Not in the picture)
Ms. Prattana Kijjanon Age 45
Education MBA, Thammasat University Position at Hemaraj Director - Procurement Year Joined Hemaraj 2008Hemaraj Stock Held as of 31/12/2008: 0.00% (Not in the picture)
Management
�
Annual Report 2008
Nam
e
Sub
sid
iary
Com
pan
ies
Ass
ocia
ted
Com
pan
ies
1 M
r. C
hava
lit S
etha
met
eeku
l /,
X
2 M
r. Th
ongc
hai S
risom
bur
anan
ont
/, /
/ /
X
/
/, /
/
X
X
X
X
X
X
3 M
r. D
avid
Ric
hard
Nar
don
e /,
//
/ /
/ X
/,
//
X
/ /
/ /
/ /
X
/ /
/
4 M
r. S
udhi
pan
Cha
rum
ani
/
5 M
r. P
eter
Joh
n E
dm
ond
son
/
6 M
rs. P
unne
e W
oraw
uthi
chon
gsat
hit
/
7 M
r. V
ivat
Jira
tikar
nsak
ul
/,
//
/ /
/ /
/, /
/ /
/ /
/ /
/ /
/ /
/ /
8 M
s. P
atta
ma
Hor
rung
ruan
g /,
//
/ /
/, /
/
/ /
/ /
/ /
/
/
9 M
r. S
omp
hong
Wan
apha
/
10 M
r. V
ikit
Hor
rung
ruan
g
/
11 M
r. S
unth
orn
Kon
gsun
thor
nkitk
ul
12 M
r. K
ham
houn
g R
atsa
man
y
/
13 M
r. Ta
nin
Sub
boo
nrue
ng
/
14 M
r. S
irisa
k K
ijruk
sa
/
15 M
s. S
omja
i Wac
hira
ha
16 M
r. N
ipho
ne H
arnp
atan
apan
ich
17 M
r. P
reep
rem
Mal
asitt
18 M
r. P
aop
itaya
Sm
utra
kalin
19 M
s. J
inna
pat
Ton
gvis
esku
l
20 M
s. L
add
a R
ojan
avila
ivud
h
21 M
s. A
ncha
lee
Par
sert
chan
d
22 M
s. C
hant
ana
Hin
kaew
23 M
r. A
pic
hat
Tron
gsuk
son
24 M
s. P
ratt
ana
Kijj
anon
Hemaraj Land And Development Plc.
Hemaraj International Co.,Ltd.
H-International (BVI) Co., Ltd.
Eastern Industrial Estate Co.,Ltd.
Eastern Pipeline Services Co.,Ltd.
Eastern Seaboard Industrial Estate (Rayong) Co.,Ltd.
H-Construction Management and Engineering Co.,Ltd
The Park Residence Co., Ltd.
Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd.
Hemaraj Water Co., Ltd.
SME Factory Co., Ltd.
H-Phoenix Property Co., Ltd.
Hemaraj Clean Water Co., Ltd.
Elyo-H Facilities Management Ltd.
Rayong Industrial Land Co., Ltd.
S I L Industrial Land (Saraburi) Co., Ltd.
GHECO-One Co., Ltd.
Not
es:
X =
Cha
irman
/
= D
irect
or /
/ =
Exe
cutiv
e D
irect
or
�0
Hemaraj Land And Development Public Company Limited
Annual Report2008
Celebrating the twenty years in 2008, Hemaraj has its strongest operating and financial condition ever.
With the vision of Mr. Sawasdi Horrungruang, Founder and Chairman of Advisors to the Board of Directors
of Hemaraj, the company has been a key contributor to Thailand’s industrial development since 1988
through the “Detroit of the East” automotive cluster and downstream petrochemical and industrial clusters.
As Hemaraj enters its third decade, it has continued to serve the society and build its future on three
key pillars: Industrial Estates, Utilities and Property customer solutions while maintaining the principle of
sustainable development for environment and communities.
1 Industrial Estates
Being among the first operators of industrial estates in Thailand with one industrial estate at the
start, Hemaraj now has six locations totaling over 31,000 rai of land (13,000 acres): Hemaraj Chonburi
Industrial Estates for steel, power and others, Hemaraj Eastern Industrial Estate (Map Ta Phut) for
petrochemical and steel industries, Eastern Seaboard Industrial Estate (Rayong) and Hemaraj Eastern
Seaboard Industrial Estate, the famous auto cluster, and S I L Industrial Land and Rayong Industrial Land.
Hemaraj’s industrial estates have attracted 394 distinct customers, comprising over 580 industrial
estate or building contracts. The 131 automotive customers include OEM manufacturers such as Ford,
Mazda, GM and Suzuki. In 2008, Hemaraj has continued to be no. 1 market leader in industrial estates
sales (or rental) with the company’s record high at 1,621 rai (648 acres) from 60 contracts, 27 new
customers and 33 project expansions from existing customers which includes 21 new SME factories
contracts signed with 16 new factory rentals and 6 factory sales.
Hemaraj’s Industrial Estates as of December 31, 2008
Industrial Estates Location BOI Zone Gross Area No. of No. of Land Sales/ Industrial Land (rai) Customers Contracts in 2008 (rai)
1. Hemaraj Chonburi Industrial Estate Chonburi 2 3,993 50 76 6
2. Hemaraj Eastern Industrial Estate Rayong* 3 3,473 39 51 13
3. Eastern Seaboard
Industrial Estate (a) Rayong* 3 8,628 214 350 397
4. Hemaraj Eastern Seaboard Rayong* 2 and 3 8,163 23 31 1,029
Industrial Estate /Chonburi
5. SIL Industrial Land (b) Saraburi 2 3,619 48 55 135
6. Rayong Industrial Land (b) Rayong* 3 3,438 20 21 41
Total 31,314 394 584 1,621
Note: (a) 60:40 Joint Venture with Siam Food Products Plc.
(b) 25:75 Joint Venture with Cementhai Property (2001) Plc., a subsidiary of The Siam Cement Plc.
* with BOI Zone 3 grandfathered privilege until 2009
The Company’s Business Profile
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
2 Utilities
2.1 Industrial Estate: Presently the largest private supplier of clarified and treated potable water to
industrial users with the capacity of 150,000 cubic meters per day, Hemaraj provides dependable utility
solutions to industrial customers and manages the industrial estate property and private utilities to allow
customers to optimize their efforts in manufacturing. All Hemaraj’s industrial estates have received the Best
Environmental Management EIA awards from the Ministry of Sciences, Technology and Environment and are
ISO 14001, ISO 9001:2000 certified.
2.2 Power:
- GHECO-One Company Limited, a 35/65 Joint Venture in a 660 MW IPP with Thailand’s largest
private power provider of 1,670 MW, Glow Energy, a Suez Energy Group, formally named Tractebel,
Belgium to supply power to Electricity Generating Authority of Thailand (EGAT).
- Hemaraj holds 5% equity in Glow IPP, the 713 MW IPP Power Project locating in Hemaraj
Chonburi Industrial Estate.
2.3 Water:
- Hemaraj Water Company Limited: a 100% subsidiary company to develop and manage Water
Resources to provide treated water to industrial operators.
- Hemaraj Clean Water Company Limited: a 100% subsidiary company to produce and distribute
the industrial water to supply the industrial operators in the Industrial Estates.
2.4 Other Utilities and Services: Utilities and Industrial Services assist the customers in benefiting
from the shared resources and utility expertise of Hemaraj and its global partners. These capabilities extend
beyond Hemaraj’s industrial estates and leverage technical resources.
- Elyo-H Facilities Management Limited: a 40/60 Joint Venture with Suez Energy and Teo Hong
Silom to provide utility and facility management services to industrial customers. Major customers are
ESSO, Shell, Caltex, GE Plastic, Glow IPP, Glow SPP, Toyoda, Vinythai, Lite On and Saint-Gobain Sekurit.
- Eastern Pipeline Services Company Limited: a 100% subsidiary company to provide piping
distribution for Chemical, Stream and Industrial Gas for Heavy Industrial Users with a total investment of
Baht 200 million.
- H-Construction Management and Engineering Company Limited: a 100% subsidiary company
to provide design, construction supervision, project and construction management services.
3 Property
3.1 SME Factories for Rent and Sales:
Hemaraj designs and develops turnkey and expandable SME factories sizing from 750 square
meters to 7,500 square meters for rent and sales located in both General Industrial Zone and Duty Free
Zone in multiple industrial estates/zones of Hemaraj. H-Construction Management and Engineering,
Hemaraj’s subsidiary company, also manages the utility and fit-out requirements to fit customers needs. This
rental of SME factories provides customers flexibility on investment and financing as well as a growth path
to larger buildings or developed land as their business expands. Hemaraj has built 115 units with over
245,800 square meters to date in its multiple industrial estate locations.
3.2 Selective Property:
- H-Phoenix Property Company Limited: a 100% subsidiary company for commercial property
lease or sale and management with a registered capital of Baht 800 million and Baht 785 million paid-up
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
j Industrial Estate Land Sales
As another successful year, Hemaraj has continued to be no. 1 market leader in industrial estates sales
(or rental) with the company’s record high at 1,621 rai (648 acres) from 60 contracts, 27 new customers and
33 project expansions from existing customers which includes 22 new SME factories contracts signed with
16 new factory rentals and 6 factory sales in 2008. Suzuki Motor Corporation, a leading car manufacturer,
purchased 421 rai (165 acres) at Hemaraj Eastern Seaboard Industrial Estate (Hemaraj ESIE) , or the Detroit
of the East II in Rayong to be used for the construction of Suzuki’s Eco-car manufacturing and CKD kit
assembly plant.
Total industrial customers are 394 distinct new customers with 582 contracts and 131 automotive
customers representing some USD 15 billion of customer investment.
j GHECO-One PPA Signing and Project Financing
GHECO-One, in which Hemaraj holds 35% signed an agreement for project financing of USD 460
million and Baht 9,960 million for its 660 MW IPP Power Project. The project was granted EIA
(Environmental Impact Assessment) approval on 15 May 2008 and entered into a 25 years Power Purchase
Agreement with EGAT (Electricity Generating Authority of Thailand) on 10 September 2008.
The IPP project will be financed in US Dollars by seven international banks: Sumitomo Mitsui Banking
Corporation, Standard Chartered Bank, KfW, Fortis Bank, KBC, Bank of Tokyo-Mitsubishi UFJ and Calyon.
Financing in Thai Baht will be provided by Kasikornbank and Bank of Ayudhya. The equity contribution of
Baht 13,500 million to the project will be funded 65% by Glow Group and 35% by Hemaraj.
The GHECO-One coal-fired IPP power plant project, which began construction preparation in July, is
scheduled to have its commercial operation in November 2011. The Korean contractor, Doosan, is the EPC
Contractor for this project.
The IPP project will benefit Thailand by providing higher fuel diversification and lower electricity prices.
It will also benefit local communities, who will see NOx and SO2 emissions reduced. The project is
environmentally friendly, using highly sophisticated and supercritical technology with advanced emission
control system and high fuel efficiency. Glow will also invest in technology to reduce the emission levels from
existing plants, so that the total NOx and SO2 emission levels (both actual and maximum) in Map Ta Phut
will be lower than current levels after the new IPP becomes operational. The net result will be an
improvement in the overall air quality in Map Ta Phut.
The project will also enter into a contractual commitment to contribute additional funds, around Baht
100 million per year, to support local community development. The fund will contribute to education, health
care, employment, improvements in the standard of living, and social development for the communities
surrounding the estates.
j Hemaraj Clean Water Co., Ltd.
On June 30, 2008, Hemaraj has established a subsidiary called Hemaraj Clean Water Company
Limited (HCW) to produce and distribution of industrial water to industrial customers both inside and outside
Hemaraj’s industrial estates. HCW has total registered capital of Baht 645 million and Hemaraj holds
99.99% of its total capital. The investment shall increase the efficiency of industrial water services to the
customers and enhance the revenue growth. In addition, this establishment is part of company’s strategy to
invest in water business.
Major/Significant Events in 2008
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
j The PARK CHIDLOM and CNBC Award
The Park Chidlom won the Best High Rise Development Thailand – Five Star Award of the prestigious
CNBC Asia Pacific Property Awards 2008.
The CNBC Asia Pacific Awards is part of the CNBC International
Property Awards established since 1995. The awards are now
established as the premier programme recognizing excellence in its field
and the biggest in the world.
The award is given to “The Park Chidlom” based on the quality of the project’s concept, architecture,
interiors, construction, overall developments and marketing.
j Major Customer Development
Suzuki Purchases 412 Rai at Hemaraj Eastern Seaboard Industrial Estate for Eco-car Production Base
Suzuki Motor Corporation, a leading car manufacturer, signed an
agreement to purchase land of 412 rai at Hemaraj Eastern Seaboard
Industrial Estate or the Detroit of the East II. The land will be used for the
construction of Suzuki’s BOI promoted Eco-car manufacturing and CKD
kit assembly plant, scheduled to commence operation in 2010. The total
value of investment is Baht 9.5 billion.
Bitumen Rents SME Factory at Hemaraj Chonburi Industrial Estate
Bitumen Bales (Laem Chabang) Co., Ltd. signed a contract to rent
an SME factory at Hemaraj Chonburi Industrial Estate. The factory will
package bitumen in polymer film with a production capacity of 600-
1,000 metric ton per day for 100% export to Vietnam, Laos, Myanmar,
Cambodia and Southern China.
Muangmaichromium Purchases Land at Hemaraj’s Eastern Seaboard Industrial Estate (Rayong)
Mungmaichromium Co., Ltd., one of the leading providers of
plating services for metal corrosion prevention, signed a contract to
purchase land for a factory at the Eastern Seaboard Industrial
Estate (Rayong). The factory will provide Electro Zinc plating and
Electro Zinc Tin Plating services with a capacity of Line Rack Auto
300,000 pieces per day, Line Barrel Auto 30 ton per day and
Electro Deposition Painting (EDP) 100,000 pieces per day. With an
aim to support the auto industry in Thailand, which is one of the world’s key auto manufacturing bases, the
plant will have an investment of Baht 250 million and will start operation in 2009.
Thai Rayon Purchases Land at S I L Industrial Land (Saraburi)
Thai Rayon Public Company Limited, the pioneer manufacturer of
Viscose Rayon Staple Fibre in Thailand and one of the largest exporter
in the world, signed a contract to purchase 20 rai of land for its CS2
factory expansion at S I L Industrial Land (Saraburi). At present, Thai
Rayon produces viscose fibres for textile and non-woven industry at a
capacity of 110,000 MT per annum for domestic consumption and
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
export to China, Pakistan, South Korea, Turkey, Brazil, Canada, Malaysia, Philippines, U.S.A. and European
countries. A substantial quantity of Sodium Sulphate is also being produced as a co-product with a capacity
82,500 MT per annum mainly for domestic consumption. Fuserashi Purchases Land at Hemaraj Eastern Seaboard Industrial Estate
Fuserashi Co., Ltd., leading Japanese manufacturer of fasteners, signed
a contract to purchase 21 rai of land for its factory at Hemaraj Eastern
Seaboard Industrial Estate. The factory will produce fasteners and cold
forging products for various areas, especially in automotive industry at a
capacity of 200 tons per month in the initial stage.
Nippon Steel & Sumikin Welding Purchases Land at Eastern Seaboard Industrial Estate (Rayong)
Nippon Steel & Sumikin Welding (Thailand) Co., Ltd. (NSSW), a leading
manufacturer of welding materials and machines from Japan, signed a
contract to purchase 12 rai of land for its factory at the Eastern Seaboard
Industrial Estate (Rayong). NSSW Thailand has a registered capital of Baht
200 million, 88 percent of which is held by Japanese shareholders and 12
percent by Thai shareholders. The factory will produce welding solid wire at a
capacity of 570 ton per month.
Ebro Valves Purchases Additional Land at Hemaraj Chonburi Industrial Estate
Ebro Valves (Thailand) Co., Ltd., a manufacturer of butterfly valves
and valve components, signed a contract to purchase an additional piece
of land in Hemaraj Chonburi Industrial Estate, Chonburi. EBRO Valves
(Thailand) Co., Ltd is currently producing approx. 330,000 pieces of valves
and valve bodies per year for mainly export to Europe. The company will
expand its manufacturing and storage facilities on a 4.5 rai plot of land to
meet growing demands.
Max (Thailand)’s Expansion at Eastern Seaboard Industrial Estate (Rayong)
Aiming at establishing a solid foundation for further production expansion and increasing the
company’s competitiveness, Max (Thailand) Co., Ltd., signed a contract to purchase SME factory at the
Free Zone of Eastern Seaboard Industrial Estate (Rayong).
A 100% subsidiary of MAX CO., LTD., Japan’s leading manufacturer of Nailers, Max (Thailand) started
operation by renting SME factory in ESIE Free Zone in August 2005. After years of success, the company
decides it is time to invest on its own production facility. SME Factories for Rent and Sale of Hemaraj is a
flexible option for manufacturers. Customers who would like to start a business at low risk can simply rent a
factory first and purchase it later on, or choose to buy land and build their own factory in Hemaraj’s industrial
estate.
The factory has been manufacturing high-quality Nailers
with a capacity of 100,000 units per year. This is for mainly
export to America and Europe. With addition of series of new
products, the company has established a strong base for
expansion in the second half of the year 2008 and is well
prepared to be the supply base in Thailand under global
competition.
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008 Autoconsol Chooses Hemaraj’s Industrial Estate for Production Base
Autoconsol (Thailand) Co., Ltd., Taiwanese manufacturer of steel
box for auto part logistic, signed a contract to lease a SME Factory at
Eastern Seaboard Industrial Estate (Rayong). A 100 % owned by
Taiwanese investors with a registered capital of Baht 37 million, the
factory will produce steel box and inner support at a capacity of 20,000 and 60,000 sets per year
respectively.
U-Shin’s Expansion at Hemaraj Eastern Seaboard Industrial Estate
U-Shin (Thailand) Co., Ltd., a leading Japanese manufacturer of key set
and heater control, signed a contract for purchasing additional land of 36.6 rai
at Hemaraj Eastern Seaboard Industrial Estate. The land will be used for its
new factory to produce automobile key-set, heater control and latches for
future sales expansion. The product will be mainly supplied to Honda, AAT, MMth, Suzuki, Isuzu, GM.
j Major News and Social Contributions
Hemaraj Presents Bomb and Drug Locator and Mobile Phone Signal Jammer to the First Army Region
Hemaraj together with alliances, led by Mr. Sawasdi Horrungruang (6th
from left), Chairman of Advisors to the Board of Directors of Hemaraj,
presented 15 sets of bomb and drug locator and 3 sets of mobile phone
signal jammer worth Baht 20 million to the First Army Region for use in the
Army’s operation in the three southernmost provinces of Thailand. The
presentation was presided over by First Army Region Commander Prayut Chanocha (middle).
US Ambassador and AMCHAM Visit Hemaraj’s Industrial Estates
The American Chamber of Commerce in Thailand (AMCHAM) recently
organized a trip to Eastern Seaboard with the US Ambassador, H.E. Eric G.
John, as the guest of honour. The trip participants had a chance to visit
Map Ta Phut Petrochemical Complex, Hemaraj’s “Detroit of the East”:
Eastern Seaboard Industrial Estate (Rayong) and Hemaraj Eastern Seaboard Industrial Estate.
Hemaraj Announces Record Business Success and Gives Full-Board Scholarships in Celebration of its 20th Anniversary
In November 2008, Hemaraj organized a press conference to announce its record year of business
success and future outlook on the occasion of its 20th Anniversary celebration. In commemoration of the
occasion, the company has awarded five additional full-board scholarships worth a total of Baht 2 million to
five students from Rayong province to pursue education at vocational college and university levels.
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
Hemaraj & AMCHAM Continue “Adopt A School” Program in Map Ta Phut, Rayong
Hemaraj and its customers in cooperation with the AMCHAM Thailand Charitable Foundation handed
over capital improvements and learning tools worth Baht 350,000 to 6 schools around Hemaraj Eastern
Industrial Estate (Map Ta Phut) area under the “Adopt A School” Program.
The schools and centers which received the benefit are Wat Map Chalood, Ban Nong Fab, Nikom 6,
Chak Pak Kood, Nikom2 and Rayong Pittayakom. The “Adopt A School” Program is one of several
Hemaraj’s Corporate Social Responsibility (CSR) programs, which has been implemented for over 10 years.
Hemaraj Organizes Environmental Field Trip for Students from Rayong
Hemaraj arranged environmental field trip for teachers and students from Wat Map Chalood and Ban
Nong Fab schools, Rayong province to visit Siam Ocean World and participate in a presentation entitled
“Global Warming” organized by Coral and Coastal Conservation Foundation at Krungsri Imax Theatre, Siam
Paragon. Aimed at raising the public awareness on the critical issue, the session features a lecture on global
warming by Dr Thorn Thamrongna-wasawadi followed by a documentary film “THE APLS”
Hemaraj & Samitivej Sriracha Hospital Jointly Provide Mobile Medical Service to Communities in Rayong
Hemaraj in cooperation with Samitivej Sriracha Hospital organized a
free-of-charge mobile medical unit for local communities surrounding
Hemaraj’s Eastern Seaboard Industrial Estate (Rayong). The medical
services include blood sugar and fat levels checking, general health check-ups
and consultation from medical experts. The activity is organized annually as
part of Hemaraj’s continuous Corporate Social Responsibility program.
Hemaraj and Customers Distribute School Kits to 37 Schools in Chonburi and Rayong
Hemaraj in coordination with customers and alliances in its industrial
estates distributed school kits, school backpacks and sport equipment to
12,500 students in 37 schools in Rayong and Chonburi provinces under its
Annual School Contribution Program. The project is part of Hemaraj’s
social contribution activities, which has been continuously implemented for
over 10 years.
Hemaraj Donates Baht 1,000,000 for Earthquake Relief in China
Hemaraj presented the donation of Baht 1,000,000 to Mr. Zhang
Guoqing, Minister-Counselor, Deputy Chief of Mission at the Embassy of
the People’s Republic of China in Thailand to assist the victims from the
devastated earthquake in the Sichuan province, People’s Republic of China.
Hemaraj Skill Training Center in Eastern Seaboard IE Ready for Full Service
Hemaraj organized a road show to invite manufacturers and workers in
Rayong and Chonburi to enroll in the skill training courses of Hemaraj Skill
Training Centre. Located in Hemaraj’s Eastern Seaboard Industrial Estate
(Rayong), the Center is ready to provide practical work courses such as basic
skill training, welding, metal work techniques, autocad, industrial habit
orientation, tailor-made courses on demand, etc. The program also includes a
fast track Higher Vocational Certificate with relevant work experience
transferable into credits in 3 majors: Electronics, Production Technology and Logistics. This is to enhance
skill and career path of workers with M.3, M.6 or Lower Vocational Certificate.
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
In cooperation with the Vocational Education Commission and the Department of Skill Development,
the Skill Training and Development Centre was established as part of Hemaraj’s efforts to support the
country’s strategic industrial development by boosting skills and knowledge of those already in employment
and those about to enter the manufacturing sector
Hemaraj Announces Sponsorship to Chonburi Football Club and Land Donation and Scholarship to Sugar Mill School, Rayong
Hemaraj announced and presented a three-year sponsorship to
Chonburi Football Club worth a total of Baht 18 Million (funding of Baht 6
Million a year). On the same occasion, a donation of 1.5 rai of land worth
Baht 1 million in Pluak Daeng District and 10 scholarships worth Baht
50,000 (Baht 5,000 each) to needy students with excellent academic
records were also presented to Sugar Mill School in Rayong province.
Hemaraj Presents Scholarships to Students of Sugar Mill School, Rayong Province
Hemaraj presented 10 scholarships worth Baht 50,000 (Baht 5,000
each) to needy students with excellent academic records in Sugar Mill
School, Rayong province.
24-hrs Ambulance Service For Customers in Hemaraj’s Industrial Estates
Hemaraj in cooperation with Samitivej Sriracha Hospital has expanded
its ambulance service to 24 hours x 365 days to serve the immediate needs
of people working for day and night shifts in the Eastern Seaboard Industrial
Estate (Rayong), Hemaraj Eastern Seaboard Industrial Estate and Hemaraj
Chonburi Industrial Estate. The service is part of Hemaraj’s program in
providing value added services to customers operating in its industrial estates
Hemaraj and AMCHAM Organized Dedication Day for Adopt-A-School “Train The Trainers” Program
Hemaraj in cooperation with the AMCHAM Thailand Charitable Foundation organized a Dedication Day
for Adopt-A-School “Train The Trainers” program in recognition of the successful participation of directors
and teachers from 40 primary schools located around Eastern Seaboard.
Initiated in September this year under the annual Adopt-A-
School project, the program comprises field trips and workshops
aiming at providing the participants with innovative skills on holistic
approach teaching based on a highly-successful program
implemented at Lamplaimat Pattana School in Buri Ram Province
established by Population and Community Development Association
(PDA) and James Clark Foundation. The school was evaluated by The University of Tasmania in Australia
for its efficient teaching and learning method that is of the same level of international schools. Customers of Hemaraj-EIE Support Adopt-A-School “Train The Trainers” Program
Hemaraj organized a “Train-the-Trainers” program for teachers in
Rayong Province. The training is part of the “Adopt A School” project which
is a Corporate Social Responsibility (CSR) program under the cooperation
between Hemaraj Land And Development Plc. and AMCHAM Thailand
Charitable Foundation. Until now 200 teachers have been trained under the
program.
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
On the same occasion customers of Hemaraj Eastern Industrial Estate (Map Ta Phut) also donated
cash to support the “Adopt-A-School -Train The Trainers” program for training teachers for schools in
Rayong and Chonburi provinces.
Hemaraj held Drawing and Essay Contests
As part of its 20th anniversary celebration, Hemaraj held a drawing contest entitled “Hemaraj,
Community and Environment” for students in level 4-6 primary schools and an essay contest entitled
“Hemaraj and Community” for students in level 1-3 secondary schools with an aim to provide the students
around the Eastern Seaboard with creative skills. Entries for the contests include 400 paintings and essays
from 22 schools.
Hemaraj Selected for “Beautiful Gardens in Industrial Estate” Book
Hemaraj was selected among 40 beautiful gardens to be published in “Beautiful Gardens in Factories
and Industrial Estates” book – volume 1. The project is initiated by the Thai Industrial Estate Foundation
(TIEF) and the Industrial Estate Authority of Thailand (IEAT) under the concept “Clean and Green” with the
objective to raise awareness among factories and industrial estate developers towards the importance and
value of green areas in environmental conservation. A portion of the proceeds from the book after deduction
of expenses will be presented to His Majesty the King on the Auspicious Occasion of His Majesty the King’s
80th Birthday Anniversary.
j Environmental Care
Hemaraj Land And Development Plc. maintains the environmental policy in developing the industrial
estates by emphasizing on land development as well as increasing the infrastructure service capacities.
Besides focusing on environmental management, Hemaraj also encourages companies in the estates to
become aware of the significance of environmental care and community relations. Hence, the Safety Clubs
are where members from companies in the estates join to share the same objective in caring for the
environment. All through the year, the clubs conducted several activities including Environmental Training
Program for Youth, internal and external Emergency Practice among the estates and the communities
nearby. Since year 2000, Hemaraj has been practicing and managing environmental related projects and
has received the Environmental Management System: ISO 14001.
Through 2008, Hemaraj achieved respectable collaborations from companies within the estates to
constantly manage and care for the environment around the industrial estates and the communities near by.
To prevent any environmental issues including wastewater, polluted air and industrial waste, which may
effect to the community, all parties in the estate run their business by the rules and regulations. The
environmental management programs within the industrial estates were efficiently conducted with the
verifications from government and independent agencies all through the year. Regarding the emergency
responses, Hemaraj has improved the measurement to conduct proper response by enhancing the
communication systems and providing advanced training courses to the safety team to be able to effectively
react to all circumstances by all means.
Hemaraj sees the significance in maintaining the environment care projects. From day one, Hemaraj
believes in the principle of sustainable co-existing of environment and community and this is our promise to
the public.
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
% GDP % Capacity Utilization
Rai
6.2
4.5
5.14.9
3.0
Thailand Industrial Property Market Baht : Million
Total Vehicles & Parts Petrochemical
BOI Application Approvals
3,236
2,6952,865
4,6174,170
601 571
373
744
500
The 2008 Thai economy forecasted to grow only 3.0% compared to 4.9% in 2007. It is mostly due to
shrink in domestic consumption, global economic slow down and the closedown of major airports, which
greatly affected transportation of goods as well as tourists towards the end of the year.
In 2008, the Private Consumption Index expanded only by 2.5% while Manufacturing production
continued to grow by 5.3% and the capacity utilization rate decreased to 69.3%. For the year 2008, the
Private Investment Index grew by 4.3%. Export volumes for Thailand were increased to US$ 175.3 billion, a
16.8% increase, while Imports increased by 26.4% to US$ 175.0 billion. Current account ended the year
with a minus of US$ -0.1 billion. The balance of payments was US$ 24.6 billion significantly increased from
last year’s surplus of US$ 17.1 billion.
The industrial property market sector decreased 13%, from 4,812 rai in 2007 to 4,170 in 2008. The
Board of Investment (BOI) project approval significantly decreased to Baht 500 billion compared with Baht
745 billion in 2007, or 33% decrease. The number of projects approved was 1,253 projects, a 7% decrease
from 2007.
Thailand remained a growing regional production hub in the ASEAN automotive industry, particularly for
one-ton pickups and small passenger cars, with the production has reached 1.39 million vehicles in 2008.
Domestic vehicle sale in 2008 was 614,078 vehicles and 775,652 vehicles for export. In 2008, automotive
export was Thailand’s No. 1 export with 10.4% of total export value.
Source: Bank of Thailand, February 2009, Board of Investment, January 2009
CB Richard Ellis, Quarter 4, 2008
Economic & Competitive Condition
�0
Hemaraj Land And Development Public Company Limited
Annual Report2008
Management Analysis j Operating Performance
For the Year 2008, Hemaraj reported Total Net Income of Baht 1,342.0 million, or an increase of Baht
178.4 million or 15% compared with the same period of 2007. This was partially due to the Year 2008
included dividends and profits from associated companies of Baht 73.6 million, the reversal of specific tax
and transfer fee accruals of Baht 248.2 million from previous quarters due to the announce decrease in
specific business tax and transfer fee from the Government Announcement, and a lower income tax
compared to the same period of prior year.
For the Year 2008, Hemaraj’s Total Revenue was Baht 4,982.5 million compared with Baht 5,238.1
million for the same period of 2007, representing a 5% decrease. Total Operating Revenue from core
businesses was Baht 4,581.4 million, a 12% decrease from the same period of 2007. Industrial Estate Land
Sales for the Year 2008, including Profit from Associated Industrial Estate, were a record Baht 2,853.9
million, or a 32% increase. There is an additional Baht 1,209 million in deferred revenue from Industrial
Estate Land Sales not recognized to date, based on the percent completion method from 3 industrial estate
new phase developments and representing sales that will be recognized primarily over the next 3 to 18
months.
Industrial Estate Sales were #1 Market Share 20081 (3 years running) with 1,621 rai (648-acres), with
60 contracts, 27 new customers and expansion from 33 existing customers.
Total Utilities Revenue including industrial estate utilities, profit dividend from power utilities associates,
and other utilities and services fees increased to Baht 924.0 million, an increase of 28%. Total Rent Revenue
including SME factory rental, pipe-rack rental, and commercial office rental increased to Baht 421.7 million,
an increase of 28%. Sale of Property including SME factory sales, residential sales and other land/property
sales decreased to Baht 381.8 million from Baht 1,944.0 million, an 80% decrease somewhat anticipated
due to residential prior year percent completion.
j Financial Status
The consolidated Balance Sheet in 2008 is summarized as follows.
Total Assets in 2008 were Baht 13,712 million, a 1% increase from Baht 13,897 million in 2007. Total
Current Assets in 2008 were Baht 8,171 million compared to Baht 10,611 million in 2007, or a decrease of
23%. This includes Cash on Hand of Baht 932 million, Account Receivable of Baht 1,229 million and Land
held for Real Estate development of Baht 5,930 million.
Other Assets were Baht 5,540 million in 2008. This includes Land held for commercial purposes not
under development of Baht 315 million, assets for rent of Baht 2,041 million, and long-term investment in
other companies of Baht 569 million. Long term investment includes the 25% holding in S I L Industrial Land
Co., Ltd., a joint investment with the company in Siam Cement Group and 35% holding in Gheco-One, a
joint investment with Glow Energy (GDF Suez) of which Baht 2,059 million deposited for future equity
commitment.
Total Liabilities in 2008 were Baht 5,575 million an 11% decrease from Baht 6,279 million in 2007. The
decrease was mainly from reduced cash liabilities and the increased of deferred income.
1 Source: CB Richard Ellis
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Total Shareholders Equity in 2008 was Baht 8,138 million versus Baht 7,618 million in 2007, or a 7%
increase due to the Net Operating Profit of 2008, the dividend payment, and the exercise of the warrants.
During the Year 2008, 27.62 million units of warrants were exercised to common shares. As of December
31, 2008, there were 9,381.84 million common shares and 327.54 million warrants outstanding. The 2007
Net Debt to Equity ratio was at 0.57 to 1.
j Risk Factors & Others
External Risks
The company faces investment and management risks associated with Thai government and Bank of
Thailand policies as well as external political and economic environment in neighboring and other countries.
In addition Foreign Direct Investment, oil price, interest rates, land cost, construction cost, delays in
construction, and shortages of skilled labor are factors that could affect the company businesses.
The company is aware of the risks and effects associated with such factors and tries to have a
systematic monitoring and analytical measurement to prevent and to minimize such risks. The Board of
Directors and Management have also implemented the business strategy with appropriate adjustments
based on the situation as witnessed from broadened operating revenue and improved profit margins.
Increases in revenue from industrial estates utilities and rental, which are recurring and predictable, have
balanced our revenue structure. Our multiple-locations industrial estates with a high percentage of repeat
customers and the niche selective property projects have also reduced our risk profile.
The current global economic downturn will significantly impact on the company’s business in the short
term with a reduction in capacity needs and hence in industrial estate demand from new and expansion
customers. There is also an increased risk and softness in SME Factory rental due to decrease in demand
or delayed programs, utility demand reduced slightly as production utilization has dropped, while customers
reduce pipeline and inventory positions.
However, industrial development is in place, broad revenue cushions this impact, and strong balance
sheet minimize disruption.
Financial Risks
The operating performance, financial status, economic environment in Thailand and other countries,
access to financial and capital market, foreign exchange and interest rates are risk factors to the companies
financial management.
An appropriate and sufficient source of funds with a reasonable cost of capital and appropriate
financial structure will support the company’s competitiveness. Since the economic crisis, the company’s
financial structure has been continuously strengthening resulting in improving in net debt to equity ratio. In
2008 the net debt to equity ratio was 0.57 to 1 times with cash balance of Baht 932 million. With a strong
balance sheet and a lower debt level, high level of cash on hands, no foreign currency debts, broader
lending sources, and A- TRIS company rating, these will provide the company more flexibility to grow the
business expansion, yet to minimize the financial risks.
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
Risk from Automotive and Petrochemical Customers
The company has 179 customers from automotive (131) and petrochemical (48) sectors out of 394
customers, or 45% of total customers. The company will be affected from the slowdown of investment from
these sectors both revenue from land sales and other related revenue.
The company is aware of such factors and has benefited from these clusters, but it is also expanding
our customer base in different sectors such as electronic, energy, steel, construction materials, etc. so that
the company will not entirely depend on one or two sectors. The company tracks and analyzes the
customer mix and demographic on a regular basis and adjusts our strategy accordingly.
Risk from investing in Independent Power Producer (IPP)
The company has invested in Independent Power Producer (IPP) project in Gheco-One company
limited with Glow Energy. This is in line with our strategy to broaden our revenue by selectively pursuing
superior profit opportunities from complementary businesses to increase the predictability and sustainability
of the longer-term revenue stream. Risk from delay of construction, financing risk, risk from environmental
impact, risk from raw material sourcing, risk from sole customer, foreign exchange risk, and interest rate risk
are risks involved the project and the material change in such factors could materially affect the project’s
performance as well as the company’s.
The company is aware of the risk from such factors by having a feasibility study as well as the
sensitivity analysis cover all areas and considering together with the attractiveness of the project, including
the return which is recurring and predictable throughout the project life after the commercial operation. This
project will be developed and managed by Glow Energy (GDF Suez), Thailand’s leading private power
producer. As of December 2008, Gheco-One has obtained Environmental Impact Assessment (EIA)
approval from Office of National Environmental Policy (ONEP), signed Power Purchase Agreement (PPA)
with Electricity Generating Authority of Thailand (EGAT), signed Coal Supply Agreements (CSA) with
suppliers, secured Project Financing from lenders, and signed the Engineering Procurement Contract (EPC)
with contractor. The project is under construction and planned for the commercial operation date (COD) by
end of 2011. In addition, Gheco-One signed the foreign exchange rate swap, interest swap, and various
contracts on matching currency of lending with costs and revenue streams and interest rate swaps in order
to minimize those risks.
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
j Board of Directors
As of December 31, 2008, Board of Directors consists of 10 members as follows:
1. Mr. Chavalit Sethameteekul* Chairman of the Board of Directors/
Nomination and Remuneration Committee
2. Mr. Thongchai Srisomburananonta Director/Chairman of the Executive Committee/
Nomination and Remuneration Committee
3. Mr. David Richard Nardone Director/Executive Director
4. Mr. Sudhipan Charumani Independent Director/Chairman of the Audit
Committee/Chairman of the Nomination and
Remuneration Committee
5. Mr. Peter John Edmondson Independent Director/Audit Committee
6. Mrs. Punnee Worawuthichongsathit Independent Director/Audit Committee/Good
Corporate Governance Committee
7. Mr. Vivat Jiratikarnsakul Director/Executive Director
8. Ms. Pattama Horrungruang Director/Executive Director/Good Corporate
Governance Committee
9. Mr. Somphong Wanapha Independent Director/Chairman of the Good
Corporate Governance Committee
10. Mr. Vikit Horrungruang** Director
With Mr. Sirisak Kijraksa as Company Secretary
Note: *Mr.Chavalit Sethameteekul has been appointed to be the Board of Directors on April 29,
2008
**Mr. Vikit Horrungruang has been appointed to be the Board of Directors to replace the
resigned Director on June 6, 2008
The Company’s Board of Directors consists of 4 Independent Directors who have qualifications
according to such prescribed in regulation of SET and SEC as follows:
(1) holding shares not exceeding one per cent of the total number of voting rights of the company, its
parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the
shares held by related persons of the independent director;
(2) neither being nor having been an executive director, employee, staff, or advisor who receives
salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level
subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended
not less than two years prior to the date of application filing with the Office;
(3) not being a person related by blood or registration under laws, such as father, mother, spouse,
sibling, and child, including spouse of the children, executives, major shareholders, controlling persons,
or persons to be nominated as executive or controlling persons of the company or its subsidiary;
(4) not having a business relationship with the company, its parent company, subsidiary, affiliate or
juristic person who may have conflicts of interest, in the manner which may interfere with his
independent judgement, and neither being nor having been a major shareholder, non-independent
director or executive of any person having business relationship with the company, its parent company,
subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship
has ended not less than two years prior to the date of application filing with the Office.
Management Structure
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
The term “business relationship” includes any normal business transaction, rental or lease of
immovable property, transaction relating to assets or services or grant or receipt of financial assistance
through receiving or extending loans, guarantee, providing assets as collateral, including any other
similar actions, which result in the applicant or his counterparty being subject to indebtedness payable
to the other party in the amount of three percent or more of the net tangible assets of the applicant or
twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated
according to the calculation method for value of connected transactions under the Notification of the
Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed
Companies Concerning the Connected Transactions mutatis mutandis. The combination of such
indebtedness shall include indebtedness taking place during the course of one year prior to the date on
which the business relationship with the person commences;
(5) neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate or
juristic person who may have conflicts of interest, and not being a major shareholder, non-independent
director, executive or partner of an audit firm which employs auditors of the company, its parent
company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing
relationship has ended not less than two years from the date of application filing with the Office;
(6) neither being nor having been any professional advisor including legal advisor or financial advisor
who receives an annual service fee exceeding two million Baht from the company, its parent company,
subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having
been a major shareholder, non-independent director, executive or partner of the professional advisor
unless the foregoing relationship has ended not less than two years from the date of application filing
with the Office;
(7) not being a director who has been appointed as a representative of the company’s director, major
shareholder or shareholders who are related to the company’s major shareholder;
(8) not having any characteristics which make him incapable of expressing independent opinions with
regard to the company’s business affairs. Basic Scope of Board of Directors’ Responsibility
The Board of Directors’ prime responsibility is to formulate corporate visions, overall policies and major
strategies with ability, integrity and care, so as to achieve continuous and long lasting benefits to the
company and Shareholders. This responsibility includes effective control and supervision of the
Management to assure that Board instructions are put into practice with efficiency and in line with relevant
rules of law and supervising authorities’ regulations, with the Company’s own requirements, as well as with
good corporate governance principles. In discharging its responsibility, the Board may appoint or assign one
or more specific directors or any other persons to act on its behalf, and can revoke such appointments or
assignments, as it considers necessary or appropriate.
Term of the Board of Directors
In every Annual Ordinary Meetings, 1/3 of the board of directors shall be resigned. In case it is
undividable, the resigned director must be as close to 1/3 and such resigned director may be re-elected to
assume the same position.
j Executive Committee
As of December 31, 2008, Executive Committee consists of 4 members as follows:
1. Mr. Thongchai Srisomburananonta Chairman of the Executive Committee
2. Mr. David Richard Nardone Executive Committee Member
3. Mr. Vivat Jiratikarnsakul Executive Committee Member
4. Ms. Pattama Horrungruang Executive Committee Member
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
The Executive Committee has been assigned by the Board of Directors to help formulate the
Company’s operation policy and strategies, to supervise and to ensure that such approved policy and
strategies are followed through with responsibilities, integrity and care, and in line with relevant rules of law,
the Company’s rules, as well as the Board of Directors and Shareholders approval.
Scope of the Executive Committee’s Authority and Responsibility
1. To screen and review business plans, investment plans, together with the relevant budgets, as prepared by
the Management, prior to submitting the said data to the Board of Directors for consideration and approval.
2. To monitor, supervise and control the Company’s work progress, in order to ensure that the Company’s
operations are in line with what the authorizing or assigning Board would expect.
3. To consider granting permission to commence important activities, as well as to authorize payments in
excess of Management authority, in accordance with the Company’s authorization rules and the approved
budgets.
4. To set the Company’s organization chart, authority of the Management, the remuneration policy and salary
structure of the Company for Board consideration.
5. To assign one or more specific persons to act on behalf of the Executive Committee, or to revoke such
assignments as the Executive Committee may consider appropriate.
6. To perform any other tasks, as assigned by the Board of Directors.
The above-stated scope of authority would not apply where a vested interest or a conflict of interest
concerning a related-party transaction under SEC regulations is at issue. In such a case, the Executive
Committee would need to refer the matter to the Board of Director or to a Shareholders’s Meeting, as the
case may be, for consideration and approval, unless appropriate pre-set permission is already in evidence.
j Audit Committee
As of December 31, 2008, Audit Committee consists of 3 members as follows:
1. Mr. Sudhipan Charumani Audit Committee Chairman
2. Mr. Peter John Edmondson Audit Committee Member
3. Mrs. Punnee Worawuthichongsathit Audit Committee Member
The Audit Committee Charter endows the Audit Committee with the following duties and responsibilities to
the Company’s Board of Directors:
1. To review that the Company’s financial reports are correct and sufficient;
2. To review that the Company has appropriate and efficient internal control and internal audit system; to
determine an internal audit unit’s independence, as well as to approve the appointment, transfer and
dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit;
3. To review that the Company complies with laws relating to securities and securities markets, as well as
with SET’s rules and regulations and any other laws relating to the Company’s business;
4. To consider, select and nominate an independent person to be the Company’s auditor, and to propose
such person’s remuneration, as well as to attend a non-management meeting with an auditor at least
once a year;
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to
ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable
and for the highest benefit of the Company;
6. To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must
be signed by the audit committee’s chairman and consist of at least the following information;
- An opinion on the accuracy, completeness and creditability of the Company’s financial report,
- An opinion on the adequacy of the Company’s internal control system,
- An opinion on the compliance with the law on securities and exchange, the Exchange’s
regulations, or the laws relating to the Company’s business,
- An opinion on the suitability of an auditor,
- An opinion on the transactions that may lead to conflicts of interests,
- The number of the audit committee meeting, and the attendance of such meeting by each
committee member,
- An opinion or overview comment received by the audit committee from its performance of
duties in accordance with the charter, and
- Other transactions which, according to the audit committee’s opinion, should be know to the
shareholders and general investors, subject to the scope of duties and responsibilities assigned
by the Company’s board of directors; and
7. To report the Audit Committee’s performance to the Company’s Board of Directors at least on a
quarterly basis;
8. To perform any other work that the Audit Committee agrees to, as may be assigned by the Company’s
Board of Directors.
The Audit Committee has 3 years period and may be re-elected to assume the same position. j Corporate Governance Committee
As of December 31, 2008, the Good Corporate Governance Committee consists of 3 members as follows:
1. Mr. Somphong Wanapha Good Corporate Governance Chairman
2. Mrs. Punnee Worawuthichongsathit Good Corporate Governance Member
3. Ms. Pattama Horrungruang Good Corporate Governance Member
The Corporate Governance Committee shall consider and propose practical guidelines and advices of
Good Corporate Governance according to the SET and SEC’s regulations including other institutions to the
Board of Directors for consideration. The Corporate Governance Committee has 3 years period and may be
re-elected to assume the same position.
j Nomination and Remuneration Committee
As of December 31, 2008, the Nomination and Remuneration Committee consists of 3 members as follows:
1. Mr. Sudhipan Charumani Nomination and Remuneration
Committee Chairman
2. Mr. Chavalit Sethameteekul Nomination and Remuneration Committee Member
3. Mr. Thongchai Anankusri Nomination and Remuneration Committee Member
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
1. Mr. David Richard Nardone President & Chief Executive Officer 2. Mr. Vivat Jiratikarnsakul Executive Vice President 3. Ms. Pattama Horrungruang Senior Vice President & Chief Financial Officer 4. Mr. Sunthorn Kongsunthornkitkul Vice President - Industrial Estate Operations 5. Mr. Tanin Subboonrueng Director - Industrial Estate Development 6. Mr. Sirisak Kijraksa Director - Accounting and Legal 7. Ms. Somjai Wachiraha Director - Finance 8. Mr. Niphone Harnpatanapanich Director - Residential Project Planning 9. Mr. Khamhoung Ratsamany Director - Water & Small Power Project Planning 10. Mr. Paopitaya Smutrakalin Director - Corporate Planning and Investor Relations 11. Ms. Jinnapat Tongviseskul Director - Residential Customer Development 12. Ms. Ladda Rojanavilaivudh Director - Industrial Customer Development 13. Ms. Anchalee Parsertchand Director - Industrial Customer Development 14. Ms. Chantana Hinkaew Director - Corporate Marketing 15. Mr. Preeprem Malasitt Director - IE Training Center and New Projects 16. Ms. Prattana Kijjanon * Director - Procurement 17. Mr. Apichat Trongsukson Assistant Director - Information System & Services
The Nomination and Remuneration Committee handles preliminary selections, as well as to compile
relevant data, of suitable candidates for Board’s formal consideration. A short list of suitable Director
candidates, together with relevant background information, would be submitted in advance by current
directors and/or shareholders for formal consideration in the Board meeting. Such a meeting would first
concentrate on the Company’s specific requirements, before proceeding to discuss each candidate in depth
on issues of reputation, experience, reliability, known ability and vision, as well as other relevant aspects.
Those chosen by the Board would have their names proposed to the forthcoming Shareholders’ Meeting for
consideration and approval.
The Board of Directors has appointed the Nomination Committee to be the Nomination and
Remuneration Committee since May 2009 to determine the compensation of the Board of Directors and
Directors in Sub-Committees for the Board of Directors and the Annual General Meeting of Shareholder’s
consideration and approval. Such compensation proposal would be based on the general market trend,
information obtained from the Stock Exchange of Thailand, individual responsibility levels and work results,
as well as on the Company’s actual performance and prevailing financial strength. The Nomination and
Remuneration Committee has 3 years period and may be re-elected to assume the same position.
j Company Management The Company Management consists of
Note : *Being appointed on August 18, 2008
The President & CEO has the responsibility in assigning each management member with appropriate duties and authority in order to enable the Company to implement its policy and strategies, together with its business plans, in an efficiently effective manner and in accordance with the targets and budgets as determined or approved by the Board and/or the Executive Committee.
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
j Remuneration for Directors and Management 1. Total remuneration for the 11 Directors in 2008 was Baht 16,922,037 (Baht 16,675,000 in 2007), being Board and Committee Meeting Fees and being Compensations, as per following individual details:
Name Position Directors’ Remuneration (Baht) Meeting Fees Compensations Total
1. Mr. Sawasdi Horrungruang* Chairman of Board of Directors 210,000 1,085,166 1,295,166 / Chairman of Executive and Nomination Committee 2. Mr. Chavalit Sethameteekul** Chairman of Board of Directors 235,000 956,045 1,191,045 / Nomination and Remuneration Committee 3. Mr. Thongchai Director / Chairman of Executive 250,000 1,934,891 2,184,891 Srisomburananonta*** Committee / Nomination and Remuneration Committee 4. Mr. Sudhipan Independent Director/Chairman of 445,000 1,000,000 1,445,000 Charumani Audit Committee/ Chairman of Nomination and Remuneration Committee 5. Mr. David Richard Director/ Member of Executive 245,000 1,750,000 1,995,000 Nardone Committee 6. Mr. Peter John Independent Director/ Audit Committee 260,000 1,000,000 1,260,000 Edmondson 7. Mrs. Punnee Independent Director/ Audit 445,000 1,000,000 1,445,000 Worawuthichongsathit Committee and GCG Committee 8. Mr. Vivat Jiratikarnsakul Director/ Executive Committee 245,000 1,750,000 1,995,000 9. Ms. Pattama Horrungruang Director/ Executive Committee 325,000 1,750,000 2,075,000 and GCG Committee 10. Mr. Somphong Wanapha Director/ Chairman 365,000 1,000,000 1,365,000 of GCG Committee 11. Mr. Vikit Horrungruang**** Director 105,000 565,935 670,935 Total 3,130,000 13,792,037 16,922,037
* Mr. Sawasdi Horrungruang resigned from the Board of Directors on June 6, 2008
** Mr. Chavalit Sethameteekul has been appointed to be the Board of Directors on April 29, 2008 and to be the Chairman of the
Board of Directors and Nomination and Remuneration Director on June 6, 2009
*** Mr. Thongchai Srisomburananonta has been appointed to be the Chairman of Executive Committee on June 6, 2009
**** Mr. Vikit Horrungruang has been appointed to be the Board of Directors on June 6, 2009
2. Total remuneration for the Company’s Executives and Management by way of salaries, bonuses, and
provident fund contributions for 20 persons in 2008 was Baht 135,039,250.
Necessity and Soundness of Connected Transactions
The connected transactions between the Company and its subsidiary companies, affiliated companies,
related companies and/or the third party are the normal course of business which will be considered based
on the market prevailing rate and will be approved by the Board of Executive Directors or Board of
Directors, on a case by case basis. In addition, the transactions will be reviewed by the Audit Committee in
compliance with the rules stated by the Stock Exchange of Thailand (SET), Securities and Exchange
Commission (SEC), as well as Thai Accounting Standards in relation to information disclosure and practices
of listed companies in connected transactions, announced by the Federation of Accounting Profession.
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Audit Committee’s Opinion in relation with Connected Transactions
By having considered and reviewed the disclosure of related-party transactions among the Company
and its group with the Company’s internal auditor and the Management, the Committee convinced that the
disclosure of the connected transactions was adequate, correct and in compliance with related laws and
the regulations of SET, SEC, the Company’s objective, and Thai Accounting Standards in relation to
information disclosure and practices of listed companies in connected transactions, announced by the
Federation of Accounting Profession.
Approval Measures or Procedures of Connected Transactions
All future connected transactions will be considered and approved by the Management, Board of
Executive Directors, Board of Directors, or Shareholders’ Meeting, whichever the case maybe, and will be
conducted as part of the normal course of business according to the Company’s rules and regulations.
Meanwhile, prices and other conditions shall be as if the transaction is made with the third party where
directors or staff with an interest in such transaction must not participate in the approval process. The
transactions will be audited and reviewed by external auditor, internal auditor, and the Audit Committee of
the Company. The Company shall disclose the transaction details in compliance with related laws and the
regulations of SET, SEC, the Company’s objective, and Thai Accounting Standards in relation to information
disclosure and practices of listed companies in connected transactions, announced by the Federation of
Accounting Profession.
In compliance with Securities and Exchange Act (Amended) effective in 2008, the Company has added
the rules in relation with the connected transactions which are the normal course of business as follows:
1. For any future connected transaction between the Company and its subsidiary companies,
affiliated companies, related companies, directors, management, and/or the third party which is a
normal course of business, the Management can approve the said transaction by having the terms
and conditions the same as part of the normal course of business in the same manner as the
Company will conduct with the third party without having any influence from directors,
management, or related persons.
2. The Company shall summarize the list of connected transactions which has the size larger than
3% of Net Tangible Asset and shall present to the Board of Directors every quarter.
�0
Hemaraj Land And Development Public Company Limited
Annual Report2008
Co
nnec
ted
Per
sons
and
Tra
nsac
tio
ns
1 A
sso
ciat
es:
1.1
Ely
o-H
Fac
ilitie
s -
The
Com
pany
hol
ds 3
9.99
%
Adv
ance
B/F
92
-
Adv
ance
in O
pera
ting
Exp
ense
s U
tiliti
es R
ate
is m
arke
t rat
e.
Man
agem
ent L
imite
d -
Ther
e ar
e 3
join
t dire
ctor
s w
ho a
re
Dur
ing
the
year
(9
2)
- Th
e C
ompa
ny o
btai
ns p
reve
ntiv
e an
d
Mr.
Dav
id R
icha
rd N
ardo
ne,
Adv
ance
C/F
-
corr
ectiv
e m
aint
enan
ce s
ervi
ces
from
Ely
o-H
.
Faci
litie
s M
r. V
ivat
Jira
tikar
nsak
ul, a
nd
-
Ely
o-H
rent
s th
e S
ME
fact
ory
and
obta
ins
Man
agem
ent S
ervi
ce
Ms.
Pat
tam
a H
orru
ngru
ang
ut
ilitie
s se
rvic
es fr
om th
e C
ompa
ny fo
r 3
year
s.
- M
r. K
ham
houn
g R
atsa
man
y is
als
o a
dire
ctor
in a
n as
soci
ated
com
pany
. -
Cos
t of S
ervi
ce
10,4
71
-
Ser
vice
Inco
me
1,01
3
1.2
SIL
Indu
stria
l -
The
Com
pany
hol
ds 2
5.00
%
Loan
to
-
Loan
for n
orm
al c
ours
e of
bus
ines
s ac
cord
ing
to it
s -L
oan
for
norm
al c
ours
e of
Land
Com
pany
Lim
ited
- Th
ere
are
2 jo
int d
irect
ors
who
are
- P
rinci
pal &
Acc
. Int
. Inc
ome
sh
areh
oldi
ng s
truc
ture
with
inte
rest
rate
at M
LR-1
%
busi
ness
acc
ordi
ng to
its
Mr.
Dav
id R
icha
rd N
ardo
ne,
Beg
inni
ng B
alan
ce
15,0
00
of a
com
mer
cial
ban
k. T
he in
tere
st is
pai
d m
onth
ly.
shar
ehol
ding
str
uctu
re w
ith
Mr.
Viv
at J
iratik
arns
akul
A
cc. I
nt. I
ncom
e du
ring
the
year
42
8
inte
rest
rat
e at
MLR
-1%
Indu
stria
l Est
ate
R
ecei
ved
durin
g th
e ye
ar
(15,
428)
-
The
Com
pany
pro
vide
s m
anag
emen
t ser
vice
. -
Man
agem
ent F
ee a
t
Dev
elop
men
t
End
ing
Bal
ance
-
-
The
Com
pany
’s s
ubsi
diar
y pr
ovid
es d
esig
n an
d 5%
-8%
of R
even
ue
co
nstr
uctio
n m
anag
emen
t ser
vice
s.
- M
anag
emen
t Fee
is
m
arke
t rat
e.
Tr
ade
acco
unt r
ecei
vabl
es
B
/F
1,25
0
D
urin
g th
e ye
ar
780
C/F
2,
030
1.3
Ray
ong
Indu
stria
l -
The
Com
pany
hol
ds 2
5 %
-
Ser
vice
Inco
me
18,4
11
- T
he C
ompa
ny p
rovi
des
man
agem
ent s
ervi
ce.
- M
anag
emen
t Fee
at 5
%-
Land
Com
pany
Lim
ited
(indi
rect
ly) v
ia S
IL In
dust
rial
- In
tere
st In
com
e 42
8
8% o
f Rev
enue
Land
Com
pany
Lim
ited
Trad
e ac
coun
t rec
eiva
bles
- Th
e C
ompa
ny’s
sub
sidi
ary
prov
ides
des
ign
- M
anag
emen
t Fee
is
Indu
stria
l Est
ate
B/F
79
4 an
d co
nstr
uctio
n m
anag
emen
t ser
vice
s.
mar
ket r
ate.
Dev
elop
men
t -
Ther
e ar
e 2
join
t dire
ctor
s w
ho a
re
D
urin
g th
e ye
ar
614
Mr.
Dav
id R
icha
rd N
ardo
ne,
C
/F
1,40
8
Mr.
Viv
at J
iratik
arns
akul
-
Ser
vice
Inco
me
6,
080
1.4
GH
EC
O -
One
-
The
Com
pany
hol
ds 3
5%
Lo
an is
pro
vide
d in
acc
orda
nce
with
-
Loan
for
norm
al c
ours
e of
bus
ines
s
Com
pany
Lim
ited
- Th
ere
are
3 jo
int d
irect
ors
who
are
Sha
reho
lder
Agr
eem
ent b
ased
on
its s
hare
hold
ing
and
for
proj
ect d
evel
opm
ent.
Mr.
Dav
id R
icha
rd N
ardo
ne,
st
ruct
ure
with
inte
rest
rat
e at
MLR
-1%
Mr.
Viv
at J
iratik
arns
akul
, and
Ms.
Pat
tam
a H
orru
ngru
ang
Co
nnec
ted
Per
sons
/ D
escr
ipti
on
of
Rel
atio
nshi
p
Tran
sact
ion
Tran
sact
ion
Des
crip
tio
n N
eces
sity
/Op
inio
n o
f A
udit
Typ
e o
f B
usin
ess
Valu
e en
d o
f
Co
mm
itte
e
31
Dec
08
Uni
t : T
hous
and
Bah
t
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008C
onn
ecte
d P
erso
ns/
Des
crip
tio
n o
f R
elat
ions
hip
Tr
ansa
ctio
n Tr
ansa
ctio
n D
escr
ipti
on
Nec
essi
ty/O
pin
ion
of
Aud
it
Ty
pe
of
Bus
ines
s
Va
lue
end
of
C
om
mit
tee
31 D
ec 0
8
Ele
ctric
ity a
nd P
ower
Loan
to
Gen
erat
ion
-
Prin
cipa
l & A
cc.In
t.Inc
ome
B
egin
ning
Bal
ance
-
P
rinci
pal d
urin
g th
e ye
ar
1,25
8,00
0
Acc
.Int.I
ncom
e du
ring
the
year
29
,411
R
ecei
ved
durin
g th
e ye
ar
(1,2
87,4
11)
E
ndin
g B
alan
ce
-
In
tere
st In
com
e 29
,411
2. R
elat
ed C
om
pan
ies
2.1
Loan
to
2.1.
1 S
rirac
ha H
arbo
r P
ublic
Th
e C
ompa
ny h
olds
6.4
0%
Loan
to
11,3
55
In 1
996,
The
Com
pany
pro
vide
d lo
an to
as
a sh
areh
olde
r -
The
outs
tand
ing
amou
nt is
a re
sult
Com
pany
Lim
ited
Ther
e is
1 jo
int d
irect
or w
ho is
Less
Allo
wan
ce fo
r dou
btfu
l deb
ts
(11,
355)
(1
5% h
oldi
ng) f
or B
aht 2
0 m
illion
with
inte
rest
rat
e of
fro
m th
e lo
an g
rant
ed a
s de
em
Mr.
Saw
asdi
Hor
rung
ruan
g
Beg
inni
ng B
alan
ce N
et
- 15
.5%
whi
ch w
as th
e m
arke
t rat
e du
ring
that
tim
e. S
rirac
ha
nece
ssar
y at
that
poi
nt o
f tim
e an
d th
e
Por
t Ser
vice
and
(a
lread
y re
sign
ed fr
om th
e C
ompa
ny)
D
urin
g th
e ye
ar
- H
arbo
r re
paid
som
e of
prin
cipa
l. D
urin
g th
e 19
97 c
risis
, in
tere
st r
ate
is c
harg
ed a
t mar
ket r
ate
Tran
spor
tatio
n
E
ndin
g B
alan
ce N
et
- S
rirac
ha H
arbo
r w
as u
nabl
e to
repa
y th
e de
bt a
nd w
ent
durin
g th
at ti
me.
unde
r re
habi
litat
ion
plan
.
-
Inte
rest
Inco
me
114
- Th
e C
ompa
ny h
as fu
lly re
serv
ed to
tal a
mou
nt o
f dou
btfu
l -T
he C
ompa
ny h
as fu
lly re
serv
ed to
tal
acco
unt a
ccor
ding
to th
e C
ompa
ny’s
pro
cedu
res.
How
ever
, am
ount
of d
oubt
ful a
ccou
nt a
t the
tim
e
the
Com
pany
has
not
adj
uste
d th
e re
serv
e un
der
the
reha
bilit
atio
n
the
Com
pany
file
d th
e pe
titio
n un
der
plan
whi
ch w
ill be
adj
uste
d up
on re
ceiv
ing
from
the
debt
or.
re
habi
litat
ion
plan
of S
rirac
ha H
arbo
ur P
lc.
Acc
ordi
ng to
reha
bilit
atio
n pl
an, t
he in
tere
st r
ate
is th
e av
erag
e of
A
s a
resu
lt fro
m e
cono
mic
cris
is in
199
7
3-m
onth
dep
osit
rate
for
indi
vidu
al w
hich
is 1
% a
nd th
e re
mai
ning
will
be p
ayab
le a
t Yea
r 10
.
2.2
Acc
ount
Rec
eiva
ble
2.2.
1 S
teel
Top
Com
pany
-
Ther
e is
1 jo
int d
irect
or w
ho is
-
Trad
e A
ccou
nt R
ecei
vabl
es
7,40
6 -
The
Com
pany
’s s
ubsi
diar
y pr
ovid
es u
tility
ser
vice
s to
Ste
el
- U
tiliti
es R
ate
is m
arke
t rat
e.
Lim
ited
Mr.
Saw
asdi
Hor
rung
ruan
g Le
ss A
llow
ance
for
doub
tful d
ebts
(7
,406
) To
p w
ithin
indu
stria
l est
ate
in a
ccor
danc
e w
ith th
e co
mm
itmen
t –
The
outs
tand
ing
acco
unt r
ecei
vabl
e
(alre
ady
resi
gned
from
the
Com
pany
)
Beg
inni
ng B
alan
ce N
et
- gi
ven
to th
e In
dust
rial E
stat
e A
utho
rity
of T
haila
nd
of u
tiliti
es s
uch
as S
teel
Top
dur
ing
the
1997
Ste
el M
anuf
actu
ring
Dur
ing
the
year
-
ec
onom
ic c
risis
will
be re
paid
in lo
ng te
rm
and
Dis
trib
utio
n
E
ndin
g B
alan
ce N
et
- -
Dur
ing
1997
eco
nom
ic c
risis
, suc
h co
mpa
ny c
lose
d do
wn
and
inst
allm
ents
. Th
e C
ompa
ny h
as fu
lly
the
Com
pany
has
fully
rese
rved
tota
l am
ount
of d
oubt
ful a
ccou
nt
rese
rved
tota
l am
ount
of d
oubt
ful a
ccou
nt
Uni
t : T
hous
and
Bah
t
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
Good Corporate Governance Hemaraj Land and Development Plc., subject to the awareness on the importance of good corporate
governance, have thus adopted Good Corporate Governance of the Stock Exchange of Thailand (SET) as
practical guidelines and tried to continuously improve those perfect practices to achieve good standards,
efficiency and transparency in our business operation and enhance confidence to all shareholders, investors
and other related parties based on important contents as follows:-
j Rights of the Shareholders
The company have well realized to safeguard rights and benefits of the shareholders by effectively
operating our business to build permanent growth and provide suitable remuneration to the shareholders
including to encourage the shareholders to exercise their rights in the Shareholders’ Meeting and shall not
infringe nor prejudice the shareholders’ rights whatsoever.
All shareholders shall be invited to join in Annual Ordinary Meeting or Extraordinary Meeting (if any) as
the company shall serve invitation letter and related agendas for consideration prior to all Meetings. The
shareholders, as the investors are entitled to vote according to the number of shares holding and each of
them shall exercise all votes to conclude the resolution and maintain their benefits and comment toward
important decisions, such as, profit allocation and dividend payment, appointment of auditor, prescription of
compensation and election the Board of Directors, amendment of Articles of Association and increasing of
capital, etc. All shareholders are entitled to receive correct, open, sufficient and update information. The
shareholder can appoint any person as its proxy to join in the meeting as deemed appropriate or may
appoint Chairman of Audit Committee who is an independent director according to the instruction of the
Securities and Exchange Commission (SEC). In such meeting, the company shall provide the shareholders
an equal opportunity to inquire company-related business as deemed reasonable.
It is the duties and responsibilities of Board of Directors and related senior Managements to join in
each Shareholders’Meeting to jointly clarify related details of the agendas and answer all inquiries of the
shareholders. In case of it is necessary and unable to join in the meeting, notice must be given to the
Chairman of the Board or Office of the Secretary of the company in advance.
j Equitable treatment of shareholders
The company have emphasized and overseen to maintain equitable treatment of shareholders. To ensure a clear and transparent process while enabling the Company to tangibly observe corporate governance, allowing minor shareholders to propose in advance the agenda items for the AGM and nominate directors, criteria were established for proposals made by minor shareholders to identify items that are truly beneficial to the Company and choose qualified individuals as directors who efficiently perform their roles for the best interest of the Company and stakeholders and also through the Company’s web site. All shareholders shall be invited to join in all Ordinary or Extraordinary Meetings. The company shall serve the shareholders invitation letter and related agendas for consideration in advance especially before the Ordinary Shareholders’ Meeting which shall be held once a year within April. The company shall not add any important agenda without advance notice to the shareholders to enable the shareholders to study supporting information before making any decision. Any shareholder unable to personally join in the meeting, the company shall deliver Power of Attorney according to the form prescribed by Ministry of Commerce to such shareholder along with invitation letter to enable such shareholder to assign its proxy to join in the meeting on its behalf. In this regard, the company shall propose name and information of at least one independent director of the company as additional option of the shareholder.
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
The shareholder is entitled to vote according to the number of share holding and each of them must
exercise all votes to conclude resolution and maintain benefit of the investor for transparency and
traceability. For voting in important agenda, the company shall give voting cards equal to the number of
agendas to the shareholders upon registration. After the question is satisfactorily answered, the shareholder
shall vote on the card of such agenda, the cards shall be gathered and counted by the independent person
for transparency.
The company have correctly, adequately and clearly recorded Minutes of Meeting for material content
and after submitting to SET and SEC sent to the shareholder after 14 days of the Meeting and further
publicized such minutes on company’s website.
The company have prescribed written guidelines to maintain and safeguard internal information related
to the good corporate governance for fairness to the shareholders and to prevent the directors, employees
and related persons, such as, spouse, under legal age child and nominee from using internal information
which is an important content on changing of share price and still undisclosed to the public to sell and
purchase share. In this regard, pursuant to the Securities and Exchange Act, B.E. 2535, the directors and
Managements must report the possession of company’s securities upon first admission and further report all
securities transaction to SEC within 3 working days and the company shall compile such report as agendas
to regularly inform the Board of Directors’ Meeting.
j Roles of the Stakeholders
The company have realized to the rights of all groups of stakeholders, i.e. from shareholder, employee,
customer, debtor, supplier and competitor, environment and society and government agencies to receive
appropriate care of rights and free from any infringement according to related laws or agreements by
prescribing rules on treatment of stakeholders in each group as follows:-
Shareholders
Disclosure of important information both related to financial and non-financial to the shareholder
correctly, adequately, equally and in time via several channels, such as, company’s website, newspaper
advertising or written letter, etc.
Employees
Provide equitable and appropriate compensation to the employee and provide them to know policy
and their entitled welfare by producing employee manual to prescribe working rules and regulations, group
health insurance manual, group life insurance, life provident fund, etc. , emphasize on development of
knowledge, ability and skill of employee by promotion them to attend the training, seminar both within and
outside the company to enhance their skill, expertise and ability to efficiently perform their duties.
Customers
Concern on the customer’s satisfaction and strictly comply with contract or agreed conditions and
attentively solve all problems claimed or suggested by the customers.
Creditor, Supplier and Competitor
Comply with good competition rules, such as, comply with terms and conditions of the contract, do
not take any trading advantage nor exploit benefit by giving false or untrue information nor use dishonest
method to destroy the competitor.
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
Environment and Society
The company have environmental policy to develop industrial estate which is the company’s major
business simultaneously with environmental conservation according to the environmental management
standard ISO 14001. In social respect, the company have policy to promote participation with other social
organizations, communities and neighboring establishments in education, safety, fire prevention and others,
such as, to establish scholarship project to the community schools, company visitation program and
establishment of security center and fire prevention for group of companies.
Government agencies
Comply with related laws, rules, regulations and official stipulations including also good cooperation
with government agencies.
The company emphasized to strictly comply with environmental laws and standards by prescribing all
managements and employees to strictly observe and perform their duties according to the rules,
regulations, laws, policies, requirements and standards related to the quality, safety, occupational health and
environment. In addition, the company also publicized to build knowledge and understanding on procedures
and precautions for correct practice, free from danger to the health, property and environment . Moreover,
the company also developed, reviewed and corrected thereof, strongly and continuously shared the
responsibility to the safety, occupational health and environment of the society, using natural resources for
optimal benefit with awareness to the important of environment and safety of related stakeholders including
to promote social activities to conserve environment and develop living quality permanently.
Moreover, the Company provides channel to report any misconduct directly to the board of directors
through the Company’s website or any issue can be sent directly as follows:
1. Direct submission to the Company Secretary’s office
1.1 Telephone number 02-719-9555
1.2 Facsimile number 02-719-9546-47
1.3 E-mail : [email protected]
2. Direct E-mail the Chairman of the Audit Committee
E-mail : [email protected]
j Disclosure of Information and Transparency
The company have disclosed financial information and other information related to business and
operating result in correct, sufficient, regular, update and credible manner via the Stock Exchange in the
Annual Information Form (Form 56-1) and Annual Report (56-2) and on www.hemaraj.com and
[email protected] both in update Thai and English version to enable the investor to clearly know and/or
study about the company. In addition, the senior management also held seminar between senior
management and investment facilitator, analyst and economic reporter both domestic and abroad regularly
and invite all interesting parties from several important sectors to visit industrial estate of the company.
In addition, the company also established “Investor Relation” unit to directly publicize information
beneficial to the investors, shareholders, related parties, general publics, financial institute and securities
analysts.
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Important information of the company is consisted of financial and non-financial information,
particularly, the financial statements of the company has been reviewed/audited from the auditor that it is
correct in according to the general certified accounting principles and duly approved from the Audit
Committee/Board of Directors before disclosing to the shareholders. The Board of Directors have disclosed
their responsibilities toward such financial report in the annual report. For the disclosure of non-financial
information, the company have disclosed interrelated items, discussion of management and risk
management including good corporate governance report in annual report and Form 56-1 and company’s
website.
The company have disclosed details of roles and responsibilities of Board of Director, sub-committee,
frequency of the Meeting and frequency of participation of each director, comment of the Board on business
operation and also disclosed compensation payment policy for directors and senior managements in the
annual disclosure form (form 56-1) and annual report of the company.
j Responsibilities of the Board of Directors
Structure of the Board of Directors
The Board of Directors can be divided into groups characterized by qualification prescribe in regulation
of SET and SEC as follows:
- Directors who are Management groups.
- Directors who are independent.
- Directors who are not Management
At least 1/3 , but not less than 3 members, of the Board of Directors must be independent directors.
Presently, the Company has 10 directors, consisted of the directors who are not Management 6 persons
of which 4 persons are independent directors.
The Board of Directors shall assume their positions for 3 years whereby 1/3 directors shall be resigned
in every Annual Ordinary Meetings. In case it is undividable, the resigned director must be as close to 1/3
and such resigned director may be re-elect to assume the same position.
The Company have prescribed qualification of independent director who have well knowledge in
Finance, Economic, Accounting, public administration and other field of businesses suitable as standard
factors to safeguard benefit of the shareholders and others. Additionally, to have qualification according to
such prescribed in regulation of SET and SEC.
The Company have policy to allow the director to assume as director in other companies as deemed
appropriate. In case of being the director in the same business, information about position of each director
must be disclosed to the shareholders.
The Company do not allow Chief Executive Officer or senior management to assume the same
position in other companies at too high degree until resulting inefficient performance. In case of being the
chief executive officer or senior management in other companies in the same business, information about
position of each director must be disclosed to the shareholders.
The Company have clearly separated Chairman of the Board, the Chief Executive Officer and their
duties.
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
The Company has appointed a Company Secretary to provide advices on legal aspect, rules and
regulations of SEC, SET and other laws which should be known and coordinate to comply with resolution of
the Board and oversee activities of the Board.
Roles and Responsibilities of the Board of Directors
The roles and responsibilities of the Board of Directors are as prescribed by the relevant laws, rules
and regulations while the roles and responsibilities of the committees are also clearly defined. This allows the
Board and the committees to review and provide appropriate advice within the scope of its roles and
responsibilities.
The roles and responsibilities of the Company’s Board of Directors are as follows:
- The Company’s directors must be knowledgeable, capable and experienced. They must also have an
interest in the business of the company in which they are directors, as well as having honesty and integrity in
conducting such businesses.
- The Directors must perform their duties with honesty and care according to the relevant laws, The
SET’s and SEC’s roles and regulation as well as with good corporate governance principles. They must also
protect the rights of the Company, in addition to being accountable to the Company’s shareholders.
- The Board of Directors’ prime responsibility is to formulate corporate vision, overall policies and major
strategies with ability, integrity and care, so as to achieve continuous and long lasting benefits for the
Shareholders. This responsibility includes effective control and supervision of the Management to assure
that Board instructions are put into practice with efficiency and in line with relevant rules of law and
supervising authorities’ regulations, with the Company’s own requirements, as well as with good corporate
governance principles.
Sub-committee
The Board of Directors can set committees to assist in the study and screening of some specific tasks
on behalf of the board. The qualifications and scope of work of each sub-committee will be defined. The
company have therefore appointed sub-committees as follows: -
- The Executive Committee, presently consisted of 4 directors, has been assigned by the Board
of Directors to help formulate the Company’s operation policy and strategies, and to supervise and ensure
that such approved policy and strategies are followed through by the Management with efficiency and
safety, so that the Company successfully attains its desired goals.
- Audit Committee, having duties and responsibilities to the Board of Directors, as follows:-
1. To review that the Company’s financial reports are correct and sufficient;
2. To review that the Company has appropriate and efficient internal control and internal audit
systems;
3. To review that the Company complies with laws relating to securities and securities markets, as
well as with SET’s rules and regulations and any other laws relating to the Company’s business;
4. To consider, select and propose the appointment of the Company’s statutory auditor and to
propose his professional fees;
5. To consider whether the Company discloses correct and adequate information with regards to
third party transactions or any transactions with a conflict-of-interest tendency;
6. To include in the Company’s annual report the Audit Committee’s own review result, expressing
opinion on the Company’s internal control system, as well as on the preparatory procedure and data
disclosure of the financial statements. This review report shall be signed by the audit committee chairman;
7. To report the Audit Committee’s performance to the Company’s Board of Directors at least on a
quarterly basis;
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
8. To participate in the appointment, removal, work assessment and remuneration granting of the
internal auditor; and
9. To perform any other work that the Audit Committee agrees to, as may be assigned by the
Company’s Board of Directors.
- The Nomination and Remuneration Committee, consisted of 3 directors, having duties and
responsibilities as follows: -
As Nomination role, to assist in identifying qualified individuals to be nominated as a Director and
Chief Executive Officer based on appropriate criterion for approval by the Company’s Board of Directors
and/or the General Meeting of Shareholders, as the case may be.
As Remuneration role, to study, evaluate and propose the remuneration of Board of Directors and
to propose to be approved by the Annual General Shareholders Meeting.
- The Corporate Governance Committee, consisted of 3 directors, to consider and propose
practical guidelines and advices of good corporate governance according to the SET and SEC’s regulations
to Board of Directors.
Corporate Governance Policy: The Board of Directors have launched the Good Corporate
Governance Policy, complied with and regularly reviewed such policy once a year.
Code of Business Conduct: The Company has established Code of Business Conduct as manual
for Board of Directors, executive officer and employee to understand and comply with such code
thoroughly.
Conflict of Interest: The Company’s Board of Directors and Management have been acknowledged
and realized the importance of legal and ethical conflict of interest and related transactions guidelines. The
company has disclosed, in accordance with the regulations of Stock Exchange of Thailand, such
information, detail and reason/necessity, if any in the company’s Annual Report and the 56-1 Form. The
Company further uses the Audit Committee, internal auditors, external auditors, and external lawyers to
review compliance.
Additionally, in case of any normal businesses or supporting normal business transactions in the future,
therefore, the Board of Directors have approved in principle that the management could approve those
above transactions, which must be a transaction with the same commercial terms as those an the company
would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial
negotiation and without any dependent interest resulted from the status of the director, executive or related
person according to the Securities and Exchange Act (No.4) B.E. 2551.
Internal controlling system and internal audit, The Company is aware of the importance of internal
control system and establishes the Company’s internal control system to be applied adequately and
appropriately for operations in order to protect any potential damages to the Company. The audit committee
is responsible to review that the Company has appropriate and efficient internal control and internal audit
systems. Through its basic quarterly discussions with the outsourced professional internal Auditor, the
experienced External Auditor, and appropriate Management representatives, the Audit Committee, whose
members are also well acquainted with accounting and financial issues, is confident that the Company,
together with its subsidiaries, are equipped with a dependable system of internal control, of which the
outsourced internal audit function constitutes an important integral part. Such review has been reported for
Board acknowledgement subsequent to each quarterly meeting of the Audit Committee.
��
Hemaraj Land And Development Public Company Limited
Annual Report2008
Risk Management The Board of directors gives high priority to the risk management by assign the
Company to consistently evaluate company risk factors and analyze the impacts on those risks and
implement the measures to counter those risks and regularly report to the Board of directors.
Usage of internal information: The company have measures to respond SET’s policy to prevent
unauthorized use of internal material information of the company by its personnel (or related party) or
leakage to specific individual or group of the outsiders before generally publicized by the company. In this
regard, the Company has announced to all personnel especially at Management level about ethics,
reputation and image of the company including rules and methods of SET and SEC regarding such matter
and duties to disclose and report about share holding or changing thereof.
The Board of Directors’ Meeting
The Board shall prescribe Meeting date in advance which shall be held at least 4 times a year to certify
quarterly financial statement of the company. In this regard, the Audit Committee shall review the accuracy
and completeness of information disclosed in financial statements and further report to the Board of
Directors on quarterly basis.
In addition to those above mentioned Meetings, the company also holds the meetings to consider
business operations as deemed necessary including in urgent matters if necessary.
In each meeting, the Chairman of the Board and Chief Executive Officer shall jointly consider several
matters to be included in the agendas. For other matters, each director can propose the matter as he
deemed important and necessary to the meeting.
The company shall serve invitation letter, agendas and supporting details to the Board for
consideration in advance before each meeting. For matter of nondisclosure agendas shall be discussed in
the Meeting.
The Chairman of Board of Directors shall allocate times for the Management to propose its concerned
matter and the directors shall sufficiently, carefully and thoroughly debate all problems and allow the Board
to carefully discreet all issues included in the Meeting.
The Board shall invite senior executives to join in the Meeting to provide information, details and
additional information related to those problems to enable the Meeting to know all adequate information.
The company allows non-management independent directors to hold the meeting to jointly discuss all
possible issues without participation of the Management.
During the period from January to December 2008, the Company held 7 Board of Directors’ Meetings
of both regular and emergency natures which most Board of Directors attended the Meetings except on
urgent business or on the oversea business trips.
��
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Note: * Being appointed to be the Board of Directors on April 29, 2008 and being appointed to be the
Chairman of the Board of Directors, Nomination and Remuneration Committee on June 6, 2008
** Being appointed to be the Board of Directors to replace the resigned Director on June 6, 2008
Self-assessment of Board of Directors
The Board of Directors shall regularly conduct self-assessment according to the form of the company
to jointly consider their performances and problems to find out appropriate improvement.
Remuneration of Directors and Management
Remuneration of the Board of Directors including subcommittees have been evaluated and considered
by the Nomination and Remuneration Committee to propose to be considered by the Board of Directors
and then proposed for an approval in the Annual General Shareholder’s Meeting. Such compensation
proposals are based on market trend including data from SET, individual responsibility level and Board
performance, as well as the Company’s actual performance and prevailing financial strength. For the top
executive level and CEO, compensations are determined by the Executive Committee, taking into account
such factors as the basic in-house rates, the prevailing employment environments, work performance or
contribution to the Company, the degree of dedication shown and the Company’s own specific needs.
These consideration factors are deemed to provide a suitable package for the recruitment and retention of
quality personnel for the Company’s benefits.
Directors and Managements Development
The Board of Directors has policy to promote training and education to the directors, audit committee,
management, secretary and employee of the company about corporate governance, business ethics and
compliance with quality management system standard ISO 9001:2000 to continuously improve their
performances. The company shall, especially, promote the directors and secretary to attend several training
courses of Institute of Directors.
The company will provide director manual that included all important information about nature and
business operation of the company for new director to study and as guidelines for proper implementation.
Name of Director Board of Audit Committee Nomination and Good Corporate Directors Remuneration Governance Committee Committee
Mr. Chavalit Sethameteekul* 5/7 - 1/1 -
Mr. Thongchai Srisomburananonta 6/7 - 2/2 -
Mr. David Richard Nardone 7/7 - - -
Mr. Sudhipan Charumani 7/7 4/4 2/2 -
Mr. Peter John Edmondson 4/7 4/4 - -
Mrs. Punnee Worawuthichongsathit 7/7 4/4 - 4/4
Mr. Vivat Jiratikarnsakul 7/7 - - -
Ms. Pattama Horrungruang 7/7 - - 4/4
Mr. Somphong Wanapha 7/7 - - 4/4
Mr. Vikit Horrungruang** 3/4 - - -
40
Hemaraj Land And Development Public Company Limited
Annual Report2008
The Board of Directors of Hemaraj Land and Development Public Company Limited realizes its role and responsibility
as the Directors of a listed company in supervising the Company to have the Financial Reports of year 2008 to present
sufficient in materiality, relevant and transparent financial and accounting information. Appropriate accounting policies
have been put in place and adhered to on a consistent basis according to the generally accepted accounting principle
while due consideration has been placed on the process of preparing the Company’s and the Consolidated fiscal year
2008 financial statements including other information that have been included in the annual report of this year. The
Audit Committee, who is appointed by the Company’s Board of Directors, comprising of independent directors fully
qualified in accordance with the requirement of the Stock Exchange of Thailand have reviewed and ensure accuracy and
sufficiency of the financial report including accurate and complete disclosure of connected transactions or transactions
with possible conflict of interests. Also, to have sufficient and effective internal control and internal audit system, risk
management and appropriate corporate governance and to be compliance with the requirement of the Stock Exchange
of Thailand and relevant rules and regulations.
The Company’s Board of Directors is of the opinion that the financial statements and financial reports for the year
2008 of the Company and the Subsidiaries, which have been reviewed by the Audit Committee in conjunction with the
management, and audited by the Company’s auditors, reflect accurate financial position, operational results and cash
flow status as appropriate in material aspect in accordance with consistent appropriate accounting policies and with
generally accepted accounting standards, according to relevant rules and regulations.
(Mr.Chavalit Sethameteekul)
Chairman of the Board of Directors
Report on Responsibilities of the Board of Directors Towards the Financial Report of the year
(Mr.David Richard Nardone)
President & CEO
41
Hemaraj Land And Development Public Company Limited
Annual Report 2008
The Audit Committee of Hemaraj Land And Development Public Company Limited has the following independent
non-executive directors as its members:
1) Mr. Sudhipan Charumani Audit Committee Chairman
2) Mr.Peter J. Edmondson Audit Committee Member
3) Mrs. Punnee Worawuthichongsathit Audit Committee Member
The Audit Committee members are qualified in accordance with the rules and regulations for Audit Committees, as
issued by the Securities and Exchange Commission and the Stock Exchange of Thailand. The Audit Committee has
fulfilled its responsibilities according to the scope and duties assigned by the Board of Directors in compliance with
its Charter and official regulations.
Four formal Audit Committee meetings were held in respect of its 2008 financial year duties. By invitation such
meetings were also attended by the internal and external auditors, as well as by members of the company
management, inclusive of the Chief Financial Officer, with occasional participations by the President & CEO upon
requests. Moreover, the Audit Committee also arranged time to meet with the internal and external auditors without
executives of the Company being present.
The activities of the Audit Committee covered the following areas:
1) Review of the interim and annual financial statements of 2008 to verify that the statements were accurate
and complete, and that relevant supporting financial information was disclosed. The review was conducted
with input from the management and the external auditors. The Audit Committee and external auditors
agreed that the financial statements were correct and had been prepared in accordance with generally
accepted accounting principles.
2) Review of the internal control system in order to verify that the system was appropriate and effective in
meeting its objectives. The review was conducted with input from the internal auditors, coupled with
discussions with the external auditors, which did not reveal any significant weaknesses or deficiencies. The
Audit Committee and both the internal and external auditors are of the view that the prevailing internal
control system meets the requirements of the SET and SEC, and are adequate to safeguard assets and
provide sufficient disclosure of information.
3) Review of the internal audit function to ensure that it is effective and independent. The internal audit function
is conducted by a reputable outsourced audit firm. Work is performed in accordance with a program jointly
studied and approved on a continuing basis by the Audit Committee, together with the management . The
internal auditors report their findings to both the Audit Committee and the management on a quarterly basis,
and the Audit Committee believes that the internal audit function of the Company is appropriate, effective
and independent.
4) Review of compliance with the Securities and Exchange Acts, other relevant laws and SEC-SET regulations,
as well as the Company’s own rules and obligations to external parties. This review, which was performed
by the Audit Committee members, with contracted assistance from the internal auditors, did not find any
significant instances of non-compliance.
Audit Committee Report
42
Hemaraj Land And Development Public Company Limited
Annual Report2008
5) Review of, and giving opinion on, connected transactions and transactions potentially giving rise to conflicts
of interest, together with the aspect of information disclosure of such transactions in compliance with the
regulations of the SET and SEC. The Audit Committee and both the internal and external auditors were of
the opinion that such transactions had fully and appropriately been disclosed in the financial statements and
notes thereto, and were reasonable, of a normal business nature, as well as being beneficial to the
Company.
6) Considering the appointment of external auditors and their remuneration for the year 2009, and
recommending such to the Board of Directors for submission to the Shareholders’ Annual General Meeting.
Having considered past performance, independence and remuneration issues , the Audit Committee was
satisfied with the present external audit firm, A.M.T. & Associates, on all counts. The Audit Committee thus
recommended appointing Mrs. Natsarak Sarochanunjeen (Certified Public Accountant registration number
4563), the 2008 external auditor, or Professor Kesree Narongdej (Certified Public Accountant registration
number 76) of A.M.T. & Associates to serve as the Company’s external auditor for the financial year ended
31 December 2009 at the same remuneration of Bath 1,130,000 as in 2008.
The Audit Committee further agreed to recommend the appointment of Mrs. Natsarak Sarochanunjeen or Professor
Kesree Narongdej or Mr.Chaiyuth Angsuwithaya (Certified Public Accountant registration number 3885) or Mr.
Somchai Kanjanawongpaisarn (Certified Public Accountant registration number 3428), each being attached to
A.M.T. & Associates, to serve as the external auditor of the Company’s subsidiaries for the 2009 financial year at a
remuneration of Baht 2,700,000, as opposed to Baht 2,480,000+ Baht 120,000 (on a new subsidiary) in 2008.
The 2009 increment of Baht 100,000 represents a full-year fee addition on the new subsidiary company.
The present and proposed external auditors had no family, financial interest, employment, investment or business
relationship with the Company or any of its subsidiaries, other than in the normal course of audit business.
In summary, the Audit Committee, in the course of discharging its Chartered responsibilities as assigned by the
Board of Directors, found that the Company had correctly disclosed financial and operational information, had
appropriate and effective internal control and audit and risk management, complied with laws, regulations and
obligations, and disclosed connected transactions correctly. Moreover, the Company followed Good Corporate
Governance principles with adequacy, transparency and reliability, obtaining a “very good” CG scoring from the
2008 survey results, as indicated in the National CG Committee’s Corporate Governance Report on Thai Listed
Companies 2008.
Sudhipan CharumaniChairman of the Audit Committee
14th March 2009
43
Hemaraj Land And Development Public Company Limited
Annual Report 2008
To the Shareholders of Hemaraj Land and Development Public Company Limited
I have audited the consolidated balance sheets of Hemaraj Land and Development Public Company Limited
and its subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of changes
in shareholders’ equity, income and cash flows for the years then ended. I have also audited the financial
statements for the same periods of Hemaraj Land and Development Public Company Limited. These financial
statements are the responsibility of the Company’s management as to their correctness and completeness of the
presentation. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards. Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statements presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of Hemaraj Land and Development Public Company Limited and its subsidiaries and of Hemaraj Land
and Development Public Company Limited as of December 31, 2008 and 2007, the results of their operations,
and cash flows for the years then ended in conformity with generally accepted accounting principles.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS’ REPORT
(NATSARAK SAROCHANUNJEEN)
C.P.A (THAILAND)
Registration No. 4563
A.M.T. & ASSOCIATES
Bangkok, Thailand
February 27, 2009
44
Hemaraj Land And Development Public Company Limited
Annual Report2008
CURRENT ASSETS
Cash and cash equivalents 6 931,687,150.06 574,523,599.97 415,108,255.26 288,663,892.18
Temporary investments -
marketable securities, net 373,145.70 1,700,432.90 373,145.70 1,700,432.90
Trade account receivables
Related parties, net 7 3,439,229.67 2,044,937.25 13,774,159.51 4,098,122.54
Other parties, net 7 133,273,867.96 159,676,762.25 5,389,105.90 24,434,805.45
Unbilled completed work 7 1,096,127,916.22 3,793,106,100.30 878,770,811.03 3,013,341,436.92
Short - term loans and advance
to related parties 5 - 15,092,491.00 318,299,331.75 518,071,710.11
Inventory 11,760,000.00 13,440,000.00 11,760,000.00 13,440,000.00
Cost of real estate developments, net 9, 30 and 31 5,930,412,764.03 6,010,082,614.92 1,723,431,903.75 1,538,827,695.73
Other current assets
Receivable from sales of investment - 20,092,203.04 - 20,092,203.04
in associate
Revenue department receivable 34,082,554.44 7,467,135.34 - 94,086.01
Others 30,409,817.45 13,981,583.66 16,029,121.53 5,946,439.17
Total Current Assets 8,171,566,445.53 10,611,207,860.63 3,382,935,834.43 5,428,710,824.05
NON - CURRENT ASSETS
Deposit at financial institution
with commitment 6 and 30 2,059,901,000.00 - 2,059,901,000.00 -
Investments in subsidiaries 5, 10 and 30 - - 3,172,095,185.50 2,666,595,178.50
Investments in associates 2, 5, 10, 30 and 31 424,844,687.27 318,857,313.58 373,149,970.00 294,749,970.00
Other long - term investments
Related parties, net 11 1,500,000.00 1,500,000.00 - -
Other parties, net 11, 30 and 31 142,783,002.50 142,783,002.50 142,500,002.50 142,500,002.50
Assets for rent, net 12 and 30 2,041,393,509.47 1,975,306,705.08 94,913,361.33 71,588,495.21
Property, plant and equipment, net 13 and 30 383,552,587.67 359,979,562.97 108,402,629.04 118,865,306.60
Other non - current assets
Leasehold land and land held
for commercial purposes, net 14 and 30 314,936,500.00 326,136,500.00 314,936,500.00 326,136,500.00
Sinking fund, net 15 and 31 80,657,572.33 70,629,550.24 22,744,797.82 24,275,335.74
Deposit for land purchase 31 - 32,829,875.00 - 32,829,875.00
Advance for provincial electricity
authority - 3,091,926.04 - -
Advance payment for right 31 78,422,355.20 40,367,551.44 78,422,355.20 40,367,551.44
Others 12,777,715.89 13,891,120.11 3,079,107.04 4,282,740.19
Total Non - Current Assets 5,540,768,930.33 3,285,373,106.96 6,370,144,908.43 3,722,190,955.18
TOTAL ASSETS 13,712,335,375.86 13,896,580,967.59 9,753,080,742.86 9,150,901,779.23
BAHT
CONSOLIDATED FINANCIAL SEPARATE FINANCIAL
STATEMENTS STATEMENTS
ASSETS NOTE 2008 2007 2008 2007
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
AS AT DECEMBER 31, 2008 AND 2007
BALANCE SHEETS
The accompanying notes to financial statements are an integral part of these statements.
45
Hemaraj Land And Development Public Company Limited
Annual Report 2008
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
AS AT DECEMBER 31, 2008 AND 2007
BALANCE SHEETS (CONTINUED)
BAHT
CONSOLIDATED FINANCIAL SEPARATE FINANCIAL
STATEMENTS STATEMENTS
LIABILITIES AND SHAREHOLDERS EQUITY NOTE 2008 2007 2008 2007
The accompanying notes to financial statements are an integral part of these statements.
CURRENT LIABILITIES
Short-term loans from financial institutions 16 1,135,000,000.00 360,000,000.00 1,135,000,000.00 360,000,000.00
Trade account payables
Related parties 3,214,198.02 2,359,803.00 1,601,336.32 9,180,182.60
Other parties 324,094,734.68 254,330,125.96 38,636,444.15 61,028,846.07
Current portion of long - term loans 18 338,840,336.05 1,950,309,653.56 50,000,000.00 1,624,389,595.86
Current portion of long - term loans
by scheduled transfer 18 127,248,706.25 475,650,952.75 - -
Short - term loans and advance
from related parties 5 40,000,000.00 79,904,000.00 791,043,299.32 62,322,215.22
Other current liabilities
Unearned income and
income received in advance 8 1,026,433,466.02 245,416,077.94 41,340,342.66 25,695,423.29
Accrued interest expenses 19,485,905.16 6,030,914.41 19,158,767.08 4,761,613.05
Accrued expenses 70,478,254.94 40,416,464.81 53,493,707.42 19,448,070.35
Other account payables 8,020,309.51 21,438,638.40 135,554.95 1,075,716.52
Accrued income tax 27 284,559,588.47 359,837,412.55 248,172,689.92 297,368,693.10
Withholding tax payable 50,994,493.31 24,879,448.27 43,489,403.03 15,429,301.15
Accrued specific business
tax and transfer fee 1.3 344,768.73 276,915,585.03 1,326,513.32 188,713,620.87
Dividend payable 22 7,918,739.08 284,359,629.93 7,918,718.79 284,359,602.03
Others 47,462,576.35 35,867,021.66 20,359,393.43 8,972,495.54
Total Current Liabilities 3,484,096,076.57 4,417,715,728.27 2,451,676,170.39 2,962,745,375.65
NON - CURRENT LIABILITIES
Long - term loans and advance
from related party 5 and 17 - - 1,113,099,456.01 1,100,492,996.21
Other long - term loans, net 18 1,852,938,254.68 1,584,565,172.31 900,000,000.00 -
Other non - current liabilities
Retention payables 121,957,853.99 171,782,956.78 70,016,521.44 90,731,508.78
Guarantee received 99,902,309.54 89,045,738.26 5,693,737.90 4,634,100.00
Deferred leasehold right income
Related party, net 5 - - 60,847,791.80 -
Other parties, net 7,187,076.27 8,559,584.31 - -
Others 8,646,273.78 6,904,823.29 4,840,404.21 5,101,420.92
Total Non - Current Liabilities 2,090,631,768.26 1,860,858,274.95 2,154,497,911.36 1,200,960,025.91
Total Liabilities 5,574,727,844.83 6,278,574,003.22 4,606,174,081.75 4,163,705,401.56
46
Hemaraj Land And Development Public Company Limited
Annual Report2008
SHAREHOLDERS’ EQUITY
Share capital - Baht 0.40 par value
Authorized share capital
Common stocks 15,000,000,000
shares 19 and 20 6,000,000,000.00 6,000,000,000.00 6,000,000,000.00 6,000,000,000.00
Issued and paid-up share capital
Common stocks 9,381,841,029 19 and 20 3,752,736,411.60 3,741,684,198.40 3,752,736,411.60 3,741,684,198.40
shares for the year 2008 and
9,354,210,496 shares
for the year 2007
Warrants 21 927,637.64 1,005,898.58 927,637.64 1,005,898.58
Premium (discount) on common stocks, net 20 475,608,366.36 478,762,877.78 475,608,366.36 478,762,877.78
Unrealized gain (loss) from changes
in carrying amount of available-
for-sale securities 94,558.36 (31,738,154.44) 94,558.36 (31,738,154.44)
Translation of financial statements differences (28,991,779.31) (28,663,381.84) - -
Retained earnings
Appropriated - legal reserve 22 467,851,405.48 422,722,610.39 348,743,645.21 307,571,646.27
Unappropriated 3,086,271,483.08 2,492,758,503.82 568,796,041.94 2,165,184,969.11
Less : Cumulative effect of the 1.2 - - - (1,675,275,058.03)
change in accounting policy
Total Equity of Parent
Company’s Shareholders 7,754,498,083.21 7,076,532,552.69 5,146,906,661.11 4,987,196,377.67
Minority interest 383,109,447.82 541,474,411.68 - -
Total Shareholders’ Equity 8,137,607,531.03 7,618,006,964.37 5,146,906,661.11 4,987,196,377.67
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 13,712,335,375.86 13,896,580,967.59 9,753,080,742.86 9,150,901,779.23
BAHT
CONSOLIDATED FINANCIAL SEPARATE FINANCIAL
STATEMENTS STATEMENTS
NOTE 2008 2007 2008 2007
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
AS AT DECEMBER 31, 2008 AND 2007
BALANCE SHEETS (CONTINUED)
The accompanying notes to financial statements are an integral part of these statements.
47
Hemaraj Land And Development Public Company Limited
Annual Report 2008
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
STATEMENTS OF INCOME
BAHT
CONSOLIDATED FINANCIAL SEPARATE FINANCIAL
STATEMENTS STATEMENTS
NOTE 2008 2007 2008 2007
The accompanying notes to financial statements are an integral part of these statements.
REVENUES
Sales of land 2,847,735,037.85 2,157,681,530.63 9,779,258.16 148,966,118.04
Sales of pre-fabricated factory 235,544,864.33 122,062,087.20 - -
Sales of condominium 146,294,588.36 1,821,177,934.37 146,294,588.36 1,821,177,934.37
Services income 5 1,262,353,860.48 1,051,380,639.99 131,966,051.13 141,236,228.91
Other income
Adjustment of accrual for transfer 1.3 248,230,298.22 - 166,726,760.20 -
fee and specific business tax
Income from increase of salable area 23 76,667,807.84 - 76,667,807.84 -
Interest income 5 46,558,419.42 11,505,002.58 53,441,456.93 72,332,550.92
Management income 5 24,491,748.25 13,835,652.31 56,451,665.04 40,514,866.58
Commission income 5 - 49,678.09 82,313,577.59 759,365.12
Dividend income 10 46,151,176.28 601,003.50 1,019,860,459.99 246,683,070.67
Gain from sales of
investments in subsidiary 5 and 10 - - 1,124,998.95 -
Gain on exchange rate - - - 52,686,647.39
Reversal of impairment on asset - 25,181,324.26 - 25,181,324.26
Others 48,485,658.63 34,687,964.41 10,315,897.03 8,949,785.62
Total Revenues 4,982,513,459.66 5,238,162,817.34 1,754,942,521.22 2,558,487,891.88
EXPENSES
Cost of land sales 1,611,439,703.38 1,216,826,292.54 5,829,511.85 119,958,933.42
Cost of pre-fabricated factory sales 158,112,098.31 90,466,295.81 - -
Cost of condominium sales 251,726,411.10 1,078,807,895.20 252,037,103.51 1,078,807,895.20
Cost of services 5 645,157,478.29 623,024,022.35 95,236,445.75 96,481,678.86
Selling and administrative expenses 5 500,667,089.46 590,427,607.31 294,917,133.10 291,127,082.93
Director remuneration 24 29,312,037.00 25,425,000.00 16,922,037.00 16,675,000.00
Other expenses
Share option cancellation expenses 40,000,000.00 - 40,000,000.00 -
Written-off deposit for land purchase 31 32,829,875.00 - 32,829,875.00 -
Loss from sales of investments
in other companies 31,840,000.00 8,744,993.66 16,840,000.00 13,423,248.04
Provision for loss on diminution in value of
leasehold land and land held for
commercial purposes 14 11,200,000.00 - 11,200,000.00 -
Loss on exchange rate 59,095.25 2,393.07 27,272,674.01 -
Total Expenses 3,312,343,787.79 3,633,724,499.94 793,084,780.22 1,616,473,838.45
48
Hemaraj Land And Development Public Company Limited
Annual Report2008
BAHT
CONSOLIDATED FINANCIAL SEPARATE FINANCIAL
STATEMENTS STATEMENTS
NOTE 2008 2007 2008 2007
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
FOR THE YEARS ENDS DECEMBER 31, 2008 AND 2007
STATEMENTS OF INCOME (CONTINUED)
The accompanying notes to financial statements are an integral part of these statements.
PROFIT BEFORE FINANCE COSTS AND
INCOME TAX EXPENSES 1,670,169,671.87 1,604,438,317.40 961,857,741.00 942,014,053.43
FINANCE COSTS 5 (136,958,468.93) (71,747,742.83) (138,417,762.25) (54,126,682.80)
SHARE OF PROFITS (LOSS) FROM
INVESTMENTS FOR USING THE
EQUITY METHOD - ASSOCIATES 2 and 10 28,587,363.69 (579,715.14) - -
PROFIT BEFORE INCOME TAX EXPENSES 1,561,798,566.63 1,532,110,859.43 823,439,978.75 887,887,370.63
INCOME TAX EXPENSES 27 (98,139,254.60) (282,395,420.22) - (168,974,741.30)
NET PROFIT 1,463,659,312.03 1,249,715,439.21 823,439,978.75 718,912,629.33
Profit attributable to:
Equity holders of the parent 1,342,023,623.30 1,163,640,401.48 823,439,978.75 718,912,629.33
Minority interests 121,635,688.73 86,075,037.73 - -
1,463,659,312.03 1,249,715,439.21 823,439,978.75 718,912,629.33
BASIC EARNINGS PER SHARE 28
Net profit attributable to equity
holders of the parent 0.14 0.13 0.09 0.08
Weighted average number of
ordinary shares (shares) 9,373,466,783 9,180,778,313 9,373,466,783 9,180,778,313
DILUTED EARNINGS PER SHARE 28
Net profit attributable to equity
holders of the parent 0.14 0.12 0.09 0.08
Weighted average number of
ordinary shares (shares) 9,615,635,613 9,446,760,281 9,615,635,613 9,446,760,281
49
Hemaraj Land And Development Public Company Limited
Annual Report 2008
BA
HT
U
nrea
lized
g
ain
(loss
) fro
m
Ret
aine
d e
arni
ngs
ch
ang
es in
U
nap
pro
pri
ated
Issu
ed a
nd
P
rem
ium
(dis
coun
t)
car
ryin
g a
mo
unt
of
Cum
ulat
ive
effe
ct
pai
d-u
p
o
n co
mm
on
av
aila
ble
-fo
r-sa
le
Ap
pro
pri
ated
R
etai
ned
ear
ning
s -
o
f th
e ch
ang
e in
N
OT
E
shar
e ca
pit
al
War
rant
s
sto
cks,
net
se
curi
ties
le
gal
res
erve
U
nap
pro
pri
ated
acco
unti
ng p
olic
y
Tota
l
Beg
inni
ng b
alan
ce a
s of
Jan
uary
1, 2
008
3,74
1,68
4,19
8.40
1,
005,
898.
58
478,
762,
877.
78
(31,
738,
154.
44)
307,
571,
646.
27
2,16
5,18
4,96
9.11
(1
,675
,275
,058
.03)
4,
987,
196,
377.
67
Rev
ersa
l of c
umul
ativ
e ef
fect
of t
he
ch
ange
in a
ccou
ntin
g po
licy
1.
2 -
-
-
-
-
(1
,675
,275
,058
.03)
1
,675
,275
,058
.03
-
Bal
ance
afte
r ad
just
men
t
3,74
1,68
4,19
8.40
1,
005,
898.
58
478,
762,
877.
78
(31,
738,
154.
44)
307,
571,
646.
27
489,
909,
911.
08
-
4,
987,
196,
377.
67
Unr
ealiz
ed lo
ss fr
om c
hang
es in
car
ryin
g am
ount
of
av
aila
ble-
for-
sale
sec
uriti
es
-
-
-
31
,832
,712
.80
-
-
-
31
,832
,712
.80
Net
pro
fit
-
-
-
-
-
823,
439,
978.
75
-
823,
439,
978.
75
App
ropr
iate
d -
lega
l res
erve
22
-
-
-
-
41
,171
,998
.94
(4
1,17
1,99
8.94
)
-
-
Div
iden
d pa
id
22
-
-
-
-
-
(703
,381
,848
.95)
-
(703
,381
,848
.95)
Exe
rcis
e of
war
rant
21
11
,052
,213
.20
(7
8,26
0.94
) (3
,154
,511
.42)
-
-
-
-
7,81
9,44
0.84
End
ing
bala
nce
as o
f Dec
embe
r 31
, 200
8
3,
752,
736,
411.
60
927,
637.
64
475,
608,
366.
36
94,5
58.3
6
348,
743,
645.
21
568,
796,
041.
94
-
5,
146,
906,
661.
11
Beg
inni
ng b
alan
ce a
s of
Jan
uary
1, 2
007
9,03
6,92
7,49
5.00
1,
904,
573.
51
(4,9
07,1
70,1
83.0
3)
(33,
382,
780.
88)
271,
626,
014.
80
2,12
7,35
3,49
9.61
(2
,178
,308
,358
.24)
4,
318,
950,
260.
77
Unr
ealiz
ed lo
ss fr
om c
hang
es in
car
ryin
g am
ount
of
av
aila
ble-
for-
sale
sec
uriti
es
-
-
-
1,
644,
626.
44
-
-
-
1,64
4,62
6.44
Net
pro
fit
-
-
-
-
-
72
0,91
5,90
2.65
(2,0
03,2
73.3
2)
718,
912,
629.
33
App
ropr
iate
d -
lega
l res
erve
22
-
-
-
-
35
,945
,631
.47
(3
5,94
5,63
1.47
)
-
-
Div
iden
d pa
id
22
-
-
-
-
- (6
47,1
38,8
01.6
8)
-
(6
47,1
38,8
01.6
8)
Div
iden
d re
ceiv
ed fr
om s
ubsi
diar
ies
10
-
-
-
-
-
-
50
5,03
6,57
3.53
50
5,03
6,57
3.53
Cap
ital d
ecre
ase
durin
g th
e ye
ar
19 a
nd 2
0 (5
,588
,265
,057
.60)
-
5,
588,
265,
057.
60
-
-
-
-
-
Exe
rcis
e of
war
rant
21
29
3,02
1,76
1.00
(8
98,6
74.9
3)
(202
,331
,996
.79)
-
-
-
-
89,7
91,0
89.2
8
End
ing
bala
nce
as o
f Dec
embe
r 31
, 200
7
3,
741,
684,
198.
40
1,00
5,89
8.58
47
8,76
2,87
7.78
(3
1,73
8,15
4.44
) 30
7,57
1,64
6.27
2,
165,
184,
969.
11
(1,6
75,2
75,0
58.0
3)
4,98
7,19
6,37
7.67
HE
MA
RA
J L
AN
D A
ND
DE
VE
LOP
ME
NT
PU
BLI
C C
OM
PAN
Y L
IMIT
ED
AN
D I
TS S
UB
SID
IAR
IES
FO
R T
HE
YE
AR
S E
ND
S D
EC
EM
BE
R 3
1, 2
008
AN
D 2
007
STA
TEM
ENTS
OF
CH
AN
GES
IN
SH
AR
EHO
LDER
S’ E
QU
ITY
SEPA
RA
TE F
INA
NC
IAL
STA
TEM
ENTS
The
acco
mpa
nyin
g no
tes
to fi
nanc
ial s
tate
men
ts a
re a
n in
tegr
al p
art o
f the
se s
tate
men
ts.
50
Hemaraj Land And Development Public Company Limited
Annual Report2008
BA
HT
E
qui
ty o
f P
aren
t
C
om
pan
ny’s
Sha
reho
lder
s
U
nrea
lized
g
ain
(loss
) fro
m
ch
ang
es in
Tr
ansl
atio
n o
f
To
tal
Issu
ed a
nd
P
rem
ium
(dis
coun
t) c
arry
ing
amou
nt o
f Fi
nanc
ial
Ret
aine
d e
arni
ngs
E
qui
ty o
f p
aren
t
pai
d-u
p
o
n co
mm
on
av
aila
ble
-fo
r-sa
le
stat
emen
ts
Ap
pro
pri
ated
C
om
pan
y’s
min
ori
ty
N
OT
E
shar
e ca
pit
al
War
rant
s st
ock
s, n
et
secu
riti
es
diff
eren
ces
leg
al r
eser
ve
U
nap
pro
pri
ated
S
hare
hold
ers
inte
rest
To
tal
Beg
inni
ng b
alan
ce a
s of
Jan
uary
1, 2
008
3,74
1,68
4,19
8.40
1,
005,
898.
58
478,
762,
877.
78
(31,
738,
154.
44)
(28,
663,
381.
84)
422,
722,
610.
39
2,49
2,75
8,50
3.82
7,
076,
532,
552.
69
541,
474,
411.
68
7,61
8,00
6,96
4.37
Unr
ealiz
ed lo
ss fr
om c
hang
es in
car
ryin
g
am
ount
of
avai
labl
e-fo
r-sa
le s
ecur
ities
-
-
-
31,8
32,7
12.8
0
-
-
-
31,8
32,7
12.8
0
-
31,8
32,7
12.8
0
Tran
slat
ion
of fi
nanc
ial s
tate
men
ts d
iffer
ence
s
-
-
-
-
(3
28,3
97.4
7)
-
-
(328
,397
.47)
-
(3
28,3
97.4
7)
Net
loss
not
reco
gniz
ed in
the
stat
emen
ts
of
inco
me
-
-
-
31,8
32,7
12.8
0
(328
,397
.47)
-
-
31
,504
,315
.33
-
31
,504
,315
.33
Net
pro
fit
-
-
-
-
-
-
1,
342,
023,
623.
30
1,34
2,02
3,62
3.30
12
1,63
5,68
8.73
1,
463,
659,
312.
03
App
ropr
iate
d -
lega
l res
erve
22
-
-
-
-
-
45
,128
,795
.09
(4
5,12
8,79
5.09
) -
-
-
Div
iden
d pa
id
22
-
-
-
-
-
-
(7
03,3
81,8
48.9
5)
(703
,381
,848
.95)
-
(7
03,3
81,8
48.9
5)
Incr
ease
in m
inor
ity
-
-
-
-
-
-
-
-
63
.00
63
.00
Div
iden
d fr
om s
ubsi
diar
ies
paid
to m
inor
ity
-
-
-
-
-
-
-
-
(2
80,0
00,7
15.5
9)
(280
,000
,715
.59)
Exe
rcis
e of
war
rant
21
11
,052
,213
.20
(7
8,26
0.94
) (3
,154
,511
.42)
-
-
-
-
7,
819,
440.
84
-
7,81
9,44
0.84
End
ing
bala
nce
as o
f Dec
embe
r 31
, 200
8
3,
752,
736,
411.
60
927,
637.
64
475,
608,
366.
36
94,5
58.3
6
(28,
991,
779.
31)
467,
851,
405.
48
3,08
6,27
1,48
3.08
7,
754,
498,
083.
21
383,
109,
447.
82
8,13
7,60
7,53
1.03
Beg
inni
ng b
alan
ce a
s of
Jan
uary
1, 2
007
9,03
6,92
7,49
5.00
1,
904,
573.
51
(4,9
07,1
70,1
83.0
3)
(33,
382,
780.
88)
(27,
893,
720.
65)
386,
776,
978.
92
2,01
2,20
2,53
5.49
6,
469,
364,
898.
36
615,
495,
614.
25
7,08
4,86
0,51
2.61
Unr
ealiz
ed lo
ss fr
om c
hang
es in
car
ryin
g
am
ount
of
avai
labl
e-fo
r-sa
le s
ecur
ities
-
-
-
1,64
4,62
6.44
-
-
-
1,64
4,62
6.44
-
1,
644,
626.
44
Cur
renc
y tr
ansl
atio
n di
ffere
nces
-
-
-
-
(769
,661
.19)
-
-
(7
69,6
61.1
9)
-
(769
,661
.19)
Net
loss
not
reco
gniz
ed in
the
stat
emen
ts
of
inco
me
-
-
-
1,64
4,62
6.44
(7
69,6
61.1
9)
-
-
874,
965.
25
-
87
4,96
5.25
Net
pro
fit
-
-
-
-
-
-
1,
163,
640,
401.
48
1,16
3,64
0,40
1.48
86
,075
,037
.73
1,
249,
715,
439.
21
App
ropr
iate
d -
lega
l res
erve
22
-
-
-
-
-
35
,945
,631
.47
(3
5,94
5,63
1.47
) -
-
-
Div
iden
d pa
id
22
-
-
-
-
-
-
(647
,138
,801
.68)
(6
47,1
38,8
01.6
8)
-
(647
,138
,801
.68)
Incr
ease
in m
inor
ity
-
-
-
-
-
-
-
-
12
2.50
12
2.50
Div
iden
d fr
om s
ubsi
diar
ies
paid
to m
inor
ity
-
-
-
-
-
-
-
-
(1
60,0
96,3
62.8
0)
(160
,096
,362
.80)
Cap
ital d
ecre
ase
durin
g th
e ye
ar
19 a
nd 2
0 (5
,588
,265
,057
.60)
-
5,
588,
265,
057.
60
-
-
-
-
-
-
-
Exe
rcis
e of
war
rant
s
21
293,
021,
761.
00
(898
,674
.93)
(2
02,3
31,9
96.7
9)
-
-
-
-
89,7
91,0
89.2
8
-
89,7
91,0
89.2
8
End
ing
bala
nce
as o
f Dec
embe
r 31
, 200
7
3,
741,
684,
198.
40
1,00
5,89
8.58
47
8,76
2,87
7.78
(3
1,73
8,15
4.44
) (2
8,66
3,38
1.84
) 42
2,72
2,61
0.39
2,
492,
758,
503.
82
7,07
6,53
2,55
2.69
54
1,47
4,41
1.68
7,
618,
006,
964.
37
The
acco
mpa
nyin
g no
tes
to fi
nanc
ial s
tate
men
ts a
re a
n in
tegr
al p
art o
f the
se s
tate
men
ts.
HE
MA
RA
J L
AN
D A
ND
DE
VE
LOP
ME
NT
PU
BLI
C C
OM
PAN
Y L
IMIT
ED
AN
D I
TS S
UB
SID
IAR
IES
FO
R T
HE
YE
AR
S E
ND
S D
EC
EM
BE
R 3
1, 2
008
AN
D 2
007
STA
TEM
ENTS
OF
CH
AN
GES
IN
SH
AR
EHO
LDER
S’ E
QU
ITY
CO
NSO
LID
ATE
D F
INA
NC
IAL
STA
TEM
ENTS
51
Hemaraj Land And Development Public Company Limited
Annual Report 2008
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
STATEMENTS OF CASH FLOWS
BAHT
CONSOLIDATED FINANCIAL SEPARATE FINANCIAL
STATEMENTS STATEMENTS
NOTE 2008 2007 2008 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit 1,463,659,312.03 1,249,715,439.21 823,439,978.75 718,912,629.33
Adjustments to reconcile net profit to
net cash provided by (used in)
Allowance for doubtful accounts 873,263.23 1,010,564.13 324,524.59 568,292.05
Share of (profits) losses from investments
for using the equity method
- associates 2 and 10 (28,587,363.69) 579,715.14 - -
Adjustment of accrual for transfer fee
and specific business tax 1.3 (248,230,298.22) - (166,726,760.20) -
Income from increase of salable area 23 (76,667,807.84) - (76,667,807.84) -
Provision (reversal) of impairment
on assets 14 11,200,000.00 (25,181,324.26) 11,200,000.00 (25,181,324.26)
Loss (gain) on exchange rate - - 26,280,259.80 (52,689,040.46)
Loss (gain) from sales of equipment (159,394.64) (687,843.60) (93,040.50) (164,484.98)
Donation of equipment 3,130,012.50 - - -
Gain from sales of investments in
subsidiary 5 and 10 - - (1,124,998.95) -
Loss from sales of investments in
other companies 31,840,000.00 8,744,993.66 16,840,000.00 13,423,248.04
Depreciation of assets 12 and 13 151,261,750.36 114,082,042.37 22,149,038.99 16,536,231.40
Amortization of sinking fund 15 4,538,071.32 3,983,477.23 1,530,537.92 1,587,993.23
Provision for maintenance (1,842,288.86) 19,650,148.10 2,931,114.79 -
Dividend income 10 (46,151,176.28) (601,003.50) (1,019,860,459.99) (246,683,070.67)
Written-off deposit for land purchase 31 32,829,875.00 - 32,829,875.00 -
Realization of deferred leasehold right
income - related party 5 - - (1,252,208.20) -
Realization of deferred leasehold right
income - others (1,372,508.04) (1,372,508.10) - -
Finance costs 5 136,958,468.93 71,747,742.83 138,417,762.25 54,126,682.80
Income tax expenses 27 98,139,254.60 282,395,420.22 - 168,974,741.30
1,531,419,170.40 1,724,066,863.43 (189,782,183.59) 649,411,897.78
Decrease (increase) in operating assets :
Account receivables - related parties (1,394,292.42) (173.56) (9,676,036.97) (1,027,200.00)
Account receivables - other parties 25,529,631.06 (70,896,110.89) 18,721,174.96 (16,796,941.56)
Unbilled completed work 2,696,978,184.08 (2,056,690,183.82) 2,134,570,625.89 (1,527,852,870.60)
Inventory 1,680,000.00 (13,440,000.00) 1,680,000.00 (13,440,000.00)
Cost of real estate developments 143,539,830.66 29,893,882.22 (126,652,140.24) 66,727,385.68
Other current assets (37,838,600.14) (1,416,357.98) (9,988,596.35) (1,244,601.22)
Deposit for land purchase - 128,500,000.00 - 128,500,000.00
Other non - current assets (34,866,850.26) (28,433,435.96) (36,851,170.61) (43,895,107.36)
The accompanying notes to financial statements are an integral part of these statements.
52
Hemaraj Land And Development Public Company Limited
Annual Report2008
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
STATEMENTS OF CASH FLOWS (CONTINUED)
Increase (decrease) in operating liabilities :
Trade account payables - related parties 854,395.02 582,576.87 (7,578,846.28) 8,970,372.72
Trade account payables - other parties 69,764,608.72 (73,696,747.89) (22,392,401.92) (54,885,766.16)
Unearned income and income
received in advance 781,017,388.08 106,175,051.93 15,644,919.37 11,784,491.15
Accrued expenses 30,061,790.13 14,025,559.09 34,045,637.07 6,440,708.06
Other account payables (25,767,875.93) 6,689,180.00 (940,161.57) 4,885,910.47
Accrued specific business tax and transfer fee (28,340,518.08) 143,133,164.46 (20,660,347.35) 80,160,444.11
Other current liabilities 39,552,888.59 (18,074,019.72) 36,515,884.98 (6,087,370.14)
Retention payables (38,675,555.75) 62,250,168.66 (20,714,987.34) 29,128,782.85
Guarantee payable 12,056,571.28 22,841,490.76 1,059,637.90 (471,000.00)
Deferred leasehold right income - - 62,100,000.00 -
Other non - current liabilities 1,741,450.49 (652,560.33) (261,016.71) 212,416.44
Cash Provided by (Used in) Operating Activities 5,167,312,215.93 (25,141,652.73) 1,858,839,991.24 (679,478,447.78)
Cash paid for finance costs (237,530,395.22) (244,640,123.80) (122,095,880.58) (112,836,034.36)
Cash paid for corporate income tax (177,604,754.67) (122,140,641.25) (49,196,003.18) (34,292,578.64)
Net Cash Provided by (Used in) Operating Activities 4,752,177,066.04 (391,922,417.78) 1,687,548,107.48 (826,607,060.78)
BAHT
CONSOLIDATED FINANCIAL SEPARATE FINANCIAL
STATEMENTS STATEMENTS
NOTE 2008 2007 2008 2007
The accompanying notes to financial statements are an integral part of these statements.
53
Hemaraj Land And Development Public Company Limited
Annual Report 2008
CASH FLOWS FROM INVESTING ACTIVITIES
Cash received from sales of the
investments in securities 1,320,000.00 1,483,320.00 1,320,000.00 1,483,320.00
(Increase) decrease in short - term loans
and advance to related parties 15,092,491.00 (3,953,069.51) 261,346,325.07 986,423,081.51
Increase in investments in subsidiaries - - (580,499,937.00) (1,276,749,877.50)
Increase in investments in associate (78,400,000.00) (76,055,970.00) (78,400,000.00) (76,055,970.00)
Cash received from sales of investment
in subsudiary - - 76,124,928.95 -
Cash received from sales of investment
in associate 20,092,203.04 - 20,092,203.04 -
Cash received from sales of investment
in other company - - 15,000,000.00 -
Dividend received from subsidiaries - - 912,185,340.02 631,787,665.10
Dividend received from associate 999,990.00 64,535,851.92 999,990.00 64,535,851.92
Dividend received from other companies 46,151,176.28 604,010.50 45,101,183.26 79,014.00
Increase in deposit at financial institution
with commitment 30 (2,059,901,000.00) - (2,059,901,000.00) -
Cash received from sales of building
and equipment 163,813.08 687,848.60 97,457.94 164,485.98
Increase in building and equipment (73,158,645.14) (93,174,398.89) (8,578,792.23) (73,836,372.01)
Increase in assets for rent (44,072,620.14) (829,024,245.01) (766,916.00) (12,369,311.50)
Increase in sinking fund (14,566,093.41) (9,055,503.39) - -
Net Cash Provided by (Used in)
Investing Activities (2,186,278,685.29) (943,952,155.78) (1,395,879,216.95) 245,461,887.50
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans
from financial institutions 775,000,000.00 (20,000,000.00) 775,000,000.00 (20,000,000.00)
Increase (decrease) in short - term loans
and advance from related parties (39,904,007.61) (26,800,000.00) 719,842,159.76 4,246,175.28
Decrease in long - term loans from related party - - (13,673,800.00) (100,000.00)
Increase (decrease) in other long - term loans (1,691,498,481.64) 1,167,080,792.66 (674,389,595.86) 478,989,595.86
Proceeds from exercise of warrants 7,819,440.84 89,791,089.28 7,819,440.84 89,791,089.28
Cash paid for dividend 22 (979,822,732.19) (368,583,724.65) (979,822,732.19) (368,583,724.65)
Dividend paid to minority interest (280,000,715.59) (80,192,334.90) - -
Cash received from minority interest 63.00 122.50 - -
Net Cash Provided by (Used in)
Financing Activities (2,208,406,433.19) 761,295,944.89 (165,224,527.45) 184,343,135.77
Translation of financial statements differences (328,397.47) (769,661.19) - -
Increase (decrease) in cash and cash
equivalents, net 357,163,550.09 (575,348,289.86) 126,444,363.08 (396,802,037.51)
Cash and cash equivalents, beginning
of periods 574,523,599.97 1,149,871,889.83 288,663,892.18 685,465,929.69
Cash and cash equivalents, end of periods 6 931,687,150.06 574,523,599.97 415,108,255.26 288,663,892.18
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
STATEMENTS OF CASH FLOWS (CONTINUED)
BAHT
CONSOLIDATED FINANCIAL SEPARATE FINANCIAL
STATEMENTS STATEMENTS
NOTE 2008 2007 2008 2007
The accompanying notes to financial statements are an integral part of these statements.
54
Hemaraj Land And Development Public Company Limited
Annual Report2008
HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
1. GENERAL INFORMATION 1.1 General Matter
On August 15, 1988, Hemaraj Land and Development Public Company Limited (“the Company”) was
incorporated under the Civil and Commercial Code of Thailand and was subsequently listed on the Stock
Exchange of Thailand and transformed as a Public Company Limited on July 10, 1992 and July 12, 1993,
respectively.
The Company, which is the parent company of Hemaraj Group, operates its business as a real estate developer
as follows:
1. Industrial estate development projects located in the Eastern Seaboard of Thailand. The projects are
operating under the joint operation agreements with the Industrial Estate Authority of Thailand (“IEAT”), in
the names of the Company and its 3 subsidiaries as follows:
NOTES TO FINANCIAL STATEMENTS
Company Name Industrial Estate Site Location
Hemaraj Land and Development Plc. Hemaraj Chonburi Sriracha district, Chonburi province
Eastern Industrial Estate Co., Ltd. Hemaraj Eastern (Map Ta Phut) Muang district, Rayong province
Eastern Seaboard Industrial Estate
(Rayong) Co., Ltd. Eastern Seaboard (Rayong) Pluak Daeng district, Rayong province
Hemaraj Eastern Seaboard
Industrial Estate Co.,Ltd. Hemaraj Eastern Seaboard Pluak Daeng district, Rayong province
2. A condominium for sale being developed under the Company’s name is called “The Park Chidlom”, which
located at Chidlom Road, Bangkok.
3. Service business related to the mentioned industrial estates consisting of service providing for public
utilities, office building and prefabricated factory for sale and lease, land rental, commercial plaza rental,
pipe rack rental in Industrial Estates, building contractor and others.
Hemaraj Group’s head office is located at 18th floor, UM Tower, 9 Ramkhamhaeng Road, Suanluang subdistrict,
Suanluang district, Bangkok, Thailand 10250.
1.2 The change in accounting policy
In 2007, the Company had changed its accounting policy for its investments in subsidiaries and associates in
the separate financial statements from the equity method to the cost method in accordance with the Accounting
Standard No.44 “Consolidated and Separate Financial Statements” (revised 2007). The change in accounting
policy is recorded retrospectively to the years in which the investments were made, resulted in the cumulative
effect of the change in accounting policy net as of December 31, 2007 and 2006 of approximately Baht
1,675.28 million and Baht 2,178.31 million, respectively in the Company’s separate financial statements.
Such change in accounting policy affects only the accounts related to investments in subsidiaries and associates
in the Company’s separate financial statements with no effect to the consolidated financial statements of the
Company and its subsidiaries.
55
Hemaraj Land And Development Public Company Limited
Annual Report 2008
1.3 Transfer fee and specific business tax
Due to the Royal Decree issued pursuant to the Revenue Code relating to the reduction of tax (No. 472) B.E.
2551, Announcement of Interior Ministry relating to collection of fees for registration and transfer pursuant to
the Land Law in case of the promotion of sale and purchase of real estates according to the criteria set by the
cabinet and Announcement of Interior Ministry relating to the collection of fees for registration of condominium
unit in case of the promotion sale and purchase of condominium unit according to the criteria set by the cabinet
to reduce specific business tax from 3.3% to 0.11% and reduce registration fees for transfer real estates from
2% to 0.01% for registration made during March 28, 2008 until March 27, 2009, the Company and subsidiaries
have revised effect from such measures by making adjustment of accrual for transfer fee and specific business
tax in statements of income for the year ended December 31, 2008 in the amount of Baht 248.23 million
(separate financial statement : Baht 166.73 million).
1.4 Adoption of new accounting standards
The Federation of Accounting Professions (FAP) has issued Notifications No. 86/2551 regarding Thai Accounting
Standards, and this has been published in the Royal Gazette. The Notifications mandate the use of the
Accounting Standards (Revised 2007) in place of the previous versions, which are cancelled. Accounting
Standards (revised version) which are not effective for the current period are as follows:
Accounting Standards No. 36 Impairment of Assets (revised 2007)
Accounting Standards No. 54 Non-current Assets Held for Sale and Discontinued Operations
(revised 2007)
These accounting standards will become effective for the financial statements for fiscal years beginning on or
after 1 January 2009.
However, the management has assessed the effect of these revised accounting standards and believes that they
will not have any significant impact on the financial statements for the period in which they are initially applied.
2. BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION 2.1 Basis for preparation of financial statements
The financial statements of the company have been prepared in accordance with generally accepted accounting
standards including related interpretations and guidelines promulgated by the Federation of Accounting
Professional.
The Company’s financial statements are prepared in the Thai language as required by Thai law, and translated
into English for the convenience of a reader of the financial statements.
Certain amounts in the 2007 financial statements have been reclassified to conform to the 2008 financial
statement presentation, without effect on previously reported net profit and shareholders’ equity.
2.2 Basis for preparation and presentation of consolidated financial statements
The consolidated financial statements incorporate the financial statements of the Company and its majority
owned directly and indirectly (over 50% of their paid-up capital) in subsidiaries and are prepared on the same
basis as the consolidated financial statements for the year ended December 31, 2007. There have been no
significant changes in the composition of the Group during the current period.
All subsidiaries were registered and incorporated in Thailand except H-International (BVI) Company Limited
and Hemaraj International Limited which were incorporated in British Virgin Islands and Cayman Islands,
respectively.
In addition, the consolidated and the Company’s financial statements for the years ended December 31, include
share of profits (losses) from associates as follows:
56
Hemaraj Land And Development Public Company Limited
Annual Report2008
MILLION BAHT
2008 2007
Elyo-H Facilities Management Limited 2.76 2.01
SIL Industrial Land Company Limited
(Consolidated financial statements) 6.14 0.31
Glow Hemaraj Energy Company Limited - (2.68)
GHECO - One Company Limited 19.69 (0.22)
Total 28.59 (0.58)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1 The Measurement Bases Used in Preparing the Financial Statements
Other than those disclosed in other topics, significant accounting policies and other notes to the financial
statements, the financial statements are prepared on the historical cost basis.
3.2 Cash and Cash Equivalents
Cash and cash equivalents represent cash on hand and at banks, and temporary investments net of cash at
banks pledged as collateral.
3.3 Temporary Investments
Available-for-sale securities consist of investments in marketable securities, which are stated at fair value (net
of allowance for investments revaluation).
Gain (loss) on investment revaluation is included in the equity.
3.4 Trade Account Receivables and Allowance for Doubtful Accounts
Trade account receivables are stated at net realizable value. The Company and subsidiaries provide allowance
for doubtful accounts for estimated losses that may incurred in collection of receivables. The allowance for
doubtful accounts is generally considered from collection experience and aging analysis.
Allowance for doubtful accounts is based on receivables from services which are overdue by more than 90
days.
3.5 Inventories
Inventories are valued at the lower of cost (the average cost method) or net realizable value.
3.6 Cost of Real Estate Developments
Cost of real estate developments consists of land costs, development costs, pre-fabricated factory costs,
condominium construction costs, and finance costs on loans for projects development, pre-fabricated factory,
condominium construction, land deposits and advances for construction costs. These costs are transferred
to cost of sales when revenue from sales is recognized.
Cost of real estate developments is stated at the lower of cost or net realizable value.
Loss on projects revaluation is included in the statements of income.
3.7 Capitalization of Borrowing Costs
Borrowing costs are expensed in the period in which they are incurred, except borrowing costs of long term
loan and loan from other parties in relation to the cost of real estate should be treated as part of the cost of
the relevant assets. Capitalization should cease when substantially all of the activities necessary to prepare
Based on the information from the financial statements which were audited by other auditors.
57
Hemaraj Land And Development Public Company Limited
Annual Report 2008
the asset for its intended use or sale are completed and should be suspended during periods in which active
development is interrupted. The Company and its subsidiaries will recognized impairment loss when the carrying
amount of an asset exceeds its recoverable amount.
3.8 Investments and Loans
Investments
A. Investments in subsidiaries and associates are recorded by using the cost method.
B. Other investments represent investments in related and other companies which are stated at cost net of
provision for impairment loss.
Impairment loss on other investments is included in the statements of income.
Loans
The Company and its subsidiaries have recorded allowance for doubtful debts by using uncollectible amounts,
based on a review of the current financial status and the repayment ability. The recognition of interest income
is ceased when overdue by more than 180 days.
3.9 Assets for Rent
Land for rent is stated at cost. Assets for rent, excepted land, are stated at cost less accumulated depreciation.
Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 15 years
for pipe rack and 20 years for building. No depreciation is provided for land for rent.
3.10 Property, Plant and Equipment
Land is stated at cost. Property, plant and equipment are stated at cost less accumulated depreciation and
provision for impairment loss. Motor vehicles under financial lease are stated at fair value less accumulated
depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets
of 5 years for equipment and 20 years for building and structures. No depreciation is provided for land.
3.11 Leasehold Right and Land Held for Commercial Purposes
Leasehold right and land held for commercial purposes consist of land leasehold right, land costs, development
costs and capitalized finance costs on loans for undeveloped projects and projects which were temporarily
suspended from development.
Leasehold land and land held for commercial purposes are stated at the lower of cost or net realizable value.
Loss on projects revaluation is included in the statements of income.
3.12 Sinking Fund
The Company and its subsidiaries have recorded a fund for the major maintenance and replacement of utilities
systems and facilities for the customers in the industrial estate, under the joint operating agreements with the
Industrial Estate Authority of Thailand (“IEAT”) to be Deferred Sinking Fund and has recorded amortization to
be cost of services by the straight-line method over 20 years of useful lives.
3.13 Deferred Interest Expense on Hire-Purchase Agreement
Deferred interest expense on hire-purchase agreement, which is amortized according to the effective rate,
presented net from hire-purchase payable.
58
Hemaraj Land And Development Public Company Limited
Annual Report2008
3.14 Impairment of Assets
The Company and its subsidiaries have evaluated the impairment of properties, plant and equipment and
other assets when the event is occurred or there is the situational change, which indicates that the recoverable
amount of assets will be lower than their book value. The Company and its subsidiaries will recognize the
loss from impairment as an expense in the statements of income.
3.15 Unearned Income and Income Received in Advance
Unearned income and income received in advance represents the amounts received from real estate and
condominium sales contracts, in excess of the revenue recognized by using the percentage of completion
method, and from utilities and rental income received in advance.
3.16 Employee benefits
Salaries, wages, bonuses, contributions to the social security fund and provident fund and other benefits are
recognized as expenses when incurred.
The Company and its subsidiaries do not recognize liabilities in respect of employee benefit potentially payable
under the Thai Labour Law.
3.17 Deferred Leasehold Right Income
Deferred leasehold right income represents leasehold right received from rental of land, building, pipe rack
and leasehold right income to produce and distribute the industrial water which are recognized as revenue
over the period of rental contract.
3.18 Revenue and Expense Recognition
Other than those disclosed in other topics, the policy of the Company and its subsidiaries on revenue and
expense recognition are as follows:
A. Recognition of Revenue and Cost of Land Sales
Revenue from land sales are recognized upon signing of contract and receiving of installments by the
percentage of completion method, using the ratio of actual development costs incurred to total estimated
development costs for each projects excluding land cost. Cost of sales is calculated from the realized
sales contracts based on the ratio of total estimated project costs to total estimated project sales of each
projects.
Total estimated costs and sales of each project shall be revised when there are significant changes in
the estimated costs and expected sales price of each project.
B. Recognition of Revenue and Cost of pre-fabricated Factory Sales
Revenue and cost of pre-fabricated factory sales are recognized upon signing of sales contract on the
percentage of completion method.
C. Recognition of Revenue and Cost of Condominium Sales
The Company recognizes the revenue and cost of condominium sales by the percentage of completed
work which is based on the proportion of actual costs (excluding cost of land) to the total estimated costs
which are estimated by the Company’s engineer advisor. The Company recognizes revenue when sales
contracts have been executed not less than 40% of the area opened for sales and collection received
exceeds 20% of each contract value, and the progress of completed construction work is more than 10%.
59
Hemaraj Land And Development Public Company Limited
Annual Report 2008
D. Recognition of Income and Cost of Services
Income and cost of services are recognised on the accrual basis. Service income represents income
received from providing of public utilities, potable water, raw water and reused water, waste water treatment
processing, additional work in building construction and rental services in respect of land, commercial
plaza, warehouse, factory, resident and pipe rack to the Industrial Estate, training center and business
center. Cost of services represents cost incurred from providing of such services.
Revenue and cost from mini and micro pre-fabricated factory construction are recognized upon signing
of contract and receiving of installments by the percentage of completion method.
The recognition of income from public utilities service is ceased when the customers cease their business
operations and have payment difficulties.
E. Other Incomes and Expenses.
Other incomes, selling and administration expense, finance costs and other expenses are recognized on
the accrual basis.
3.19 Accounts in Foreign Currency
A. The financial statements of our overseas subsidiary are translated into Baht for consolidation purposes
using rates of exchange as follows:
A.1 Assets and liabilities are translated at the average selling and purchasing price of exchange rate at
the end of the year.
A.2 Revenues and expenses are translated at the average selling and purchasing price of exchange rate
at the end of each month.
A.3 Share capital is translated at the exchange rate on the transaction date.
Translation of financial statements differences of foreign financial statements are included under shareholders’
equity.
B. Other foreign currency transactions occurring during the year are converted into Baht at the rates prevailing
on the dates of the transactions. Assets and liabilities at the end of the year are converted into Baht at the
rates of exchange on that date.
Gain and loss on exchange rate is included in the statements of income.
3.20 Corporate Income Tax
Corporate income tax is recognized on the accrual basis.
3.21 Earnings per Share
Basic earnings per share is computed by dividing net profit attributable to ordinary shareholders for the year
by the weighted average number of ordinary shares issued and paid up during the year.
Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders for the
year, as adjusted for the effect of dilutive ordinary shares, by the weighted average number of ordinary shares
paid up and issued during the year plus the number of dilutive ordinary shares.
4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make subjective judgments and estimates regarding matters that are inherently uncertain. These
judgments and estimates affect reported amounts and disclosures and actual results could differ.
60
Hemaraj Land And Development Public Company Limited
Annual Report2008
Subsidiaries Eastern Industrial Estate Company Limited Industrial Estate Development Common shareholders 99.99 99.99 and co-directors Eastern Seaboard Industrial Estate Industrial Estate Development ,, 60.00 60.00 (Rayong) Company LimitedHemaraj Eastern Seaboard Industrial Industrial Estate Development ,, 99.99 99.99 Estate Company Limited Eastern Pipeline Services Company Pipe Rack Rental ,, 99.99 99.99 Limited H-International (BVI) Company Limited Holding Company ,, 100.00 100.00Hemaraj International Limited Holding Company ,, 100.00 100.00H-Construction Management and Design and Construction ,, 99.99 99.99 Engineering Company Limited Supervision ServiceThe Park Residence Company Limited Real Estate Development and ,, 99.99 99.99 Service Management Hemaraj Water Company Limited Water Resources Development ,, 99.99 99.99 and Management SME Factory Company Limited Sale and Lease of Factory ,, 99.99 99.99H - Phoenix Property Company Limited Condominium office ,, 99.99 99.99 for sales, rent and services Hemaraj Clean Water Company Limited Produce and distribute the ,, 99.99 - industrial water Associates Elyo-H Facilities Management Limited Facilities Management Service Common shareholders 39.99 39.99 and co-directors GHECO - One Company Limited Electricity and Power Generation ,, 35.00 35.00SIL Industrial Land Company Limited Industrial Estate Development ,, 25.00 25.00Rayong Industrial Land Company Limited Industrial Estate Development ,, 25.00 25.00
PERCENTAGE OF HOLDING
COMPANY NAME TYPE OF BUSINESS RELATIONSHIP 2008 2007
5. TRANSACTIONS WITH RELATED PARTIES The Company has certain transactions with its related parties. Significant balances and inter-company transactions
are eliminated from the consolidated financial statements. Such transactions, which have been concluded on the
term and the basis agreed between the relevant parties. Certain loans between each party are related to the business
jointly operated.
Enterprises that directly or indirectly through one or more intermediaries, control, or under common control with
the Company by through same shareholders and co-directors as at December 31, were as follows:
61
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Related Companies Sriracha Harbor Public Company Limited Port Service and Transportation Common shareholder 6.40 6.40 and co-directors Eastern Fluid Transport Company Limited Pipe Rack Maintenance ,, 15.00 15.00Steel Top Company Limited Steel Manufacturer and Distributor Co-directors - - Siam Food Products Public Processing Agriculture Producer Co-investors - - Company Limited Teo Hong Silom Company Limited Facilities Management Service ,, - - Cementhai Property (2001) Public Holding Company ,, - - Company Limited Cementhai Holding Company Limited Holding Company ,, - - Glow Energy Public Company Limited Energy ,, - - Glow IPP2 Holding Company Limited Holding Company ,, - - Elyo South East Asia Pte Ltd. * Energy ,, - - Related Person - Directors - -
PERCENTAGE OF HOLDING
COMPANY NAME TYPE OF BUSINESS RELATIONSHIP 2008 2007
Changed from former co-investor, Tractabel Asia Company Limited to Elyo South East Asia Plc Ltd.
As at December 31, balances with related parties, which were shown in the balance sheets, were as follows:
Assets
Short - term loans and advance to related parties: Subsidiaries: Eastern Industrial Estate Company Limited - - 110,000 - Dividend receivable Eastern Seaboard Industrial Estate) - - 148,075 128,444 5%-10% of contract price (Rayong Company Limited and 5% of service income received and dividend receivable Hemaraj Eastern Seaboard Industrial - - - 335,643 MLR - 0.50%, MLR Estate Company Limited H-Construction and Engineering - - 10,074 2,536 MLR - 0.50% Company Limited Hemaraj Water Company Limited - - - 1 - SME Factory Company Limited - - 38,720 36,356 MLR - 0.50% Hemaraj Clean Water Company Limited - - 9,030 - Dividend receivable H - Phoenix Property Company Limited: - - 2,400 - Dividend receivableAssociates: Elyo-H Facilities Management Company - 92 - 92 - Limited SIL Industrial Land Company Limited - 15,000 - 15,000 MLR – 1.00%Related company : Sriracha Harbor Public Company Limited * 11,355 11,355 11,355 11,355 Rate as mentioned in business reorganization plan Total 11,355 26,447 329,654 529,427 Less Allowance for doubtful debts (11,355) (11,355) (11,355) (11,355) Net - 15,092 318,299 518,072
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY
2008 2007 2008 2007 TERM
62
Hemaraj Land And Development Public Company Limited
Annual Report2008
* The Company provided the provision for doubtful debt in full amount as the Company’s basis. This company
entered into the Business Reorganization Plan under the Bankruptcy Court, and now is under the process of the
Business Reorganization Plan. The Company has not yet adjusted the provision for the receivable under the Business
Reorganization Plan and will adjust accordingly when obtaining the settlement from it as the Plan.
Balance of assets with related parties and its movement for the year 2008 were as follows:
THOUSAND BAHT
As of 31st During the year As of 31st
December, 2007 Increase Decrease December, 2008
Consolidated financial statements Short - term loans and advance to related parties:
Associates 15,092 1,288,839 (1,303,931) - Related company 11,355 114 (114) 11,355 Total 26,447 1,288,953 (1,304,045) 11,355Less Allowance for doubtful debts (11,355) - - (11,355) Net 15,092 1,288,953 (1,304,045) -Separate financial statements Short - term loans and advance to related parties:
Subsidiaries 502,980 1,169,514 (1,354,195) 318,299 Associates 15,092 1,288,839 (1,303,931) - Related company 11,355 114 (114) 11,355 Total 529,427 2,458,467 (2,658,240) 329,654Less Allowance for doubtful debts (11,355) - - (11,355) Net 518,072 2,458,467 (2,658,240) 318,299
Short - term loans and advance from related parties: Subsidiaries: Eastern Seaboard Industrial Estate - - 74,345 - Advance (Rayong) Company Limited Eastern Industrial Estate Company - - 311,824 - MLR – 0.50% Limited Hemaraj Eastern Seaboard Industrial - - 310,085 - MLR – 0.50% Estate Company Limited Hemaraj Water Company Limited - - 56,715 57,039 MLR - 0.50%, MLR Eastern Pipeline Services Company - - 10,821 5,283 MLR - 0.50% Limited H - Phoenix Property Company Limited - - 27,253 - MLR - 0.50%Related company : Siam Food Products Public Company 40,000 79,904 - - Dividend payable Limited Total 40,000 79,904 791,043 62,322 Long - term loans from related party:
Liabilities
THOUSAND BAHT
CONSOLIDATED SEPARATE INTERCOMPANY
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007 TERM
63
Hemaraj Land And Development Public Company Limited
Annual Report 2008
The Company and its 3 subsidiaries have entered into 25-year leasehold right contracts, in the total amount of Baht
559 million, for production and distribution of industrial water with Hemaraj Clean Water Company Limited.
Balance of Liabilities with related parties and its movement for the year 2008 were as follows:
Long - term loans from related party :Subsidiary: H-International (BVI) Company Limited - - 1,113,099 1,100,493 -Deferred leasehold right income: Subsidiary: Hemaraj Clean Water Company Limited
Deferred leasehold right income - - 62,100 - Rate mutually agreed Less Accumulated amortization - - (1,252) - between both parties Deferred leasehold right - - 60,848 - income, net
Consolidated financial statements Short - term loans and advance from related parties 79,904 280,000 (319,904) 40,000Separate financial statements Short - term loans and advance from related parties:
Subsidiaries 62,322 1,289,544 (560,823) 791,043 Long - term loans from related party:
Subsidiary 1,100,493 12,606 - 1,113,099
THOUSAND BAHT
As of 31st During the year As of 31st
December, 2007 Increase Decrease December, 2008
The significant transactions with related parties for the years ended December 31, were as follows:
Service income 1.01 1.93 6.91 0.92 Market priceInterest income 29.95 0.97 38.71 65.96 MLR - 1%, MLR – 0.5%, MLR, 4.85% and 5.25%Commission and Management Income 24.49 12.87 138.77 41.27 5% - 10% of contract price and 5% of service
income receivedCost of service 10.47 10.49 1.15 1.47 Market priceFinance costs - - 24.42 5.68 MLR – 0.50% and MLRDeferred leasehold right income - - 1.25 - Rate mutually agreed between both partiesGain from sell of investment in subsidiary - - 1.12 - Rate mutually agreed
between both partiesGain from Sell of other long term investment - - 15.00 - Rate Mutually agreed between both parties
MILLION BAHT
CONSOLIDATED SEPARATE INTERCOMPANY
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007 COST POLICY
THOUSAND BAHT
CONSOLIDATED SEPARATE INTERCOMPANY
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007 TERM
64
Hemaraj Land And Development Public Company Limited
Annual Report2008
6. CASH AND CASH EQUIVALENTS For the purpose of preparation of the statements of cash flows in accordance with the relevant Accounting Standard,
as of December 31, cash and cash equivalents consisted of:
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
Cash and deposits at financial institutions 931,592 574,431 415,091 288,648
Current investments - Time deposits 95 93 17 16
Deposit with commitment 2,059,901 - 2,059,901 -
Total 2,991,588 574,524 2,475,009 288,664
Less Deposit with commitment (2,059,901) - (2,059,901) -
Cash and Cash Equivalents 931,687 574,524 415,108 288,664
7. TRADE ACCOUNT RECEIVABLES, NET As of December 31, trade account receivables, net consisted of:
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
Related parties
Service receivables
Accrued service income 10,844 9,450 13,774 4,098
Less Allowance for doubtful accounts (7,405) (7,405) - -
Service receivables, net 3,439 2,045 13,774 4,098
Trade Account Receivables - Related Parties, net 3,439 2,045 13,774 4,098
Other parties
Service receivables
Accrued service income 100,922 98,887 23,317 29,323
Less Allowance for doubtful accounts (21,089) (20,786) (18,028) (17,722)
Service receivables, net 79,833 78,101 5,289 11,601
Real estate sales contracts receivables
Total value of contracts signed 28,585,410 25,743,375 7,797,118 7,760,510
Installments due 27,194,982 20,560,720 6,918,365 4,643,553
Less Installments received (27,141,541) (20,479,144) (6,918,265) (4,630,719)
Installments receivables, net 53,441 81,576 100 12,834
Trade Account Receivables -Other Parties, net 133,274 159,677 5,389 24,435
65
Hemaraj Land And Development Public Company Limited
Annual Report 2008
As at December 31, unbilled completed work and unearned income comprised:
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
Accumulated amount recognised as revenue on
percentage of completion basis 27,359,896 24,144,971 7,793,443 7,639,691
Less Installments due (27,194,982) (20,560,720) (6,918,365) (4,643,553)
Net 164,914 3,584,251 875,078 2,996,138
The balance comprises :
Unbilled completed work 1,096,128 3,793,106 878,770 3,013,341
Unearned income (931,214) (208,855) (3,692) (17,203)
Net 164,914 3,584,251 875,078 2,996,138
As of December 31, trade account receivables - other parties, net classified by aging were as follows:
Accrued service income
Less than 3 months 79,833 78,101 5,289 11,601
Over 3 months to 6 months 304 165 62 -
Over 6 months to 12 months 246 516 124 338
Over 12 months 20,539 20,105 17,842 17,384
Total 100,922 98,887 23,317 29,323
Less Allowance for doubtful accounts (21,089) (20,786) (18,028) (17,722)
Accrued service income, net 79,833 78,101 5,289 11,601
Real estate sale contracts receivables
Less than 3 months 53,441 81,576 100 12,834
Over 3 months to 6 months - - - -
Over 6 months to 12 months - - - -
Over 12 months - - - -
Total real estate sale contracts receivables 53,441 81,576 100 12,834
Trade Account Receivables - Other Parties, net 133,274 159,677 5,389 24,435
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
For the allowance for doubtful accounts of related party receivables and other parties, which obtain facility
services in the industrial estate, are provided and charged by the Company. With the economic crisis in 1997 in
Thailand, these companies have encountered with operation problem and the Company provided the provision
for doubtful debt in full amount as the Company’s basis. Consequently, these companies entered into the Debt
Restructure under CDRAC or Business Reorganization Plan under the Bankruptcy Court. The Company has
not yet adjusted the provision for these receivables under the Business Reorganization Plan until obtaining the
settlement as the Plan or debt restructure from each receivable.
66
Hemaraj Land And Development Public Company Limited
Annual Report2008
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
Balance of Allowance for doubtful accounts and its movement for the years ended December 31, were as
follows:
Related parties
Beginning balance 7,405 7,405 - -
Additional allowance during the year - - - -
Received during the year - - - -
Ending balance 7,405 7,405 - -
Other parties
Beginning balance 20,786 20,045 17,722 17,154
Additional allowance during the year 873 1,010 325 568
Received during the year (570) (269) (19) -
Ending balance 21,089 20,786 18,028 17,722
8. UNEARNED INCOME AND INCOME RECEIVED IN ADVANCE As of December 31, unearned income and income received in advance consisted of:
Unearned income
Land and condominium sale contracts (14,311,290) (7,767,685) (226,132) (590,772)
Less Installments received 14,182,426 7,582,764 226,245 590,134
Installments receivables (128,864) (184,921) 113 4,362
Less Deferred income 1,060,078 393,776 3,579 12,841
Unearned income 931,214 208,855 3,692 17,203
Land sales deposit - 6,342 - 6,342
Income received in advance – service and rental 95,219 30,219 37,648 2,150
Total Unearned Income and
Income Received in Advance 1,026,433 245,416 41,340 25,695
67
Hemaraj Land And Development Public Company Limited
Annual Report 2008
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
9. COST OF REAL ESTATE DEVELOPMENTS, NETAs at December 31, cost of real estate developments, net consisted of:
Land cost under developments 7,133,557 6,843,533 1,648,684 1,648,529
Project development costs 12,802,091 11,406,604 4,253,991 3,825,291
Capitalized finance costs 2,513,350 2,398,806 746,020 739,066
Additional utility costs 7,788 7,722 7,581 7,437
Advance for constructions 13,562 78,246 1,636 65,972
Advance for land purchases 386,579 128,500 148,500 128,500
Total 22,856,927 20,863,411 6,806,412 6,414,795
Less Accumulated costs transferred to cost of land sales (15,373,255) (13,528,343) (4,892,368) (4,711,025)
Accumulated costs transferred to assets for rent (1,409,421) (1,181,147) (46,774) (21,104)
Accumulated costs transferred for debt settlement (143,838) (143,838) (143,838) (143,838)
Cost of Real Estate Developments, net 5,930,413 6,010,083 1,723,432 1,538,828
Capitalized finance costs for the year ended
December 31 included in
cost of real estate developments 114,544 171,495 6,954 58,101
Information of cost of real estate developments of Hemaraj Land and Development Public Company Limited, Eastern
Industrial Estate Company Limited, Eastern Seaboard Industrial Estate (Rayong) Company Limited and Hemaraj
Eastern Seaboard Industrial Estate Company Limited is as follows:-
Valuation Stated in the Financial Statements
As at December 31, 2008 and 2007, cost of real estate developments is stated at the lower of cost and net realisable
value for the projects in the same area.
Obligation of Assets
As at December 31, 2008 and 2007, the portion of land in the projects of the Company and the subsidiaries has
been mortgaged as collateral for loans from local financial institutions, other companies and other persons.
68
Hemaraj Land And Development Public Company Limited
68
Sub
sidi
arie
s: C
omm
on s
hare
hold
ers
and
co-d
irect
ors
E
aste
rn In
dust
rial E
stat
e C
ompa
ny L
imite
d 40
0.00
40
0.00
99
.99
99.9
9 -
- 40
0.00
40
0.00
57
9.45
64
0.04
51
4.00
51
1.50
E
aste
rn S
eabo
ard
Indu
stria
l Est
ate
(Ray
ong)
Com
pany
Lim
ited
358.
00
358.
00
60.0
0 60
.00
- -
214.
80
214.
80
574.
66
812.
21
420.
00
240.
14
H
emar
aj E
aste
rn S
eabo
ard
Indu
stria
l Est
ate
Com
pany
Lim
ited
(1)
1,00
0.00
1,
000.
00
99.9
9 99
.99
- -
1,08
0.96
1,
080.
96
2,05
8.88
1,
313.
39
- -
E
aste
rn P
ipel
ine
Ser
vice
s C
ompa
ny L
imite
d (2
) 10
0.00
10
0.00
99
.99
99.9
9 -
- 56
.34
56.3
4 10
7.52
98
.84
- -
H
-Int
erna
tiona
l (B
VI)
Com
pany
Lim
ited
(3)
0.08
0.
08
100.
00
100.
00
- -
0.07
0.
07
1,11
5.04
1,
096.
93
- -
H
emar
aj In
tern
atio
nal L
imite
d (4
) 0.
03
0.03
10
0.00
10
0.00
-
- 0.
03
0.03
0.
03
0.03
-
-
H
-Con
stru
ctio
n M
anag
emen
t and
Eng
inee
ring
Com
pany
Lim
ited
17.1
5 17
.15
99.9
9 99
.99
- -
17.1
5 17
.15
17.4
5 10
.54
- -
Th
e P
ark
Res
iden
ce C
ompa
ny L
imite
d 0.
25
0.25
99
.99
99.9
9 -
- 0.
25
0.25
1.
88
2.37
4.
00
-
H
emar
aj W
ater
Com
pany
Lim
ited
(5)
100.
00
100.
00
99.9
9 99
.99
- -
- 75
.00
107.
46
108.
25
21.0
0 -
S
ME
Fac
tory
Com
pany
Lim
ited
(6)
37.0
0 37
.00
99.9
9 99
.99
- -
37.0
0 37
.00
37.2
5 39
.58
3.33
-
H
– P
hoen
ix P
rope
rty
Com
pany
Lim
ited
(7)
785.
00
785.
00
99.9
9 99
.99
- -
785.
00
785.
00
787.
77
782.
91
2.40
-
H
emar
aj C
lean
Wat
er C
ompa
ny L
imite
d (8
) 58
0.50
-
99.9
9 -
- -
580.
50
- 59
3.81
-
9.03
-
Inve
stm
ents
in S
ubsi
diar
ies
- -
3,17
2.10
2,
666.
60
5,98
1.20
4,
905.
09
973.
76
751.
64
(1
) In
200
7, th
e C
ompa
ny h
ad p
aid
the
shar
e ca
pita
l inc
reas
e to
Hem
araj
Eas
tern
Sea
boar
d In
dust
rial E
stat
e C
ompa
ny L
imite
d in
the
tota
l am
ount
of B
aht 4
05 m
illion
.
(2
) 74
.99%
dire
ctly
hel
d by
the
Com
pany
and
25%
indi
rect
ly h
eld
by E
aste
rn In
dust
rial E
stat
e C
ompa
ny L
imite
d.
(3
) H
-Int
erna
tiona
l (B
VI)
Com
pany
Lim
ited
was
regi
ster
ed in
the
Brit
ish
Virg
in Is
land
s (U
S. c
urre
ncy
is u
sed
for
busi
ness
ope
ratio
n).
(4
) H
emar
aj In
tern
atio
nal L
imite
d w
as r
egis
tere
d in
the
Cay
man
Isla
nds
(US
. cu
rren
cy is
use
d fo
r bu
sine
ss o
pera
tion)
. Th
e C
ompa
ny o
btai
ned
the
info
rmat
ion
from
the
fina
ncia
l sta
tem
ents
whi
ch w
ere
prep
ared
by
the
subs
idia
ry’s
man
agem
ent
and
wer
e no
t au
dite
d by
an
audi
tor.
Nev
erth
eles
s, it
s to
tal a
sset
s an
d ne
t pr
ofit
pres
ente
d in
the
fina
ncia
l sta
tem
ents
wer
e im
mat
eria
lity
to t
he c
onso
lidat
ed
finan
cial
sta
tem
ents
.
(5
) 99
.99%
indi
rect
ly h
eld
by H
emar
aj C
lean
Wat
er C
ompa
ny L
imite
d (In
200
7, 7
4.99
% d
irect
ly h
eld
by th
e C
ompa
ny a
nd 2
5% in
dire
ctly
hel
d by
Eas
tern
Indu
stria
l Est
ate
Com
pany
Lim
ited.
)
In 2
007,
the
Com
pany
and
Eas
tern
Indu
stria
l Est
ate
Com
pany
Lim
ited
had
paid
up
the
exis
ting
shar
e ca
pita
l and
the
sha
re c
apita
l inc
reas
e to
Hem
araj
Wat
er C
ompa
ny L
imite
d in
the
tot
al a
mou
nt o
f
Bah
t 75
milli
on.
In 2
008,
the
Com
pany
and
Eas
tern
Indu
stria
l Est
ate
Com
pany
Lim
ited
had
sold
inve
stm
ent
in H
emar
aj W
ater
Com
pany
Lim
ited
tota
lly 1
0 m
illion
sha
res
to H
emar
aj C
lean
Wat
er C
ompa
ny L
imite
d fo
r
Bah
t 10.
15 p
er s
hare
.
(6
) In
200
7, th
e C
ompa
ny h
ad p
aid
up th
e ex
istin
g sh
are
capi
tal a
nd th
e sh
are
capi
tal i
ncre
ase
to S
ME
Fac
tory
Com
pany
Lim
ited
in th
e to
tal a
mou
nt o
f Bah
t 36.
75 m
illion
.
(7
) In
200
7, th
e C
ompa
ny h
ad e
stab
lishe
d H
– P
hoen
ix P
rope
rty
Com
pany
Lim
ited,
whi
ch h
ad th
e in
itial
cap
ital s
hare
in th
e am
ount
of B
aht 5
0 m
illion
and
had
pai
d th
e sh
are
capi
tal i
ncre
ase
to H
– P
hoen
ix
Pro
pert
y C
ompa
ny L
imite
d, in
the
tota
l am
ount
of B
aht 7
35 m
illion
. The
Com
pany
pai
d fo
r ca
pita
l in
the
tota
l am
ount
of B
aht 7
85 m
illion
from
the
regi
ster
ed c
apita
l of B
aht 8
00 m
illion
.
(8
) In
200
8, th
e C
ompa
ny h
ad e
stab
lishe
d H
emar
aj C
lean
Wat
er C
ompa
ny L
imite
d, w
hich
had
the
regi
ster
ed c
apita
l in
the
amou
nt o
f Bah
t 645
milli
on, a
nd h
ad p
aid
up fo
r sh
are
capi
tal t
o H
emar
aj C
lean
Wat
er C
ompa
ny L
imite
d, in
the
tota
l am
ount
of B
aht 5
80.5
0 m
illion
of B
aht 9
eac
h.
10. I
NV
ES
TM
EN
TS
IN S
UB
SID
IAR
IES
AN
D A
SS
OC
IAT
ES
As
at D
ecem
ber
31, t
he C
ompa
ny’s
inve
stm
ents
usi
ng th
e eq
uity
met
hod
wer
e as
follo
ws:
Inve
stm
ents
(Mill
ion
Bah
t)
C
om
pan
y P
aid
-up
Cap
ital
P
erce
ntag
e o
f sh
ares
C
ons
olid
ated
fina
ncia
l S
epar
ate
fina
ncia
l N
et b
oo
ked
val
ue in
the
D
ivid
end
fo
r th
e ye
ar
(Mill
ion
Bah
t)
held
by
the
Co
mp
any
st
atem
ents
(a
t C
ost
) p
ort
ion
of
inve
stm
ents
en
ded
Dec
emb
er 3
1,
(P
erce
nt)
2008
2007
20
08
20
07
2008
2007
20
08
20
07
2008
2007
20
08
20
07
69
Hemaraj Land And Development Public Company Limited
Annual Report 2008In
vest
men
ts in
sub
sidi
arie
s an
d as
soci
ates
(con
tinue
d)
Inve
stm
ents
(Mill
ion
Bah
t)
C
om
pan
y P
aid
-up
Cap
ital
P
erce
ntag
e o
f sh
ares
C
ons
olid
ated
fina
ncia
l S
epar
ate
fina
ncia
l N
et b
oo
ked
val
ue in
the
D
ivid
end
fo
r th
e ye
ar
(Mill
ion
Bah
t)
held
by
the
Co
mp
any
st
atem
ents
(a
t C
ost
) p
ort
ion
of
inve
stm
ents
en
ded
Dec
emb
er 3
1,
(P
erce
nt)
2008
2007
20
08
20
07
2008
2007
20
08
20
07
2008
2007
20
08
20
07
Ass
ocia
tes:
Com
mon
sha
reho
lder
s an
d co
-dire
ctor
s
Ely
o-H
Fac
ilitie
s M
anag
emen
t Lim
ited
50.0
0 50
.00
39.9
9 39
.99
22.9
4 21
.19
20.0
0 20
.00
22.9
4 21
.19
1.00
-
GH
EC
O –
One
Com
pany
Lim
ited
(9)
324.
00
100.
00
35.0
0 35
.00
132.
87
34.7
8 11
3.40
35
.00
132.
87
34.7
8 -
-
SIL
Indu
stria
l Lan
d C
ompa
ny L
imite
d
500.
00
500.
00
25.0
0 25
.00
269.
03
262.
89
239.
75
239.
75
258.
06
251.
92
- -
Ray
ong
Indu
stria
l Lan
d C
ompa
ny L
imite
d (1
0)
1,00
0.00
1,
000.
00
25.0
0 25
.00
- -
- -
- -
- -
In
vest
men
ts in
Ass
ocia
tes
424.
84
318.
86
373.
15
294.
75
413.
87
307.
89
1.00
-
Tota
l Inv
estm
ents
42
4.84
31
8.86
3,
545.
25
2,96
1.35
6,
395.
07
5
,212
.98
974.
76
751.
64
Div
iden
d in
com
e fo
r th
e ye
ars
ende
d D
ecem
ber
31
S
ubsi
diar
ies
pres
ente
d in
the
stat
emen
t of
chan
ges
in s
hare
hold
ers’
equ
ity
- (5
05.0
3)
S
ubsi
diar
ies
pres
ente
d in
the
stat
emen
t
of in
com
e
97
4.76
24
6.61
O
ther
com
pani
es p
rese
nted
in th
e st
atem
ent
of in
com
e
45
.10
0.07
Tota
l
1,
019.
86
246.
68
(9
) 35
% d
irect
ly h
eld
by th
e C
ompa
ny in
GH
EC
O –
One
Com
pany
Lim
ited.
In 2
008,
the
Com
pany
had
pai
d th
e sh
are
capi
tal i
ncre
ase
to G
HE
CO
– O
ne C
ompa
ny L
imite
d, in
the
tota
l am
ount
of B
aht 7
8.40
milli
on to
mai
ntai
n th
e ex
istin
g pr
opor
tion
of s
hare
hold
ing
stru
ctur
e.
In 2
007,
the
Com
pany
had
inve
sted
in G
HE
CO
– O
ne C
ompa
ny L
imite
d, w
hich
had
the
initi
al c
apita
l sha
re in
the
am
ount
of B
aht
10 m
illion
and
the
Com
pany
had
pai
d th
e sh
are
capi
tal i
ncre
ase
to
GH
EC
O–
One
Com
pany
Lim
ited,
in th
e to
tal a
mou
nt o
f Bah
t 35
milli
on.
(1
0)
25%
dire
ctly
hel
d by
the
Com
pany
in S
IL In
dust
rial L
and
Com
pany
Lim
ited
that
has
hel
d 99
.99%
in R
ayon
g In
dust
rial L
and
Com
pany
.
70
Hemaraj Land And Development Public Company Limited
Annual Report2008
11. OTHER LONG - TERM INVESTMENTS, NET As at December 31, other long-term investments, net consisted of:
Investments in related parties
Sriracha Harbor Public Company Limited 15,000 15,000 - 75,300
Eastern Fluid Transport Company Limited 1,500 1,500 - -
Total 16,500 16,500 - 75,300
Less Provision for impairment loss on investments (15,000) (15,000) - (75,300)
Other Long-term Investments - Related Parties, net 1,500 1,500 - -
Others
Glow IPP Company Limited
(Formerly : Bowin Power Company Limited) 142,500 142,500 142,500 142,500
Other company 1,000 1,000 - -
Total 143,500 143,500 142,500 142,500
Less Provision for impairment loss on investment (717) (717) - -
Other Long-Term Investments - Others, net 142,783 142,783 142,500 142,500
Other Long-Term Investments, net 144,283 144,283 142,500 142,500
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
In 2008, the Company had sold investment in Sriracha Harbor Public Company Limited totally 15 million shares to
Eastern Pipeline Services Company Limited for Baht 1 per share and Eastern Pipeline Services Company Limited
had set up provision for impairment loss on investment for Baht 15 million.
71
Hemaraj Land And Development Public Company Limited
Annual Report 200812
. AS
SE
TS
FO
R R
EN
T, N
ET
A
s at
Dec
embe
r 31
, 200
8 an
d 20
07, a
sset
s fo
r re
nt, n
et c
onsi
sted
of:
Con
solid
ated
fina
ncia
l sta
tem
ents
La
nd (*
) 32
6,86
6 48
,447
(3
3,78
8)
341,
525
- -
- -
326,
866
341,
525
B
uild
ings
(*)
1,76
9,25
5 21
3,61
5 (1
13,5
62)
1,86
9,30
8 22
4,87
5 91
,033
(1
3,19
6)
302,
712
1,54
4,38
0 1,
566,
596
B
uild
ing
impr
ovem
ents
12
,410
2,
938
(1,2
11)
14,1
37
4,46
9 1,
511
(129
) 5,
851
7,94
1 8,
286
Fu
rnitu
re a
nd fi
xtur
e -
476
2,36
9 2,
845
- 21
7 -
217
- 2,
628
P
ipe
rack
17
9,18
4 -
23,4
87
202,
671
84,4
02
12,0
50
- 96
,452
94
,782
10
6,21
9
C
onst
ruct
ion
in p
rogr
ess
1,33
8 38
,289
(2
3,48
7)
16,1
40
- -
- -
1,33
8 16
,140
Tota
l 2,
289,
053
303,
765
(146
,192
) 2,
446,
626
313,
746
104,
811
(13,
325)
40
5,23
2 1,
975,
307
2,04
1,39
4
Sep
arat
e fin
anci
al s
tate
men
ts
La
nd (*
) 28
,582
4,
158
- 32
,740
-
- -
- 28
,582
32
,740
B
uild
ings
(*)
49,3
85
21,5
12
- 70
,897
6,
483
3,10
1 -
9,58
4 42
,902
61
,313
B
uild
ing
impr
ovem
ents
11
7 76
7 -
884
13
11
- 24
10
4 86
0
Tota
l 78
,084
26
,437
-
104,
521
6,49
6 3,
112
- 9,
608
71,5
88
94,9
13
C
ons
olid
ated
S
epar
ate
fi
nanc
ial s
tate
men
ts
fina
ncia
l sta
tem
ents
20
08
20
07
2008
2007
Dep
reci
atio
ns w
hich
incl
uded
in s
tate
men
ts o
f inc
ome
for
the
year
s en
ded
Dec
embe
r 31
:
Cos
t of s
ervi
ces
104,
811
83
,243
3,
112
2,
210
Cha
nges
in C
ost
Cha
nges
in A
ccum
ulat
ed D
epre
ciat
ion
N
et B
oo
k Va
lue
Dis
po
sal/
Dis
po
sal/
B
egin
ning
A
dd
itio
n Tr
ansf
er
End
ing
B
egin
ning
D
epre
ciat
ion
Tran
sfer
E
ndin
g
Beg
inni
ng
End
ing
(Uni
t : T
hous
and
Bah
t)
(*
) Lan
d an
d B
uild
ings
wer
e tr
ansf
erre
d fro
m re
al e
stat
e de
velo
pmen
t cos
t.
A
s at
Dec
embe
r 31
, 200
8 an
d 20
07, t
he a
sset
s fo
r re
nt o
f the
Com
pany
and
the
sub
sidi
arie
s ha
s be
en m
ortg
aged
as
colla
tera
l for
loan
s fro
m lo
cal fi
nanc
ial i
nstit
utio
ns
and
othe
r pe
rson
s.
72
Hemaraj Land And Development Public Company Limited
Annual Report2008
13. P
RO
PE
RT
Y, P
LAN
T A
ND
EQ
UIP
ME
NT,
NE
T
As
at D
ecem
ber
31, 2
008
and
2007
, pro
pert
y, p
lant
and
equ
ipm
ent,
net c
onsi
sted
of:
Con
solid
ated
fina
ncia
l sta
tem
ents
La
nd
4,57
9 -
- 4,
579
- -
- -
4,57
9 4,
579
B
uild
ings
and
str
uctu
re
128,
939
188
6,08
2 13
5,20
9 35
,082
7,
893
- 42
,975
93
,857
92
,234
B
uild
ing
impr
ovem
ents
5,
271
2,27
0 -
7,54
1 3,
769
946
- 4,
715
1,50
2 2,
826
Fu
rnitu
re, fi
xtur
e an
d eq
uipm
ent
158,
370
20,5
64
431
179,
365
89,8
18
14,6
85
(199
) 10
4,30
4 68
,552
75
,061
Ve
hicl
es
79,6
43
26,0
22
(1,4
69)
104,
196
50,0
95
11,9
10
(1,4
69)
60,5
36
29,5
48
43,6
60
R
aw w
ater
pip
e 40
,180
7,
330
(3,1
30)
44,3
80
3,66
2 2,
536
- 6,
198
36,5
18
38,1
82
R
eser
voir
26,3
15
- -
26,3
15
356
3,24
6 -
3,60
2 25
,959
22
,713
P
otab
le w
ater
pro
duct
ion
syst
em 1
00,5
06
- -
100,
506
1,98
9 5,
236
- 7,
225
98,5
17
93,2
81
C
onst
ruct
ion
in p
rogr
ess
11,1
14
19,9
33
(9,8
65)
21,1
82
- -
- -
11,1
14
21,1
82
To
tal
554,
917
76,3
07
(7,9
51)
623,
273
184,
771
46,4
52
(1,6
68)
229,
555
370,
146
393,
718
Le
ss R
eser
ve fo
r im
pairm
ent l
oss
of a
sset
s *
(1
0,16
6)
(10,
166)
P
rope
rty,
Pla
nt a
nd E
quip
men
t, ne
t
35
9,98
0 38
3,55
2
Cha
nges
in C
ost
Cha
nges
in A
ccum
ulat
ed D
epre
ciat
ion
N
et B
oo
k Va
lue
Dis
po
sal/
Dis
po
sal/
B
egin
ning
A
dd
itio
n Tr
ansf
er
End
ing
B
egin
ning
D
epre
ciat
ion
Tran
sfer
E
ndin
g
Beg
inni
ng
End
ing
(Uni
t : T
hous
and
Bah
t)
73
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Cha
nges
in C
ost
Cha
nges
in A
ccum
ulat
ed D
epre
ciat
ion
N
et B
oo
k Va
lue
Dis
po
sal/
Dis
po
sal/
B
egin
ning
A
dd
itio
n Tr
ansf
er
End
ing
B
egin
ning
D
epre
ciat
ion
Tran
sfer
E
ndin
g
Beg
inni
ng
End
ing
(Uni
t : T
hous
and
Bah
t)
Sep
arat
e fin
anci
al s
tate
men
ts
La
nd
2,98
3 -
- 2,
983
- -
- -
2,98
3 2,
983
B
uild
ings
and
str
uctu
re
88,8
74
- -
88,8
74
14,4
76
5,72
5 -
20,2
01
74,3
98
68,6
73
B
uild
ing
impr
ovem
ents
3,
212
270
- 3,
482
2,77
2 38
5 -
3,15
7 44
0 32
5
Fu
rnitu
re, fi
xtur
e an
d eq
uipm
ent
69,9
51
4,53
5
337
7
4,82
3
4
8,70
0
6,32
9
(1)
55,
028
21,
251
19,
795
Ve
hicl
es
46,7
75
3,63
3
(
1,46
9)
4
8,93
9
3
0,57
9
6,19
7
(
1,46
9)
3
5,30
7
1
6,19
6
1
3,63
2
R
aw w
ater
pip
e 6,
008
-
-
6,00
8
2,61
3
401
-
3,
014
3,
395
2,
994
C
onst
ruct
ion
in p
rogr
ess
926
142
(3
44)
724
-
-
-
-
9
26
724
Tota
l 21
8,72
9
8,5
80
(
1,47
6)
2
25,8
33
9
9,14
0
1
9,03
7
(
1,47
0)
1
16,7
07
1
19,5
89
1
09,1
26
Le
ss R
eser
ve fo
r im
pairm
ent l
oss
of a
sset
s *
(7
24)
(724
)
P
rope
rty,
Pla
nt a
nd E
quip
men
t, ne
t
11
8,86
5 10
8,40
2
C
ons
olid
ated
S
epar
ate
fi
nanc
ial s
tate
men
ts
fina
ncia
l sta
tem
ents
20
08
20
07
2008
2007
Dep
reci
atio
ns w
hich
incl
uded
in s
tate
men
ts o
f inc
ome
for
the
year
s en
ded
Dec
embe
r 31
:
C
ost o
f ser
vice
s 22
,046
10,6
86
1,71
8
663
S
ellin
g an
d ad
min
istr
ativ
e ex
pens
es
24,4
06
20
,154
17
,319
13,6
64
To
tal D
epre
ciat
ion
for
the
year
s 46
,452
30,8
40
19,0
37
14
,327
Cos
t of t
he p
rope
rty,
pla
nt a
nd e
quip
men
t whi
ch h
ave
been
fully
dep
reci
ated
but
are
stil
l in
use
105,
876
89
,755
60
,418
51,6
06
*
R
eser
ve fo
r im
pairm
ent l
oss
of a
sset
s is
pro
vide
d fo
r th
e ce
ased
con
stru
ctio
n in
pro
gres
s.
A
s at
Dec
embe
r 31
, 20
08 a
nd 2
007,
the
land
with
bui
ldin
g an
d st
ruct
ure
of t
he C
ompa
ny a
nd t
he s
ubsi
diar
ies
has
been
mor
tgag
ed a
s co
llate
ral f
or lo
ans
from
loca
l
finan
cial
inst
itutio
ns.
74
Hemaraj Land And Development Public Company Limited
Annual Report2008
14. LEASEHOLD LAND AND LAND HELD FOR COMMERCIAL PURPOSES, NET As at December 31, leasehold land and land held for commercial purposes, net consisted of:
Land bank 10,201 10,201 10,201 10,201
Land cost of projects suspended from developments 1,135,711 1,135,711 1,135,711 1,135,711
Suspended development project costs 268,452 268,452 268,452 268,452
Capitalized finance costs 556,119 556,119 556,119 556,119
Leasehold land 77,077 77,077 77,077 77,077
Total 2,047,560 2,047,560 2,047,560 2,047,560
Less Accumulated cost of sales (841,514) (841,514) (841,514) (841,514)
Accumulated costs transferred for debt settlement (645,413) (645,413) (645,413) (645,413)
Loss on projects evaluation (245,696) (234,496) (245,696) (234,496)
Leasehold Land and Land Held for Commercial 314,937 326,137 314,937 326,137
Purposes, net
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
Information of leasehold land and land held for commercial purpose is as follows:-
Valuation Stated in the Financial Statements
In 2008, the leasehold land and land held for commercial purposes have been appraised by an independent
appraisal company which caused diminution from assets appraisal in 2006. The Company recorded such decline
as “Provision for loss on diminution in value of real estate development cost” amounting to Baht 11.20 million in
statements of income for the year ended December 31, 2008.
Obligation of Assets
As at December 31, 2008 and 2007, portion of land in the projects of the Company and the subsidiaries has been
mortgaged as collateral for loans from local financial institutions.
15. SINKING FUND, NET As disclosed in the Note 31 to the financial statements, the Company and its subsidiaries had entered into the joint
operating agreements with the Industrial Estate Authority of Thailand (“IEAT”). The Company and its subsidiaries are
committed to be a provider and to set up a fund (“Sinking Fund”) for major maintenance and replacement of utilities
systems and facilities for the customers in the industrial estate. The Company and its subsidiaries had made the
payment by cash and by transferring of partial piece of land for the Sinking Fund, and in addition, the Company and
its subsidiaries had transferred the withdrawal rights over the Sinking fund to IEAT per the terms and conditions of
such agreements. The Company and its subsidiaries have recorded the cash paid and land transferred to IEAT for
the fund under Sinking Fund accounts. The amortization period of 20 years is applied on the useful future economic
life of Sinking Fund under the joint contract agreements with IEAT.
75
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Sinking Fund 173,643 159,077 52,405 52,405
Less Accumulated amortization (92,985) (88,447) (29,660) (28,130)
Sinking Fund, net 80,658 70,630 22,745 24,275
THOUSAND BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
16. SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS Short-term loans from local financial institutions
As at December 31, 2008 and 2007, the Company had short-term loans from 3 local financial institutions in the
amount of Baht 1,135 million and Baht 360 million, respectively, with interest rate as at December 31, 2008 ranging
between 3.70% to 6.25% per annum. (2007 : 4.20% to 6.50% per annum)
Bank overdraft
As at December 31, 2008 and 2007, the Company and its subsidiaries have overdraft credit limit from local financial
institutions in the amount of Baht 140 million. The interest rate is charged at MOR and MOR+0.50% per annum.
Such overdraft is guaranteed by the mortgage portion of land in the projects of real estate development of the
Company and its subsidiaries.
17. LONG-TERM LOANS FROM RELATED PARTY As at December 31, 2008, the Company had loans from H-International (BVI) Company Limited, an oversea
subsidiary, amounting to USD 21.96 million and Baht 342.58 million (2007 : USD 22.46 million and Baht 339.31
million) which did not have the maturity date and the interest charge.
As at December 31, sinking fund, net consisted of:
76
Hemaraj Land And Development Public Company Limited
Annual Report2008
18. O
TH
ER
LO
NG
-TE
RM
LO
AN
S
As
at D
ecem
ber
31, o
ther
long
-ter
m lo
ans
cons
iste
d of
:
Hem
araj
Lan
d an
d D
evel
opm
ent P
ublic
Com
pany
Lim
ited
A. L
oan
from
loca
l com
mer
cial
ban
k co
nsis
ted
of:
A.1
1,
800
(*)
June
200
4 -
Rep
aym
ent w
hen
mor
tgag
e ar
e re
leas
ed a
t E
nd o
f mon
th
Year
1: 3
.85,
-
1,62
4.39
June
200
8 60
% o
f con
dom
iniu
m c
ontr
act v
alue
but
not
Year
2-3
: MLR
-1.7
5,
le
ss th
an B
aht 5
3,00
0 pe
r sq
uare
met
er. T
he
Ye
ar 4
: MLR
–1.5
0
de
bt m
ust b
e fu
lly re
paid
with
in 4
yea
rs s
ince
th
e fir
st d
raw
dow
n.
A.2
45
0 Ju
ne 2
008
– 28
qua
rter
ly in
stal
lmen
ts, c
omm
enci
ng fr
om th
e E
nd o
f mon
th
Year
1-2
: MLR
-1.5
0 45
0.00
-
Dec
embe
r 20
15
9th
mon
th a
fter
the
first
dra
wdo
wn.
Year
3-4
: MLR
-1.1
25,
In
stal
lmen
t 1-1
2 : B
ath
12.5
0 m
illion
eac
h;
Ye
ar 5
: MLR
–1.0
0
In
stal
lmen
t 13-
20 :
Bat
h 15
.00
milli
on e
ach;
In
stal
lmen
t 21-
27 :
Bat
h 22
.50
milli
on e
ach;
and
In
stal
lmen
t 28
: rep
aid
all r
emai
ning
bal
ance
A.3
50
0 (*
) D
ecem
ber
2008
16
qua
rter
ly in
stal
lmen
ts, c
omm
enci
ng fr
om M
arch
201
0. E
nd o
f mon
th
MLR
+0.
50
500.
00
-
-Dec
embe
r 20
13
Inst
allm
ent 1
-8 :
Bat
h 12
.50
milli
on e
ach;
In
stal
lmen
t 9-1
2 : B
ath
37.5
0 m
illion
eac
h; a
nd
In
stal
lmen
t 13-
16 :
Bat
h 62
.50
milli
on e
ach.
Tota
l 2,
750
950.
00
1,62
4.39
Lo
an c
ond
itio
n
B
alan
ces
C
red
it li
ne
Inte
rest
pay
men
t
(Mill
ion
Bah
t)
(M
illio
n B
aht)
C
red
it p
erio
d
Pri
ncip
al r
epay
men
t Te
rm
Int
eres
t ra
te p
er
2008
2007
annu
m (%
)
(*
) Cur
rent
por
tion
of lo
ng t
erm
loan
s in
the
sep
arat
e fin
anci
al s
tate
men
ts fo
r th
e ye
ars
then
end
ed D
ecem
ber
31, 2
008
and
2007
is B
aht
50 m
illion
and
Bah
t 1,
624.
39
milli
on, r
espe
ctiv
ely.
77
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Lo
an c
ond
itio
n
B
alan
ces
C
red
it li
ne
Inte
rest
pay
men
t
(Mill
ion
Bah
t)
(M
illio
n B
aht)
C
red
it p
erio
d
Pri
ncip
al r
epay
men
t Te
rm
Int
eres
t ra
te p
er
2008
2007
annu
m (%
)
Eas
tern
Sea
boar
d In
dust
rial E
stat
e (R
ayon
g) C
ompa
ny L
imite
d
A.
Loan
from
loca
l com
mer
cial
ban
ks c
onsi
sted
of:
A.1
30
0 D
ecem
ber
2003
R
epay
men
t on
the
date
of m
ortg
age
rele
ased
, E
nd o
f mon
th
Year
1-3
: MLR
-2.0
0,
151.
06
151.
06
- D
ecem
ber
2008
no
t les
s th
an B
aht 0
.28
milli
on p
er r
ai.
Ye
ar 4
-5: M
LR-1
.00
A.2
12
1 M
arch
200
5 -
60 m
onth
s in
stal
lmen
ts, B
aht 2
.02
milli
on e
ach,
E
nd o
f mon
th
Year
1-3
: -
45.9
8
Mar
ch 2
011
com
men
cing
from
the
13th
mon
th a
fter
the
first
12
mon
th fi
xed
dr
awdo
wn,
and
the
rem
aini
ng w
ill be
repa
id in
the
last
de
posi
t +2.
75,
pe
riod.
In c
ase
of m
ortg
age
of la
nd a
nd b
uild
ings
is
Ye
ar 4
onw
ards
:
re
leas
ed, m
inim
um B
aht 6
,000
per
squ
are
met
er w
ill be
12
mon
th fi
xed
re
paid
.
de
posi
t +3.
75
A.3
50
Ju
ly 2
005
-
60 m
onth
s in
stal
lmen
ts, B
aht 0
.84
milli
on e
ach,
E
nd o
f mon
th
Year
1-2
: MLR
-1.7
5,
20.7
2 30
.74
July
201
1 co
mm
enci
ng fr
om th
e 13
th m
onth
afte
r th
e fir
st
Ye
ar 3
-4: M
LR-1
.25,
dr
awdo
wn,
and
the
rem
aini
ng w
ill be
repa
id in
the
Ye
ar 5
-6: M
LR-1
.00
la
st p
erio
d.
A.4
20
0 A
ugus
t 200
6 -
R
epay
men
t on
the
date
of m
ortg
age
rele
ased
, not
less
E
nd o
f mon
th
Year
1-2
: MLR
-1.0
0,
- 15
3.67
Aug
ust 2
011
than
50%
of l
and
sellin
g pr
ice,
but
not
less
than
Bah
t
Year
3-5
: MLR
-0.5
0
1.
25 m
illion
per
rai
.
A.5
86
A
ugus
t 200
6 -
Rep
aym
ent o
n th
e da
te o
f mor
tgag
e re
leas
ed, n
ot le
ss
End
of m
onth
Ye
ar 1
-2: M
LR-1
.00,
-
66.9
2
Aug
ust 2
011
than
50%
of l
and
sellin
g pr
ice,
but
not
less
than
Bah
t
Year
3-5
: MLR
-0.5
0
1.
1 m
illion
per
rai
A.6
63
A
pril
2006
-
60 m
onth
s in
stal
lmen
ts, B
aht 1
.05
milli
on e
ach,
E
nd o
f mon
th
Year
1-2
: MLR
-1.5
0,
- 48
.64
Apr
il 20
12
com
men
cing
from
the
13th
mon
th a
fter
the
first
Year
3-4
: MLR
-1.0
0,
dr
awdo
wn,
and
the
rem
aini
ng w
ill be
repa
id in
the
last
Year
5-6
: MLR
-0.7
5
pe
riod.
In c
ase
of m
ortg
age
rele
ased
, lan
d no
t les
s th
an
B
aht 0
.25
milli
on p
er r
ai, c
onst
ruct
ion
not l
ess
than
Bah
t
6,
000
per
squa
re m
eter
.
A.7
12
0 Ju
ne 2
006
- Q
uart
erly
inst
allm
ents
, Bah
t 7.5
milli
on e
ach,
E
nd o
f mon
th
Year
1-2
: MLR
-1.0
0,
- 59
.81
June
201
1 co
mm
enci
ng fr
om g
race
per
iod.
In c
ase
of m
ortg
age
Ye
ar 3
-5: M
LR-0
.50
re
leas
ed, n
ot le
ss th
an 5
0% o
f lan
d se
lling
pric
e, b
ut n
ot
le
ss th
an B
aht 0
.24
milli
on p
er r
ai.
78
Hemaraj Land And Development Public Company Limited
Annual Report2008
A.8
80
D
ecem
ber
2006
-
Qua
rter
ly in
stal
lmen
ts, B
aht 5
milli
on e
ach,
com
men
cing
E
nd o
f mon
th
Year
1: M
LR-1
.00,
35
.73
55.7
3
Dec
embe
r 20
11
from
the
15th
mon
th a
fter
the
first
dra
wdo
wn.
Year
2: M
LR-0
.75,
Ye
ar 3
: MLR
-0.5
0,
Ye
ar 4
-5: M
LR
A.9
25
5 Ju
ly 2
007
– 48
mon
ths
inst
allm
ents
, Bah
t 5.3
2 m
illion
eac
h,
End
of m
onth
Ye
ar 1
-2: M
LR-1
.00,
62
.68
136.
51
July
201
2 co
mm
enci
ng fr
om th
e m
onth
of g
race
per
iod.
In c
ase
Ye
ar 3
-5: M
LR-0
.50
of
mor
tgag
e re
leas
ed, l
and
not l
ess
than
Bah
t 1 m
illion
pe
r ra
i, co
nstr
uctio
n no
t les
s th
an B
aht 6
,000
per
sq
uare
met
er.
A.1
0 17
5 S
epte
mbe
r 20
08
25 q
uart
erly
inst
allm
ents
, Bah
t 7.0
milli
on e
ach,
E
nd o
f mon
th
MLR
-1.5
0
125.
00
-
– S
epte
mbe
r 201
5 co
mm
enci
ng fr
om th
e 13
th m
onth
afte
r th
e fir
st
dr
awdo
wn
and
the
rem
aini
ng w
ill be
repa
id in
the
last
pe
riod.
In c
ase
of m
ortg
age
rele
ased
, lan
d no
t les
s th
an
7
0% o
f sel
ling
pric
e an
d no
t les
s th
an B
aht 1
.0 m
illion
pe
r ra
i, co
nstr
uctio
n no
t les
s th
an B
aht 8
,000
per
sq
uare
met
er.
B.
Loan
s fro
m o
ther
per
sons
con
sist
ed o
f:
B.1
63
M
arch
200
8 -
Qua
rter
ly in
stal
lmen
ts, B
aht 3
milli
on e
ach,
E
nd o
f mon
th
MLR
-0.8
75 o
f 57
.00
-
Mar
ch 2
011
co
mm
enci
ng fr
om S
epte
mbe
r 20
08.
K
asik
ornb
ank
Plc
.
B.2
30
N
ovem
ber
2008
-
One
tim
e pa
ymen
t at t
he m
atur
ity d
ate
of th
e E
nd o
f mon
th
5.50
30
.00
-
May
200
9 pr
omis
sory
not
e.
Nov
embe
r 20
07 -
O
ne ti
me
paym
ent a
t the
mat
urity
dat
e of
the
End
of m
onth
M
LR-0
.75
of
- 30
.00
May
200
8 pr
omis
sory
not
e.
K
asik
ornb
ank
Plc
.
B.3
14
N
ovem
ber
2007
-
One
tim
e pa
ymen
t at t
he m
atur
ity d
ate
E
nd o
f mon
th
MLR
-0.7
5 of
-
14.0
0
May
200
8 of
the
prom
isso
ry n
ote.
Kas
ikor
nban
k P
lc.
B.4
6
Nov
embe
r 20
07 -
May
200
8 O
ne ti
me
paym
ent a
t the
mat
urity
dat
e
End
of m
onth
M
LR-0
.75
of
- 6.
00
of
the
prom
isso
ry n
ote.
Kas
ikor
nban
k P
lc.
Tota
l 1,
563
48
2.19
79
9.06
Lo
an c
ond
itio
n
B
alan
ces
C
red
it li
ne
Inte
rest
pay
men
t
(Mill
ion
Bah
t)
(M
illio
n B
aht)
C
red
it p
erio
d
Pri
ncip
al r
epay
men
t Te
rm
Int
eres
t ra
te p
er
2008
2007
annu
m (%
)
79
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Lo
an c
ond
itio
n
B
alan
ces
C
red
it li
ne
Inte
rest
pay
men
t
(Mill
ion
Bah
t)
(M
illio
n B
aht)
C
red
it p
erio
d
Pri
ncip
al r
epay
men
t Te
rm
Int
eres
t ra
te p
er
2008
2007
annu
m (%
)
Hem
araj
Eas
tern
Sea
boar
d In
dust
rial E
stat
e C
ompa
ny L
imite
d
A.
Loan
from
loca
l com
mer
cial
ban
k co
nsis
ted
of:
A.1
80
0 D
ecem
ber
2005
-
Rep
aym
ent o
n th
e la
nd ti
tle d
eed
tran
sfer
dat
e, n
ot le
ss
End
of m
onth
M
LR-1
.00
31
3.44
68
0.54
Dec
embe
r 20
10
than
50%
of s
ale
cont
ract
pric
e, b
ut n
ot le
ss th
an B
aht
1
milli
on p
er r
ai. T
he d
ebt m
ust b
e fu
lly re
paid
with
in
5
year
s si
nce
the
first
dra
wdo
wn.
A.2
24
5 Ju
ne 2
007
– R
epay
men
t on
the
land
title
dee
d tr
ansf
er d
ate,
not
less
E
nd o
f mon
th
MLR
-1.0
0 23
7.76
23
7.76
June
201
2
th
an 5
0% o
f sal
e co
ntra
ct p
rice,
but
not
less
than
Bah
t
1
milli
on p
er r
ai o
r 2
year
s gr
ace
perio
d, 1
2 qu
arte
rly
in
stal
lmen
ts, B
aht 2
0.42
milli
on e
ach,
com
men
cing
from
y
ear
3. T
he d
ebt m
ust b
e fu
lly re
paid
with
in 5
yea
rs
si
nce
the
cont
ract
dat
e.
B.
Loan
s fro
m o
ther
com
pany
con
sist
ed o
f:
B.1
80
0 N
ovem
ber
2004
-
Rep
aym
ent o
n th
e la
nd ti
tle d
eed
tran
sfer
dat
e at
Bah
t E
nd o
f mon
th
Ave
rage
MLR
+1.
00 o
f 27
9.53
42
5.58
Nov
embe
r 20
11
0.
20 m
illion
per
rai
or
10 in
stal
lmen
ts e
very
6 m
onth
s,
K
asik
ornb
ank
Plc
.,
B
aht 8
0 m
illion
eac
h, c
omm
enci
ng fr
om M
ay 2
007.
Ban
gkok
Ban
k P
lc.
an
d K
rung
thai
Ban
k P
lc.
Tota
l 1,
845
83
0.73
1,
343.
88
80
Hemaraj Land And Development Public Company Limited
Annual Report2008
Lo
an c
ond
itio
n
B
alan
ces
C
red
it li
ne
Inte
rest
pay
men
t
(Mill
ion
Bah
t)
(M
illio
n B
aht)
C
red
it p
erio
d
Pri
ncip
al r
epay
men
t Te
rm
Int
eres
t ra
te p
er
2008
2007
annu
m (%
)
Eas
tern
Indu
stria
l Est
ate
Com
pany
Lim
ited
A.
Loan
from
loca
l com
mer
cial
ban
k co
nsis
ted
of:
A.1
35
4 D
ecem
ber
2006
–
Rep
aym
ent w
hen
mor
tgag
e ar
e re
leas
ed a
t 50
% o
f E
nd o
f mon
th
Year
1-2
: MLR
-1.0
0,
- 17
2.35
Dec
embe
r 20
10
land
con
trac
t val
ue b
ut n
ot le
ss th
an B
aht 5
,000
per
Year
3 o
nwar
ds:
sq
uare
wah
. The
deb
t mus
t be
fully
repa
id w
ithin
4 y
ears
MLR
–0.5
0
si
nce
the
cont
ract
sig
ned
date
.
Tota
l 35
4
- 17
2.35
Hem
araj
Wat
er C
ompa
ny L
imite
d
A.
Loan
from
loca
l com
mer
cial
ban
k co
nsis
ted
of:
A.1
80
D
ecem
ber
2006
–
60 m
onth
s in
stal
lmen
ts, B
aht 1
.34
milli
on e
ach,
E
nd o
f mon
th
Year
1-2
: MLR
-0.5
0,
56.1
0 70
.85
Dec
embe
r 20
12
com
men
cing
from
the
13th
mon
th a
fter
the
cont
ract
Year
3 o
nwar
ds:
si
gned
dat
e, a
nd th
e re
mai
ning
will
be re
paid
in th
e la
st
M
LR–0
.25
pe
riod.
Tota
l 80
56.1
0 70
.85
Gra
nd to
tal
6,59
2
2,31
9.02
4,
010.
53
Less
C
urre
nt p
ortio
n of
oth
er lo
ng-t
erm
loan
s
(3
38.8
4)
(1,9
50.3
1)
Cur
rent
por
tion
of lo
ng -
term
loan
s by
sch
edul
ed tr
ansf
er *
(127
.25)
(4
75.6
5)
Oth
er lo
ng-t
erm
loan
s, n
et
1,
852.
93
1,58
4.57
Suc
h ot
her
long
-ter
m lo
ans
are
guar
ante
ed b
y th
e m
ortg
age
of m
ost o
f lan
d in
the
real
est
ate
deve
lopm
ent p
roje
cts
and
ass
ets
for r
ent o
f the
Com
pany
and
its
subs
idia
ries.
*
Cur
rent
por
tion
of lo
ng -
ter
m lo
ans
by s
ched
uled
tra
nsfe
r is
est
imat
ed f
rom
the
loan
s pa
ymen
ts t
o th
e fin
anci
al in
stitu
tions
for
the
land
titl
e de
ed t
o be
tra
nsfe
rred
in
acco
rdan
ce w
ith th
e lo
ans
cont
ract
s.
81
Hemaraj Land And Development Public Company Limited
Annual Report 2008
19. SHARE CAPITAL The Extraordinary General Meeting of Shareholders of Hemaraj Land and Development Public Company Limited No.
1/2007 on September 11, 2007 had resolved the decrease of the registered capital by reducing the registered capital
from Baht 15,000,000,000 and paid-up capital Baht 9,189,289,495 to registered capital Baht 6,000,000,000 and
paid-up capital Baht 3,675,715,798 by reducing the existing par value from Baht 1.00 to Baht 0.40 per share.
On September 27, 2007, the Company registered to increase the paid-up capital to be in total Baht 9,313,775,096
after the warrants exercise which was more than earlier approved by the Extraordinary General Meeting of Shareholders
No. 1/2007 and after reduction of registered capital, the paid-up capital was Baht 3,725,510,038.40.
The Company had registered the decrease of its share capital with the Ministry of Commerce on November 23,
2007
20. PREMIUM (DISCOUNT) ON COMMON STOCKS, NET On April 27, 2007, the Federation of Accounting Professions had issued the Announcement No. 8/2007 regarding the
accounting record to compensate the deficit of the public company limited to comply with the accounting standard
conceptual framework that defines the conservatism principles, the concepts of capital and capital maintenance
for the purpose to maintain the capital in full value and to fairly present the financial statements. On September 11,
2007, the resolutions of the Extraordinary General Meeting of Shareholders No. 1/2007 to process the decrease
of the registered share capital and paid up share capital by reducing the existing par value from Baht 1.00 to Baht
0.40 per share. The purpose of the reduction is to use the premium in excess of par value to eliminate the current
and future discount on common stock, which had no effect on the Company’s number of shares and book value
per share. The Company had recorded the decrease of the capital and shares discount in the amount of Baht
5,588.27 million.
The Company had registered the decrease of its share capital with the Ministry of Commerce on November 23,
2007
21. WARRANTS According to the resolutions of the Annual General Meeting of Shareholders dated April 30, 1999, the Company
issued 141,531,150 warrants to the existing shareholders and specific investors, at the unit price of Baht 0.1. Total
cash received from offer of warrants was in the approximate amount of Baht 14.15 million. The Company registered
its warrants with the Stock Exchange of Thailand (“SET”) as listed securities and the warrants were approved by
the SET to be listed securities from December 15, 1999 onwards.
The Extraordinary Ordinary Meeting of Shareholders No. 1/2001 of the Company held on December 28, 2001
approved the extension of exercised period to 10 years from the issuing date, which will be ended within September
30, 2009 and for the adjustment of exercised price to Baht 3 per share.
Subsequently, the Board of Directors’ Meeting No. 1/2002 held on February 20, 2002 approved the adjustment
to the numbers of the existing warrants with the additional ratio of 2.33333 units per each 1 existing warrant, in
accordance with the announcement of the Office of the Securities and Exchange Commission regarding guidelines on
the adjustment to the exercise price/exercise ratio of warrants. The warrants after the adjustment were 471,686,471
units with the exercise ratio of 1 ordinary share per each warrant and exercise price of Baht 3 per share.
The Board of Directors’ Meeting No. 7/2003 held on September 15, 2003 had passed the resolution in accordance
with the provision for the adjustments of warrant exercise ratio as stipulated by the Prospectus that would be
changed from 1:1 to be one warrant exercisable to 1.05918 ordinary shares. The Company did not adjust the
exercise price, however the Company brought forward the adjustment to be included in following adjustments of
rights. The above adjustments would take immediate effect on the first date of the ordinary shares offering.
82
Hemaraj Land And Development Public Company Limited
Annual Report2008
Accordingly, the Extra-Ordinary Meeting of Shareholders held on October 16, 2003 had passed the resolution
of the adjustments of the Company’s par value, resulting in the exercise ratio changing from 1 : 1.05918 to be
one warrant exercisable to 10.5918 ordinary shares at the exercise price of Baht 0.283 per share. According to
the SEC’s Notification regarding guideline relating to adjustments of the exercise price/ratio of warrants, it allows
the Company to adjust the number of warrants rather than to adjust the exercise ratio. Therefore, the Company
chose to adjust the number of warrants which resulting that the number of warrants increased from 427,084,638
to 4,527,831,794. Consequently, the warrants had the same exercise ratio at one warrant exercisable to purchase
one ordinary share at Baht 0.283 per share.
As at December 31, 2008 and 2007 there were outstanding 327,547,899 and 355,178,432 units of unexercised
warrants, respectively.
22. STATUTORY RESERVE AND DIVIDEND Statutory Reserve of the Company
Under the Public Limited Company Act B.E. 2535, the Company is required to set aside as a statutory reserve at
least 5% of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10%
of the registered share capital. The statutory reserve is not available for dividend distributions.
As at December 31, 2008 and 2007, the Company had allocated profit amount of Baht 41.17 million and Baht
35.95 million, respectively as a statutory reserve.
Statutory Reserve of the Subsidiaries
Under the Civil and Commercial Code, the subsidiaries are required to set aside as a statutory reserve at least 5%
of its net profit every dividend declaration until the reserve reaches 10% of the registered share capital. The statutory
reserve is not available for dividend distributions.
As at December 31, 2008, the subsidiaries had allocated profit amount of Baht 3.96 million as a statutory
reserve.
Dividend
Dividend paid Dividend
Dividend Approved by (Million Baht) per share Payment date
2008
Dividend from the profit of year 2007 The 2008 Annual General 375.03 0.040 May 15, 2008
Meeting of Shareholders
on April 29, 2008
Interim dividend for year 2008 The Board of Directors’ Meeting 328.35 0.035 December
on November 13, 2008 12,2008
Total dividend paid during year 2008 703.38 0.075
2007
Dividend for the profit of year 2006 The 2007 Annual General Meeting 366.53 0.040 May 15, 2007
of Shareholders on April 27, 2007
Interim dividend for year 2007 The Board of Directors’ Meeting 280.61 0.030 January 23, 2008
on December 24, 2007
Total dividend paid during year 2007 647.14 0.070
23. INCOME FROM INCREASE OF SALABLE AREA In 2008, the Company has recorded income from the increase of the change from utility area to salable area
approved by Industrial Estate Authority of Thailand, in amount of Baht 76.67 million. The effect of this change has
been presented in the statements of income.
83
Hemaraj Land And Development Public Company Limited
Annual Report 2008
MILLION BAHT
2008 2007
Hemaraj Land and Development Public Company Limited 16.92 16.67
Eastern Seaboard Industrial Estate (Rayong) Company Limited 12.39 8.75
Total 29.31 25.42
25. PROVIDENT FUND The Company and its 5 subsidiaries which are Eastern Industrial Estate Company Limited, Eastern Seaboard Industrial
Estate (Rayong) Company Limited, Eastern Pipeline Services Company Limited, H - Construction Management
and Engineering Company Limited and H - Phoenix Property Company Limited, jointly established the provident
fund under the Provident Fund Act B.E. 2530, named “Hemaraj Provident Fund”, to provide membership for their
employees. According to regulations of the fund, member and the Company contributes 4% - 10% of employees’
monthly salaries, depending on the working period. Members are entitled to their whole contributions plus net
benefit thereon, and the Company’s contributions plus benefits thereon at the rates, depending on their working
period. The provident fund is managed by Tisco Asset Management Company Limited. During 2008 and 2007,
the Company and the above subsidiaries had contributed to provident fund in the total amount of Baht 8.41 million
and 7.39 million (Separate financial statements: Baht 3.85 million and Baht 3.36 million), respectively.
26. EXPENSE BY NATURE The major expenses by nature for the years ended December 31, were as follows:
MILLION BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
Changes in cost of real estate developments 79.67 109.83 (184.60) 137.54
Investment in cost of real estate developments 2,089.69 2,255.75 461.19 1,003.12
Capitalized finance costs 114.03 171.35 6.95 58.10
Investment in cost of real estate developments
and capitalized (262.11) (150.83) (25.67) -
Employee related expenses 245.95 226.20 111.80 87.67
Depreciation and amortization 155.80 118.07 23.68 18.12
Transfer fee and specific business tax 9.54 193.24 0.90 99.86
Share option cancellation expenses 40.00 - 40.00 -
Written-off deposit for land purchase 32.83 - 32.83 -
Loss from sales of investments in other companies 31.84 8.74 16.84 13.42
Provision for loss on diminution in value of
real estate development cost 11.20 - 11.20 -
Loss (gain) from exchange rate 0.06 0.01 27.27 (52.69)
24. DIRECTORS’ REMUNERATION For the years ended December 31, directors’ remuneration consisting of meeting fee and annual compensation of
director and sub-committee were as follows:
84
Hemaraj Land And Development Public Company Limited
Annual Report2008
MILLION BAHT
CONSOLIDATED SEPARATE
FINANCIAL STATEMENTS FINANCIAL STATEMENTS
2008 2007 2008 2007
Corporate income tax in compliance with the
accounting purposes 98.14 282.40 - 168.97
Corporate income tax in compliance with the
Revenue Code 279.12 119.45 153.86 12.93
27. CORPORATE INCOME TAX The Company recorded corporate income tax according to the accounting purposes on the basis of a percentage
of completion basis for recognition of real estate sales and compute the corporate income tax in compliance with
the Revenue Code on the basis of installments due. Corporate income tax as presented in the statements of income
is, therefore, complied with matching concept.
Corporate income tax amount on each basis for the years ended December 31, were as follows:
28. EARNINGS PER SHARE COMPUTATION Earnings per share computation in the consolidated and the separate financial statements for the years ended
December 31, consisted of:
CONSOLIDATED FINANCIAL STATEMENTS
Weighted average
Net profit number of ordinary shares Earnings per share
2008 2007 2008 2007 2008 2007
Thousand Baht Thousand Baht Thousand Shares Thousand Shares Baht Baht
Basic earnings per share
Net profit 1,342,024 1,163,640 9,373,467 9,180,778 0.14 0.13
The effect of potential ordinary shares from
warrants
Number of shares that would have been
issued without consideration on the
average fair value of ordinary shares in
excess of the exercise price 242,169 265,982
Diluted earnings per share
Net profit attributable to ordinary
shareholders in case of all warrants
being exercised 1,342,024 1,163,640 9,615,636 9,446,760 0.14 0.12
85
Hemaraj Land And Development Public Company Limited
Annual Report 2008
SEPARATE FINANCIAL STATEMENTS
Weighted average
Net profit number of ordinary shares Earnings per share
2008 2007 2008 2007 2008 2007
Thousand Baht Thousand Baht Thousand Shares Thousand Shares Baht Baht
Basic earnings per share
Net profit 823,440 718,913 9,373,467 9,180,778 0.09 0.08
The effect of potential ordinary shares
from warrants
Number of shares that would have been
issued without consideration on the
average fair value of ordinary shares in
excess of the exercise price
Diluted earnings per share 242,169 265,982
Net profit attributable to ordinary
shareholders in case of all warrants
being exercised 823,440 718,913 9,615,636 9,446,760 0.09 0.08
86
Hemaraj Land And Development Public Company Limited
Annual Report2008
29. B
US
INE
SS
SE
GM
EN
T IN
FOR
MAT
ION
A
s of
Dec
embe
r 31
, bus
ines
s se
gmen
t inf
orm
atio
n in
the
cons
olid
ated
bal
ance
she
ets
clas
sifie
d by
dom
estic
and
ove
rsea
s bu
sine
ss w
as a
s fo
llow
s:
Cos
t of r
eal e
stat
e de
velo
pmen
ts, n
et
5,93
0.41
-
- 5,
930.
41
6,01
0.08
-
- 6,
010.
08
Leas
ehol
d la
nd a
nd la
nd h
eld
for
co
mm
erci
al p
urpo
ses,
net
31
4.94
-
- 31
4.94
32
6.14
-
- 32
6.14
Ass
ets
for
rent
, net
1,
919.
03
122.
36
- 2,
041.
39
1,87
9.19
96
.12
- 1,
975.
31
Pro
pert
y, p
lant
and
equ
ipm
ent,
net
272.
34
111.
22
- 38
3.56
26
1.24
98
.74
- 35
9.98
Oth
er a
sset
s 4,
862.
03
173.
60
6.41
5,
042.
04
5,17
2.62
51
.95
0.50
5,
225.
07
Tota
l Ass
ets
13,2
98.7
5 40
7.18
6.
41
13,7
12.3
4 13
,649
.27
246.
81
0.50
13
,896
.58
MIL
LIO
N B
AH
T
2008
2007
Do
mes
tic
O
vers
eas
Do
mes
tic
O
vers
eas
R
eal E
stat
e
Oth
ers
Ho
ldin
g C
om
pan
y
Tota
l
Rea
l Est
ate
O
ther
s H
old
ing
Co
mp
any
Tota
l
87
Hemaraj Land And Development Public Company Limited
Annual Report 2008
The
oper
atio
n in
form
atio
n of
the
cons
olid
ated
sta
tem
ents
of i
ncom
e, fo
r th
e ye
ars
ende
d D
ecem
ber
31, c
lass
ified
by
dom
estic
and
ove
rsea
s bu
sine
ss w
ere
as fo
llow
s:
MIL
LIO
N B
AH
T
2008
2007
Do
mes
tic
O
vers
eas
Do
mes
tic
O
vers
eas
R
eal E
stat
e
Oth
ers
Ho
ldin
g C
om
pan
y
Tota
l
Rea
l Est
ate
O
ther
s H
old
ing
Co
mp
any
Tota
l
Sal
es o
f lan
d
2,84
7.74
-
-
2,
847.
74
2,15
7.68
-
- 2,
157.
68
Sal
es o
f pre
-fab
ricat
ed fa
ctor
ies
2
35.5
4
-
-
235.
54
122.
06
- -
122.
06
Sal
es o
f con
dom
iniu
ms
1
46.2
9
-
-
146.
29
1,82
1.18
-
- 1,
821.
18
Ser
vice
inco
me
9
82.5
3
279.
83
-
1,26
2.36
92
2.37
12
9.01
-
1,05
1.38
Inco
me
from
incr
ease
of s
alab
le a
rea
76.6
7
-
-
76.6
7
- -
- -
Tota
l Sal
es a
nd S
ervi
ces
inco
me
4,
288.
77
279.
83
-
4,56
8.60
5,
023.
29
129.
01
- 5,
152.
30
Pro
fit (l
oss)
from
ope
ratio
ns
1,
205.
20
171.
68
(8.2
2)
1,36
8.66
1,
539.
96
27.9
6 (1
5.16
) 1,
552.
76
Oth
er in
com
e
165
.12
0
.56
-
16
5.68
60
.12
0.37
0.
19
60.6
8
Loss
on
sale
s of
inve
stm
ent
(
16.8
4)
(15.
00)
-
(31.
84)
(8.7
4)
- -
(8.7
4)
Adj
ustm
ent o
f acc
rual
for
tran
sfer
fee
an
d sp
ecifi
c bu
sine
ss ta
x
248
.23
-
-
24
8.23
-
- -
-
Loss
on
exch
ange
rat
e
(0
.06)
-
-
(0
.06)
-
- -
-
Sha
re o
ptio
n ca
ncel
latio
n ex
pens
es
(40.
00)
-
-
(40.
00)
- -
- -
Pro
visi
on fo
r lo
ss o
n di
min
utio
n in
val
ue
of
leas
ehol
d la
nd a
nd la
nd h
eld
for
co
mm
erci
al p
urpo
ses
(
11.2
0)
-
-
(11.
20)
- -
- -
Rev
ersa
l of i
mpa
irmen
t los
s on
ass
ets
- -
- -
25.1
8 -
- 25
.18
Sha
re o
f pro
fit (l
oss)
from
inve
stm
ents
for
us
ing
the
equi
ty m
etho
d -
asso
ciat
es
28.5
9
-
-
28.5
9
(0.5
8)
- -
(0.5
8)
Dire
ctor
rem
uner
atio
n
(29
.31)
-
-
(2
9.31
) (2
5.43
) -
- (2
5.43
)
Fina
nce
cost
s
(132
.71)
(4
.24)
-
(1
36.9
5)
(69.
41)
(2.3
4)
- (7
1.75
)
Inco
me
tax
expe
nses
(82
.62)
(1
5.52
) -
(9
8.14
) (2
82.4
0)
- -
(282
.40)
Pro
fit (l
oss)
afte
r ta
x
1,33
4.40
13
7.48
(8
.22)
1,
463.
66
1,23
8.70
25
.99
(14.
97)
1,24
9.72
Net
pro
fit o
f min
ority
inte
rest
(121
.64)
(86.
08)
Net
pro
fit
1,
342.
02
1,
163.
64
88
Hemaraj Land And Development Public Company Limited
Annual Report2008
30. PLEDGED ASSETS As of December 31, 2008, pledged assets were as follows:
Hemaraj Land and Development Public Company Limited
1. Time deposit of Baht 2,059.90 million has been pledged as collateral against shareholders’ agreement of the
Company with financial institution for the project of GHECO - One Company Limited.
2. The partial land and attachments have been mortgaged as collateral for loans from local commercial banks
and financial institutions and is in the process of withdrawing the pledged assets.
3. The ordinary shares of Hemaraj Eastern Seaboard Industrial Estate Company Limited, a subsidiary, have been
pledged with lenders secured for loans obtained by that subsidiary.
4. 11.34 million ordinary shares of GHECO - One Company Limited have been pledged with the lender secured
for loan obtained by that company.
5. 14.25 million ordinary shares of Glow IPP Company Limited have been pledged with the lender secured for
loan obtained by that company.
6. The Company had mortgaged their condominium office units as collateral for the Company’s loan from a local
commercial bank.
Eastern Industrial Estate Company Limited
The Company’s partial land has been mortgaged as collateral for long-term loans from a local commercial bank.
Eastern Seaboard Industrial Estate (Rayong) Company Limited
1. Time deposit of Baht 0.05 million has been pledged as security for public utility services.
2. The majority of the Company’s land has been mortgaged as collateral for overdrafts and loans from one
commercial bank.
3. Partial land, micro pre-fabricated factories of the company have been mortgaged as collateral for loans from
related persons.
Hemaraj Eastern Seaboard Industrial Estate Company Limited
1. The Company’s partial land has been mortgaged as collateral for long-term loans from a local commercial
bank.
2. The Company’s partial land title deeds have been pledged with lenders for loan security.
H - Phoenix Property Company Limited
The Company had mortgaged their condominium office units as collateral for the Parent company’s loan from a
local commercial bank.
31. COMMITMENTS UNDER AGREEMENTS As of December 31, 2008, commitments under agreements were as follows:
The Company and its subsidiaries have participated in the establishment industrial estate with the Industrial Estate
Authority of Thailand (“IEAT”) as the joint operation agreements as follows:
1) Hemaraj Chonburi Industrial Estate in Phase 1 and Phase 2 according to the joint operation agreements dated
July 5 and December 29, 1989 respectively. On October 31, 2001, the Company entered into the amendment
to such joint operation agreements with IEAT. On March 29, 2005, the Company combined such agreement
into one joint operation agreement.
2) Hemaraj Eastern Industrial Estate (Map Ta Phut) according to the joint operation agreement dated December 27,
1989. On October 31, 2001, the subsidiary entered into the amendment to such joint operation agreements with
IEAT. On March 29, 2005, the Subsidiary combined such agreement into one joint operation agreement.
89
Hemaraj Land And Development Public Company Limited
Annual Report 2008
3) Eastern Seaboard Industrial Estate (Rayong) according to the joint operation agreement No. 1/2539 and
1/2540.
4) Hemraj Eastern Seaboard Industrial Estate according to the joint operation agreement No. 1/2542 (TS 21).
The major conditions are summarized as follows:
1) The Company shall provide utilities systems and facilities to the entrepreneurs in the industrial estate with
payment of expenses on its participation in the procedures to the IEAT.
2) The Company shall not transfer assets, component part and equipment as well as utilities systems and
facilities to the IEAT.
3) The Company shall provide a fund for the maintenance and construction of utilities systems and facilities
in the industrial estate (“Sinking Fund”).
Hemaraj Land and Development Public Company Limited
1. The Company acquired 5% investment in the amount of Baht 142.5 million in Glow IPP Company Limited and
has to maintain the 5% investment ratio to comply with the conditions with Electricity Generating Authority of
Thailand.
2. The Company has commitment under construction and infrastructure contracts for the Company’s condominium
project, with the remaining commitment balance amounting to Baht 5.20 million.
3. The Company has commitment from entering a repurchase and resale contract in a project according to the
land transferred for debt settlement with a financial institution in amount of Baht 257.00 million. The Company
has already paid Baht 148.50 million deposits.
4. The Company has commitment from entering a purchase and sale contract in a project in amount of Baht
328.30 million. The Company has already paid Baht 32.83 million deposits. In 2008, the Company had written-
off the deposit for land purchase in the amount of Baht 32.83 million because of the expiration of such land
purchase and sale contract.
5. In 2007, the Company has entered the partnership agreement to purchase golf member to support the
marketing activities of the company with the remaining commitment balance amounting to Baht 38.23 million.
Such memberships have to be transferred within 3 years from the contract date.
6. The Company acquired 35% investment in the amount of Baht 114 million in GHECO-One Company Limited.
The Company has commitment to pay for capital increase and grant loan to that company in proportion to the
shareholders’ participation. GHECO-One Company Limited entered into a power sale and purchase agreement
(PPA) with EGAT on September 10, 2008 where GHECO-One shall supply all its electricity production to
EGAT for 25 years from the Commercial Operation Date (COD) under the IPP Program. In addition, GHECO-
One Company Limited had pledged the bid bond of USD 10 million to guarantee the bidding with Electricity
Generating Authority of Thailand. The electricity generating plant is in the process of construction.
The total project cost of GHECO-One Company Limited is estimated at Baht 38,991 million or USD 1,170
million which require investment from shareholders in the amount of approximately Baht 13,500 million. The
Company has commitment to invest in proportion to the shareholders’ participation 35% being Baht 4,750
million. GHECO-One Company Limited is funded by local and international financial institutions of approximately
of USD 460 million and Baht 9,960 million with the condition that the Company shall provided deposit or bank
letter of credit in the amount of Baht 2,259.90 million to guarantee the joint venture agreement of the Company
and the Company shall pledge the ordinary shares of GHECO-One Company Limited with the lender secured
for this project loan.
Eastern Seaboard Industrial Estate (Rayong) Company Limited
The Company has obligations, under a joint-investment agreement with Hemaraj Land and Development Public
Company Limited and another company, that the company has to pay commission on sales of land and management
90
Hemaraj Land And Development Public Company Limited
Annual Report2008
fee to Hemaraj Land and Development Public Company Limited based on revenues from sales of land, public utility
service providing and lease of factories.
Hemaraj Eastern Seaboard Industrial Estate Company Limited
The Company has commitment under construction contracts to construct pre-fabricated factories and utilities
system, with the remaining commitment balance amounting to Baht 171.85 million.
Eastern Pipeline Services Company Limited
The Company has commitment under construction contracts to construct utilities system, with the remaining
commitment balance amounting to Baht 5.64 million.
Hemaraj Clean Water Company Limited
The Company has commitment under construction contracts to construct utilities system, with the remaining
commitment balance amounting to Baht 5.78 million.
32. COMMITMENTS AND CONTINGENT LIABILITIES As of December 31, 2008, commitments and contingent liabilities consisted of:
1. The Company and its subsidiaries have entered into land sale and purchase contracts, which the contract
term requires the Company and its subsidiaries to contingently liable to repay deposits and installments in the
event that buyers are unable to obtain satisfactory approvals from the Board of Investment and/or the IEAT to
set up their operations.
2. The Company and its subsidiaries have obligation regarding guarantee of the loan agreement of the Company
and its subsidiaries in the total credit line of Baht 3,084 million. (Separate financial statements : Baht 2,134
million)
3. The Company and its subsidiaries have obligations regarding guarantee of the hire purchase agreements of
its related companies in the total credit line of Baht 9.05 million. (Separate financial statements : Baht 1.15
million)
4. The Company and its subsidiaries have obligations under condition of the letters of guarantee issued by the
banks for their performance under the joint operation agreements with the Industrial Estate Authority of Thailand,
their compliance with the agreement made with the Customs House in the free tax area, the construction of
utilities under land sale contract, the construction of utility and power substation, and their performance under
the raw water purchase agreement and others in the total amount of Baht 438.43 million. (Separate financial
statements : Baht 222.73 million).
33. THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS RESOLUTION ABOUT DEBENTURES
The Extraordinary General Meeting of Shareholders of Hemaraj Land and Development Public Company Limited
no 1/2550 on September 11, 2007 had resolved to issue and sale of debentures with the primary details as follows was
approved:
Primary Details
Type : Secured or unsecured debentures with/without trustee.
Denomination : Thai Baht and/or any other currencies.
Total value : Up to Baht 6,000,000,000 or in other currency equivalent to it.
Term : Up to 10 years from the date of issue.
91
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Offering : Public offering and/or private placement and/or offering to institutional investors
in one or several tranches from time to time pursuant to the relevant notifications
of the Securities and Exchange Commission.
Early redemption : The early redemption of debentures is an option for both the debenture holders
and the Company (as the issuer) this is subject to the terms and conditions of each
offering.
Other details and conditions relating to the issue and offer of debentures, such as type, number of debentures to
be offered in each tranche, term, offering method, face value, purpose and use of process, offering price, interest
rate, and interest payment shall be determined at the discretion of the Board of Directors.
34. PROMOTIONAL PRIVILEGES The Company and its 5 subsidiaries have been granted promotional certificates under the Investment Promotion
Act, B.E. 2520 as follows:
Hemaraj Land and Development Public Company Limited A. Industrial Estate Business A.1 December 29, 1988 1,500 Rai 7 years (*) 5 years (*) A.2 February 15, 1990 2,000 Rai 7 years (*) None A.3 July 25, 2001 1,282 Rai 7 years (**) NoneB. Industrial Factory Development Business B.1 June 21, 2000 11 Units 7 years None Eastern Industrial Estate Company Limited A. Industrial Estate Business A.1 May 8, 1989 626 Rai 5 years (*) 5 years (*) September 23, 1992 1,850 Rai 8 years (*) 5 years (*) (Extension) A.2 November 27, 2002 1,240 Rai 8 years 5 years Eastern Seaboard Industrial Estate (Rayong) Company Limited A. Industrial Estate Business A.1 June 21, 1995 2,063 Rai 8 years (*) 5 years (*) August 9, 1996 1,532 Rai 8 years (*) 5 years (*) (Extension) A.2 October 27, 1997 2,466 Rai 8 years 5 years July 31, 2000 325 Rai 8 years 5 years (Extension) A.3 July 25, 2001 716 Rai 7 years None A.4 December 8, 2004 1,020 Rai 8 years 5 years A.5 October 17, 2007 520 Rai 8 years 5 yearsB. Industrial Factory Development Business B.1 January 19, 2000 22 Units 8 years (*) 5 years B.2 June 21, 2000 13 Units 8 years 5 years B.3 November 29, 2000 12 Units 8 years 5 years B.4 January 16, 2002 51 Units 8 years 5 years B.5 March 27, 2002 22 Units 8 years 5 years B.6 September 7, 2006 6 Units 8 years 5 years B.7 March 23, 2007 7 Units 8 years 5 years
Area/units obtained Major Privileges
Date obtained for promotional Exemption from Reduction of 50% of
for promotional privilege privilege corporate income corporate income tax
tax (***) (****)
92
Hemaraj Land And Development Public Company Limited
Annual Report2008
Hemaraj Eastern Seaboard Industrial Estate Company Limited
A. Industrial Estate Business
A.1 May 22, 1997 1,407 Rai 8 years 5 years
A.2 May 22, 1997 1,375 Rai 8 years 5 years
A.3 May 22, 1997 1,485 Rai 8 years 5 years
A.4 September 26, 1996 1,332 Rai 8 years 5 years
A.5 January 11, 2008 1,500 Rai 8 years 5 years
B. Industrial Factory Development Business
B.1 August 14, 2007 13 Units 8 years 5 years
B.2 December 29, 2008 1 Unit 8 years 5 years
Hemaraj Water Company Limited
A. Utility and Other Services Business
A.1 October 25, 2005 12.27 million cubic meters 8 years 5 years
SME Factory Company Limited
A. Industrial Factory Development Business
A.1 May 21, 2007 3 Units 7 years None
* Major Privilege was expired.
** Major Privilege still not started because the Company has not earned the revenues yet.
*** Starting from the first revenue recognised date.
**** Starting from the exemption from corporate income tax is expired.
Area/units obtained Major Privileges
Date obtained for promotional Exemption from Reduction of 50% of
for promotional privilege privilege corporate income corporate income tax
tax (***) (****)
For the years ended December 31, domestic revenues were classified into the promoted and the non-promoted
businesses as follows:
Consolidated financial statements
Revenue from sales
Lands 2,836,588.83 1,613,954.57 11,146.21 543,726.96 2,847,735.04 2,157,681.53
Industrial factories 111,123.86 88,769.96 124,421.00 33,292.13 235,544.86 122,062.09
Condominiums - - 146,294.59 1,821,177.93 146,294.59 1,821,177.93
Service income 507,264.65 414,357.85 755,089.21 637,022.79 1,262,353.86 1,051,380.64
Total 3,454,977.34 2,117,082.38 1,036,951.01 3,035,219.81 4,491,928.35 5,152,302.19
Separate financial statements
Revenue from sales
Lands - - 9,779.26 148,966.12 9,779.26 148,966.12
Industrial factories - - - - - -
Condominiums - - 146,294.59 1,821,177.93 146,294.59 1,821,177.93
Service income - - 131,966.05 141,236.23 131,966.05 141,236.23
Total - - 288,039.90 2,111,380.28 288,039.90 2,111,380.28
THOUSAND BAHT
BOI NON-BOI TOTAL
2008 2007 2008 2007 2008 2007
93
Hemaraj Land And Development Public Company Limited
Annual Report 2008
35. FINANCIAL INSTRUMENTS Risk Management Policy
Exposure to interest rate and currency risk arises in normal course of the Hemaraj Group’s business. These are
subject to the risk of market rates changing subsequent to the transaction date.
The Hemaraj Group’s policy on interest rate risk and currency risk hedging is as follows:
A. Maintaining proportions of domestic and foreign borrowings;
B. Borrowing loans at fixed and floating interest rates;
C. Pledging assets as collateral against loans.
The Hemaraj Group has no policy to speculate on or engage in the trading of any off-balance-sheet derivative
financial statements.
Fair Value of Financial Instruments
Except as disclosed in Note 3 to the financial statements, fair value of significant financial instruments consists of:
A. Fair value of cash and cash equivalents, deposits for investment, account receivables, bank overdrafts and loans
from financial institutions, account payables and accrued expenses are approximately equal to the carrying
amount because of short maturity of these instruments.
B. Fair value of short-term investments in available-for-sale securities is equal to the market value.
C. Fair value of short-term loans and advances to related parties, loans to related parties, other loans, short-term
loans and advances from related parties, amount due to and loans from related parties could not be determined
since the repayment period is not specified.
36. SUBSEQUENT EVENTS The Board of Directors’ Meeting of Hemaraj Land and Development Public Company Limited No. 1/2009 held
on February 27, 2009 recommended payment of a final dividend of another Baht 0.035 per share , including the
interim payment of Baht 0.035 per share , the total dividend for 2008 is Baht 0.07 per share to be considered and
approved at the Annual General Meeting of Shareholders of the Company.
37. APPROVAL OF FINANCIAL STATEMENTS These financial statements have been approved by the Company’s Board of Directors on February 27, 2009.
94
Hemaraj Land And Development Public Company Limited
Annual Report2008
No. Major Shareholders No. of Shares % of Total Issued Share
1 Credit Agricole (Suisse) SA, Singapore Branch 872,406,389 9.30
2 Miss Phenpunnee Horrungruang 802,080,000 8.55
3 Nomura Singapore Limited - Customer Segregated Account 601,634,500 6.41
4 EFG Bank 586,500,000 6.25
5 Thai NVDR CO., LTD. 428,372,370 4.57
6 Mr. Sombat Tepsatist 419,991,800 4.48
7 Chase Nominees Limited 42 419,698,727 4.47
8 Mrs. Kanokkarn Siriratanapan 371,496,400 3.96
9 Chase Nominees Limited 1 336,172,395 3.58
10 Quam Securities Nominee (Singapore) PTE LTD 332,700,000 3.55
Top Ten of Hemaraj Land and Development’s Shareholders as at 28/11/08
Industrial Customer
Development
I.E. Operations
I.E.Development
Water Project
Planning
Information Sys &
Services
CorporatePlanning
& Investor Relations
Corporate Marketing
ResidentialPlanning
Residential Customer
Development
Residential Development
FinanceAccount& Legal
Procurement***
Sharehlders
Board of Directors
Executive Committee
President & CEO
Audit Committee
Internal Audit
Senior Vice PresidentExecutive Vice
President
Nominating Committee
Good Corporate Governance Committee
***From August 2008.
Shareholding & Organization Structure
95
Hemaraj Land And Development Public Company Limited
Annual Report 2008
General Information
Paid Revenue (Mil. Baht) Name Address Nature of Capital % of Business (Mil.Baht) Investment 2008 % 2007 % 2006 %
Hemaraj Land And Development 18th Floor, UM Tower, Industrial Estates, 3,753 649.00 13% 2,166.82 41% 2,203.93 54%
Public Company Limited 9 Ramkhamhaeng Rd., Utilities and Property
Registration No. Bormorjor Suanluang, Developer
0107536000676 Bangkok 10250, Thailand
Share Capital 15,000,000,000 shares Tel.(662) 719-9555
Issued 9,381,841,029 shares Fax (662) 719-9546-7
www.hemaraj.com
E-mail: [email protected]
Subsidiary Companies
Hemaraj International Limited (1) Scotia Centre, 4th Floor Holding Company 0.03 100
P.O.Box 2804, George Town,
Grand Cayman, Cayman
Islands
H-International (BVI) Company Romasco Place, Holding Company 0.08 100 - 0% 0.19 0% 0.46 0%
Limited (2) Wickhams Cay 1,
P.O. Box 3140,
Road Town, Tortola
British Virgin Islands.
Eastern Industrial Estate 18th Floor, UM Tower, Industrial Estate Developer 400 99.99 899.58 18% 1,309.81 25% 794.75 20%
Company Limited 9 Ramkhamhaeng Road,
Suanluang, Bangkok 10250,
Thailand
Eastern Pipeline Services 18th Floor, UM Tower, Pipe Rack Rental 100 99.99 67.51 1% 49.78 1% 46.21 1%
Company Limited(3) 9 Ramkhamhaeng Road,
Suanluang,Bangkok 10250,
Thailand
Eastern Seaboard Industrial Estate 18th Floor, UM Tower, Industrial Estate Developer 358 60 1,216.06 24% 909.94 17% 993.51 24%
(Rayong) Company Limited 9 Ramkhamhaeng Road,
Suanluang, Bangkok 10250,
Thailand
H-Construction Management 18th Floor, UM Tower, Engineering Project 17.15 99.99 34.12 1% 51.33 1% 6.00 0%
and Engineering Company Limited 9 Ramkhamhaeng Road, and Construction Service
Suanluang,Bangkok 10250,
Thailand
The Park Residence Company Limited 18th Floor, UM Tower, Property Development and 0.25 99.99 5.64 0% 3.27 0% 1.65 0%
9 Ramkhamhaeng Road Marketing and Service
Suanluang,Bangkok 10250, Management
Thailand
Hemaraj Eastern Seaboard Industrial 18th Floor, UM Tower, Industrial Estate Developer 1,000 99.99 1,847.48 37% 675.97 13% 8.32 0%
Estate Company Limited 9 Ramkhamhaeng Road,
Suanluang, Bangkok 10250,
Thailand
Hemaraj Water Company Limited (4) 18th Floor, UM Tower, Industrial Water Utility 100 99.99 94.39 2% 28.27 1%
9 Ramkhamhaeng Road,
Suanluang, Bangkok 10250,
Thailand
SME Factory Company Limited 18th Floor, UM Tower, Factory for Sale and Rental 37 99.99 4.09 0% 2.06 0%
9 Ramkhamhaeng Road,
Suanluang, Bangkok 10250,
Thailand
H-Phoenix Property Company Limited 18th Floor, UM Tower, Office for Sale and Rental 785 99.99 80.28 2% 40.72 1%
9 Ramkhamhaeng Road,
Suanluang, Bangkok 10250,
Thailand
Hemaraj Clean Water Company 18th Floor, UM Tower, Produce and distribute 580.50 99.99 84.36 2%
Limited (5) 9 Ramkhamhaeng Road, the industrial water
Suanluang, Bangkok 10250,
Thailand
96
Hemaraj Land And Development Public Company Limited
Annual Report2008
Associated Companies (8)
Elyo-H Facilities Management Limited 107/1 Moo 4, Eastern Facilities Management 50 40 2.76 0% 2.01 0% 2.30 0%
Seaboard Industrial Estate Services
(Rayong), Pluakdeang,
Rayong, Thailand
Rayong Industrial Land 1 Siam Cement Road, Industrial Estate Developer 1,000 25 -6.50 0% -0.61 0% 20.57 1%
Company Limited (6) Bangsue Bangkok 10800,
Thailand
S I L Industrial Land (Saraburi) 111 Moo 7, Nong Pla Mao Industrial Estate Developer 500 25 12.64 0% 0.92 0% 3.29 0%
Company Limited Sub-District Nong Khae
District, Saraburi
18140, Thailand
Glow Hemaraj Energy 195 Empire Tower, Electricity and Power - - - 0% -2.68 0% -1.84 0%
Company Limited (7) 38th Floor Park Wing, Generation
South Sathorn Road
Bangkok 10120, Thailand
GHECO-One Company Limited 195 Empire Tower, Electricity and Power 324 35 19.69 0% -0.22 0%
38th Floor Park Wing, Generation
South Sathorn Road
Bangkok 10120, Thailand
Related Companies
Eastern Fluid Transport 618 Nimom Makkasan Road Management and 10 15
Company Limited Makkasan, Ratchthewi Maintenance
Bangkok 10400, Thailand of Pipe Rack
Glow IPP Company Limited 195 Empire Tower,
38th Floor Park Wing, Electricity and Power 2,850 5
South Sathorn Road Generation
Bangkok 10120, Thailand
Total Revenue : Hemaraj Land And Development PLC. and Subsidiaries 5,011.10 100% 5,237.58 100% 4,079.15 100%
Remark
1) Incorporated in the Cayman Islands
2) Incorporated in the Territory of the British Virgin Islands
3) Held 74.99 % directly and 25% indirectly through Eastern Industrial Estate Company Limited
4) Held 99.99 % indirectly through Hemaraj Clean Water Company Limited ( In 2007, 74.99% directly and 25% indirectly through Eastern Industrial Company Limited )
5) In 2008 Hemaraj had established Hemaraj Clean Water Company Limited, which had the registered capital in the amount of Baht 645 million and had paid up for share capital in
the amount of Baht 580.50 million
6) Held 25% direct in S I L Industrial Land (Saraburi) Company Limited and also S I L held 99.99% in Rayong Industrial Land Company Limited
7) On 15 October 2007 Hemaraj sold all shares in Glow Hemaraj Energy Company Limited to Glow Energy Public Company Limited
8) In 2008 ,2007 Share of (profits) losses from investments by using the equity method in Associated Companies was presented as an expenses in Statement of Income
Paid Revenue (Mil. Baht) Name Address Nature of Capital % of Business (Mil.Baht) Investment 2008 % 2007 % 2006 %
97
Hemaraj Land And Development Public Company Limited
Annual Report 2008
Share Registrar Thailand Securities Depository Co., Ltd.
62 The Stock Exchange of Thailand Bldg. 4th Floor
6-7th Floor, Rachadapisek Road, Klongtoey
Bangkok 10110, Thailand
Tel. 0-2229-2800
Fax. 0-2654-5599
Auditor A.M.T & Associates
491/27 Silom Plaza, Silom Road, Bangruk
Silom Road, Bangruk
Bangkok 10500, Thailand
Tel. 0-2234-1676, 0-2234-1678
Fax 0-2237-2133
- Mrs. Natsarak Sarochanunjeen CPA No. 4563
Attorney Allen & Overy (Thailand) Co., Ltd.
130 Sindhorn Building III, 22nd Floor, Wireless Road
Bangkok 10330, Thailand
Tel. 0-2263-7600
Fax. 0-2263-7699
Financial Advisor Per Project
Other References
บริษ
ัท เห
มราช
พัฒ
นาท
ี่ดิน
จำก
ัด (ม
หาช
น) ร
าย
งาน
ประจ
ำป
ี 25
51
An
nu
al R
ep
ort 2
00
8 H
em
ara
j La
nd
An
d D
eve
lop
me
nt P
ub
lic C
om
pa
ny L
imite
d
บรษิทั เหมราชพฒันาทีด่นิ จำกดั (มหาชน) Hemaraj Land And Development Public Company Limited ชัน้ 18 อาคารยเูอม็ทาวเวอร ์เลขที ่9 ถนนรามคำแหง สวนหลวง กรงุเทพมหานคร 10250 โทรศพัท ์: 66-2719-9555 โทรสาร : 66-2719-9546-7 18th FL., UM Tower, 9 Ramkhamhaeng Rd., Suangluang, Bangkok 10250 THAILAND Tel : 66-2719-9555 Fax : 66-2719-9546-7
e-mail : [email protected], [email protected] www.hemaraj.com, www.theparkresidence.co.th Registration No. : BORMORJOR.0107536000676 ทะเบียนเลขที่ : บมจ.0107536000676
บรษิทั เหมราชพฒันาทีด่นิ จำกดั (มหาชน) Hemaraj Land And Development Public Company Limited
08Annual Reportรายงานประจำปี 2551