:: annual report 2006/2007 ::

96

ContentsContentsContentsContentsContents

General Information 97Corporate InformationGeneral Information of the Companies that Have Shareholding up to 10%

Summery of Financial Information of the Company 98Consolidated Financial StatementFinancial Ratio of the Company and its Subsidiaries

The Board of Directorsû Responsibility to Financial Report 99Business Types 100-114

Business Operation OverviewRevenue StructureMain Development of the Company

Audit Committee Report 115Board of Directors, Executive Committee and 116-121

Managements of TanayongRisk Factors 122-123Shareholding Structure 124-130

ShareholdersDividend Payment PoliciesManagementManagement StructureProcurement and Selection Method for Appointment of Directors and ManagementsManagement Remunerations and Others RemunerationsCorporate GovernanceUse of Inside InformationInternal Control

Related Company Transactions 131-132 Inter-Related Transactions of Year 2006

Financial Status and Operational Results Explanation and Analysis Operational Overview in the Past3 YearsOperational Results OverviewFinancial Status of the Company and Its SubsidiariesThe Operational Results of the Company and Its Subsidiaries

Financial Statement 133-185Report of Independent AuditorConsolidated and Separate Financial StatementAudit RemunerationsNote to Consolidated Financial Statement

References 186

Pages

97

General InformationGeneral InformationGeneral InformationGeneral InformationGeneral Information

Company InformationCompany InformationCompany InformationCompany InformationCompany InformationTanayong Public Company Limited has operated Real Estate Development as the main business,

which head office address is; 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Jomphol, Jatujak, Bangkok.The public company registration number is 0107536000421.Telephone 0-2273-8511-15 Fax. 0-2273-8516 Homepage www.tanayong.co.th

General information of the companies that have shareholding up to 10%General information of the companies that have shareholding up to 10%General information of the companies that have shareholding up to 10%General information of the companies that have shareholding up to 10%General information of the companies that have shareholding up to 10%

100

100

100

100

100

100

100

100

100

35

30

15.15

1. Dnal Company Limited

2. Tanayong Food andBeverageCompany Limited.

3. Yongsu CompanyLimited.

4. Thana City Golf &Country Club CompanyLimited.

5. Siam Paging andCommunication CompanyLimited

6. Sampaopetch CompanyLimited

7. Tanayong PropertyManagement CompanyLimited

8. Muengthong ApartmentCompany Limited

9. Tanayong InternationalCompany Limited

10. Golden Island (Thailand)Company Limited

11. Saraburi PropertyCompany Limited

12. Changklan WayCompany Limited

Office Buildingfor rent

Restaurant

Serviced Apartmentfor rent

Sport and RecreationOperation andManagement

Landlord

Real EstateDevelopment

Project Management

Hotel

Investor Company

Restaurant

Real Estate Development

Hotel

21 Soi Choei Phuang, Viphavadi-RungsitRoad, Jomphol, Jatujak,Tel. 0-2273-8511-15Fax. 0-2273-8516100-100/1 Moo 4 Bangna-Trad RoadKm.14 Bangchalong, Bangplee,SamuthprakarnTel. 0-2336-1938Fax. 0-2336-198521Soi Choei Phuang, Viphavadi-RangsitRoad, Jomphol, Jatujak,Tel. 0-2273-8511-15Fax. 0-2273-8516

Km.14 Bangchalong, Bangplee,SamuthprakarnTel. 0-2336-1938Fax. 0-2336-19851091/290 New Petchburi21 Soi Choei Phuang, Viphavadi-RungsitRoad, Jomphol, Jatujak, Tel. 0-2273 8511-15 Fax. 0-2273-8516100-100/1 Moo 4 Bangna-Trad RoadKm.14 Bangchalong, Bangplee,SamuthprakarnTel. 0-2336-1938Fax. 0-2336-1985100-100/1 Moo 4 Bangna-Trad RoadKm.14 Bangchalong, Bangplee,SamuthprakarnTel. 0-2336-1938Fax. 0-2336-198550/492 Moo 6 Baan Mai, Pak Kred,NonthaburiTel. 0-2503-2062Fax. 0-2503-2061P.O. BOX 258, FIRST HOME TOWERBRISH-AMERICAN CENTER, CAYMANISLANDS.175 Basement/1 South Sathorn Road,Thoongmahamek, Sathorn Bangkok.100-100/1 Moo 4 Bangna-Trad RoadKm.14 Bangchalong, Bangplee,SamuthprakarnTel. 0-2336-1938 Fax. 0-2336-1985199/42 Chang Klan Road, Tambol ChangKlan, Amphur Mueng, ChiangmaiTel. 053-270240 Fax. 053-270-240

50,000,000

1,000,000

234,000,000

10,000,000

5,000,000

1,000,000

1,000,000

433,500,000

25,000

130,000,000

100,000,000

250,000,000

Company Names Business Type Head Office Address Paid-upCapital

% ofShareholding

SUMMARY OF FINANCIAL INFORMATION OF THE COMPANY (Unit : Million THB.)

2007 2006 2005Consolidated Financial Statement Total Revenues 3,519 4,408 3,542Gross Profit 102 51 107Net profits 26,215 (450) (2,601)Total assets 6,945 6,792 56,300Total liabilities 5,001 35,458 80,973Shareholder’s equity 1,944 (28,666) (24,672)Par value (Baht per share) 1 1 10Earnings per share (Baht per share) 9.22 (0.84) (4.88)Net book value (Baht per share) 0.68 (53.75) (46.26)Ratio of net profit : Total revenues (%) 744.96 (10.21) (73.43)Ratio of profit : Shareholders’ equity (%) 1,348.51 1.57 10.54Ratio of profit : Total assets (%) 377.47 (6.63) (4.62)

2007 2006 2005Separate Financial Statement Total Revenues 3,505 8,347 480Gross profit 71 5 12Net profits 26,215 (450) (2,601)Total assets 6,843 7,404 12,690Total liabilities 4,900 36,070 40,771Shareholders’ equity 1,944 (28,666) (28,082)Par value (Baht per share) 1 1 10Earnings per share (Baht per share) 9.22 (0.84) (4.88)Net book value (Baht per share) 0.68 (53.75) (52.65)Ratio of net profit : Total revenues (%) 747.93 (5.39) (541.88)Ratio of profit : Shareholders’ equity (%) 1,348.51 1.57 9.26Ratio of profit : Total assets (%) 383.09 (6.08) (20.50)

99

The Board of Directorsû Responsibility to Financial ReportThe Board of Directorsû Responsibility to Financial ReportThe Board of Directorsû Responsibility to Financial ReportThe Board of Directorsû Responsibility to Financial ReportThe Board of Directorsû Responsibility to Financial Report

The Board of Directors of Tanayong Public Company Limited is in charged of the Company and

its subsidiaries financial reports and statements which have been prepared with appropriate accounting

policies, consistently applied and supported by reasonable and prudent judgments and estimations including

adequate information disclosed to obtain the reports that comply with Thailand Generally Accepted

Accounting Principles.

The Board of Directors also set up and maintained an effective internal audit system to ensure

that the Company and its subsidiaries keep accounting records with reasonable accuracy, completeness

and adequate to protect the assets and prevent them from being under substantial irregularities.

The Audit Committee, consists of non-executive directors, appointed by The Board of Directors

to regulate the financial statements and the internal audit system. The opinions of the Audit Committee

have been stated herein this Annual Report.

The Board of Directors is of the opinion that the Companyûs internal audit system is generally

satisfactory and should enhance the creditability of the consolidated financial statements of the Company

and its subsidiaries as of March 31, 2007

Mr. Keeree Kanjanapas Mr. Kavin Kanjanapas

Chairman Managing Director

100

Business TypeBusiness TypeBusiness TypeBusiness TypeBusiness TypeDuring the year of 2005, there had been the changes of structure for Bangkok Mass Transits

System Public Company Limited, United Bangkok Development Company Limited, Hwa Kay Thai

(Thailand) Company Limited, Theppratarn Property Company Limited, The Exchange Square Company

Limited, and Time Station Company Limited under the business rehabilitation plan, the Company will

have to transfer these ordinary shares to settle debt with secured creditors, and creditors receiving

settlement in accordance with original contracts for debt repayment. This will reduce the Groupûs

shareholding in Bangkok Mass Transit System PCL. to 1.86 percent, while all shares held in the other

companies will be transferred. The Company has therefore excluded the financial statements of these

companies from the consolidated financial statements since 1 June 2005.

Thus, the business operation of Company and its subsidiaries have been as follows :

1. Business Related to Real Estate1. Business Related to Real Estate1. Business Related to Real Estate1. Business Related to Real Estate1. Business Related to Real EstateA. Real Estate Development BusinessA. Real Estate Development BusinessA. Real Estate Development BusinessA. Real Estate Development BusinessA. Real Estate Development Business

The Company has developed the project in various types by own itself and emphasized on

expansion any projects to various locations both in Bangkok and nearby for coverage the marketing and

potential customer as each area, which, now, for example; on Bangna-Trad Road, Ladprao Road and

Rachadumri Road, etc.

Project NameProject NameProject NameProject NameProject Name OperatorOperatorOperatorOperatorOperator Project TypeProject TypeProject TypeProject TypeProject Type

1. Thana City

Bangna - Trad Rd. Km. 14

2. Thana Place, Ladprao and Kingkaew

3. The Royal Place 1 and 2

4. The Grand

Tanayong PCL.

Tanayong PCL.

Tanayong PCL.

Tanayong PCL.

Land, Condominium, Single-Detached

House,Townhouse for Sales and Golf Club

Condominium, Single-Detached House and

Commercial Building for sales

Residential Condominium for rent

Residential Condominium for rent

B. Property InvestmentB. Property InvestmentB. Property InvestmentB. Property InvestmentB. Property InvestmentTo invest the developed project, Company will gain revenue from building space for rent.


1. TST Tower Dnal Co.,Ltd. Office Building for rent

The Company has been being the sales representation to sall land and building for creditors

accoroling to the rehabilitation plan

101

C. Hotel and Serviced ApartmentC. Hotel and Serviced ApartmentC. Hotel and Serviced ApartmentC. Hotel and Serviced ApartmentC. Hotel and Serviced ApartmentTo develop project as Hotel and Serviced Apartment, The Company will gain revenue from

rooms and service charges.

Project NameProject NameProject NameProject NameProject Name OperatorOperatorOperatorOperatorOperatorMuengthong Project TypeProject TypeProject TypeProject TypeProject Type

Apartment Co., Ltd.

Yongsu Co., Ltd.

Hotel

Serviced Apartment

1. Eastin Lakeside

2. Yongsu Apartment

The Company has been being the sales-representative to sell land and property of Yongsu

Apartment for creditors according to the rehabilitation plan.

D. D. D. D. D. Contractor for National Housing Authority (NHA) in Baan Aur - Arthorn ProjectContractor for National Housing Authority (NHA) in Baan Aur - Arthorn ProjectContractor for National Housing Authority (NHA) in Baan Aur - Arthorn ProjectContractor for National Housing Authority (NHA) in Baan Aur - Arthorn ProjectContractor for National Housing Authority (NHA) in Baan Aur - Arthorn Project

The Company was selected by Natioanal Housing Authority to co-operate and construct Baan

Aur-Arthorn Project, which has been 3-4 Storey residential condominium with fully standard facilities

and infrastructures.


Tanayong PCL.

Tanayong PCL.

Tanayong PCL.

Tanayong PCL.

3-4 storey condo

4 storey condo

4 storey condo

3 storey condo

1. NHA - Chonburi

2. NHA - Prajuabkirikhan (Hua-Hin 3)

3. NHA - Samuthprakarn (Bang Bor)

4. NHA - Saraburi (Kok Yae)

2. 2. 2. 2. 2. Other BusinessesOther BusinessesOther BusinessesOther BusinessesOther Businesses

The Company has emphasized on business related to properties development, for value added up

in property project operated by the Company.

1. Tanayong Property Management Co., Ltd. Management of T S T Tower

2. Thana City Golf and Country Club Co., Ltd. Management of Sport Club and Entertainment

Project NameProject NameProject NameProject NameProject Name Project TypeProject TypeProject TypeProject TypeProject Type

102

Properties businesses development of The company and its subsidiaries, which was closedProperties businesses development of The company and its subsidiaries, which was closedProperties businesses development of The company and its subsidiaries, which was closedProperties businesses development of The company and its subsidiaries, which was closedProperties businesses development of The company and its subsidiaries, which was closed

sales and have been on process at the present, as follows:-sales and have been on process at the present, as follows:-sales and have been on process at the present, as follows:-sales and have been on process at the present, as follows:-sales and have been on process at the present, as follows:-

1) Project in the past which was already sold, as of March 31, 20071) Project in the past which was already sold, as of March 31, 20071) Project in the past which was already sold, as of March 31, 20071) Project in the past which was already sold, as of March 31, 20071) Project in the past which was already sold, as of March 31, 2007DetailsDetailsDetailsDetailsDetails ProjectsProjectsProjectsProjectsProjects

Project Name

Location

Project Type

Units

Total Land Area

Land Ownership

Investment Costs (MB)

Sales/Leasing Price per Unit(MB)

Costs of Project Sales (MB)

Sales Progress value (MB)

Percentage (%)

Unit Transferred

Unit Value (MB)

Recognized Cumulative Revenue

1. Prestige House I1. Prestige House I1. Prestige House I1. Prestige House I1. Prestige House I

Bangna-Trad KM. 14

Single-detached house with land

approx 400 sq.wah

74

100 - 0 - 0 Rai

Tanayong PCL

53.4

6.4 -13.1

608.1

608.1

100

74

608.1

608.1

2. The Royal Place 12. The Royal Place 12. The Royal Place 12. The Royal Place 12. The Royal Place 1

Soi Mahadlek Luang 1

30 - Storey Residential Condo-

minium for leasing

395

3 - 1 - 27 Rai

Office of the Privy Purse

1,083.5

2.1-29.8

1,157.2

1,157.2

100

395

1,157.2

1,157.2ProjectsProjectsProjectsProjectsProjects

Project Name

Location

Project Type

Units

Total Land Area

Land Ownership


Grand Open Sales

Sales / Leasing Price per Unit



Percentage (%)

Unit Transferred

Unit Value

Percentage (%)

Recognized Cumulative Revenue

3. The Royal Place 23. The Royal Place 23. The Royal Place 23. The Royal Place 23. The Royal Place 2


26 - Story Residential Condo-

minium for Leasing

315

3 - 1 - 75 Rai

Office of The Privy Purse

801.7

October 1993

1.6 - 6.4

802.8

802.8

100

315

802.8

100

802.8

4. The Grand4. The Grand4. The Grand4. The Grand4. The Grand


25 - Story Residential Condo for

Leasing

312

1 - 3 - 88 Rai

Office of The Privy Purse

684

November 1993

1.3 - 9.8

701.7

701.7

100

312

701.7

100

701.7

Remark Remark Remark Remark Remark : The Royal Place 2 and the The Grand had been closed sales since October 2006. Besides the left unit had

been short - term rental (The Royal Place 2 : 56 Units and The Grand : 26 Units)

DetailsDetailsDetailsDetailsDetails

103

DetailsDetailsDetailsDetailsDetails ProjectsProjectsProjectsProjectsProjects

Project Name

Location

Project Type

Units

Total Land Area

Land Ownership

Investment Costs

Costs of Sales (MB)


Percentage (%)

Units Transferred (Units)

Value

Recognized cumulative Revenue

5. Land Inside Thana City5. Land Inside Thana City5. Land Inside Thana City5. Land Inside Thana City5. Land Inside Thana City

Bangna-Trad KM. 14

Land Bank

4

12 - 2 - 40 Rai

Tanayong PCL

70.0

313.7

313.7

100

4

313.7

313.7

6. Land out Thana City6. Land out Thana City6. Land out Thana City6. Land out Thana City6. Land out Thana City

(According the remarks)

Land Bank

4

470 - 0 - 1 Rai

Tanayong PCL

534.1

1,172.9

1,172.9

100

4

1,172.9

1,172.9

RemarkRemarkRemarkRemarkRemark : Land outside Thana City are 2 Units in Rachadeva District, Samutprakarn 1 unit and Jorakae Bua , Bangkapi

1 unit

Project has been on sales process at the presentProject has been on sales process at the presentProject has been on sales process at the presentProject has been on sales process at the presentProject has been on sales process at the present

Land Bank, Land and Land Bank, Land and Land Bank, Land and Land Bank, Land and Land Bank, Land and HHHHHousing, and Residential Condoousing, and Residential Condoousing, and Residential Condoousing, and Residential Condoousing, and Residential Condominiumminiumminiumminiumminium, , , , , forforforforfor sales / sales / sales / sales / sales /setle setle setle setle setle debt.debt.debt.debt.debt.

as of March 31, 2007as of March 31, 2007as of March 31, 2007as of March 31, 2007as of March 31, 2007DetailsDetailsDetailsDetailsDetails Thana City Projects on Bangna trad Road Km. 14Thana City Projects on Bangna trad Road Km. 14Thana City Projects on Bangna trad Road Km. 14Thana City Projects on Bangna trad Road Km. 14Thana City Projects on Bangna trad Road Km. 14

Project Name

Location

Project Type

Units

Total Land Area

Land Ownership


Sales/Leasing Price per unit /

(MB)

Costs of Sales (MB)

Sales Progress Value (MB)

Percentage (%)

Units Transferred

Unit Value (MB)

Recognized cumulative Revenue

1.Townhouse (Beside Lake1.Townhouse (Beside Lake1.Townhouse (Beside Lake1.Townhouse (Beside Lake1.Townhouse (Beside Lake

and Garden)and Garden)and Garden)and Garden)and Garden)

Bangna-Trad KM.14

Townhouse

(8 meters width each)

72

12 - 0 - 0 Rai

Tanayong PCL

118.7

1.1 - 6.2

188.1

134.4

71.5

54

134.4

134.4

2. Prestige Prime Land2. Prestige Prime Land2. Prestige Prime Land2. Prestige Prime Land2. Prestige Prime Land

Bangna-Trad KM.14

Land around Golf Court

123

106 - 0 - 0 Rai

Tanayong PCL

172.9

3.8 - 23.2

1,223.5

970.2

79.30

91

970.2

970.2

3. Prestige Condominium3. Prestige Condominium3. Prestige Condominium3. Prestige Condominium3. Prestige Condominium

Bangna-Trad KM.14

16 - Storey Residential Condo

340

24 - 0 - 0 Rai

Tanayong PCL

1,169.8

0.3 - 12.5

993.9

979.3

98.5

338

979.3

979.3

104

DetailsDetailsDetailsDetailsDetails Thana City Project Bangna-Trad Road KM.14Thana City Project Bangna-Trad Road KM.14Thana City Project Bangna-Trad Road KM.14Thana City Project Bangna-Trad Road KM.14Thana City Project Bangna-Trad Road KM.14

Project Name

Location

Project Type

Unit

Total Land Area

Land Ownership


Progress of Construction Invetsed amount

(MB)

Percentage (%)

Grand Sales Opening

Sales/Leasing Price per unit / (MB)

Costs of Sales / Repaying Debt

Project Sales Progress / Repaying Debt

Total Value (MB)

Percentage (%)

Units Transferred to Repay Debt

Total Unit

Value Costs (MB) Sole / Repay Debt

Recognized Accumulated Revenue (MB)

4. Nouvelle Condominium4. Nouvelle Condominium4. Nouvelle Condominium4. Nouvelle Condominium4. Nouvelle Condominium

Bangna-Trad KM.14

17 – Storey Residentail

Condominium

905

25 - 0 - 0 Rai

Tanayong PCL.

1,026.1

988.6 / 37.5

100

0.5 - 4.4

1,353.1 / 33.3

893.8 / 33.3

66.1 / 100

750 / 7

893.8 / 33.3

893.8 / -

5. Thana Place King Kawe5. Thana Place King Kawe5. Thana Place King Kawe5. Thana Place King Kawe5. Thana Place King Kawe

Bangna-Trad KM.14

6-7 Storey Residential

Condominium, Single House on

total land 50 - 60 Sq.wah each

763

10 8 -0 - 90 Rai

Tanayong PCL.

615.7

615.7 / -

100

0.3 - 2.8

740.2 / -

366.5 / -

49.5 / -

422 / -

366.5 / -

366.5 / -

105


Project Name

Location

Project Type

Units

Total Land Area

Land Ownership

Development and Construction

Period


Progress of Construction

Invested amount (MB)

Percentage (%)

Grand Sales Opening

Sales/Leasing Price per unit /

(MB)

Costs of Sales / Repaying Debt

(MB)

Project Sales Progress / Repaying

Debt

Total Value (MB)

Percentage (%)


Total Unit

Value Costs (MB) Sole / Repay

Debt

Percentage (%)

Revenue Recognition: Before

April 1, 1994

Revenue Recognition: After

April 1, 1994

Recognized Accumulated

Revenue (MB)

Remarks :

- Title Deeds Classified

- Permission Delivered

- Permission Received

6. Prestige House II6. Prestige House II6. Prestige House II6. Prestige House II6. Prestige House II

Bangna-Trad KM.14

Single-detached House

With Land

85

73 - 0 - 0 Rai

Tanayong PCL.

36 months

October, 1992 -

September, 1995

144.4

144.4 / -

100

April,1990

5.3 - 12.0

662.2 / -

315.3 / -

47.6 / -

42 / -

315.3 / -

100 / -

Recognized all Amount Evenue

when Making Sale Agreement

Recognized Revenue by Initial

Payment not less than 20% of

Value of Sales, will be Recorded.

315.3

March 26, 1996

January, 1990

March 28, 1995

7. Prestige House III7. Prestige House III7. Prestige House III7. Prestige House III7. Prestige House III

Bangna-Trad KM.14

Single-detached House

With Land

288

130 - 0 - 0 Rai

Tanayong PCL.

24 months

October, 1993 -

September, 1995

242.2

119.9 / 122.3

100

January,1991

3.0 - 5.1

512.1 / 331.9

269.6 / 331.9

52.65 / 100

81 / 123

269.6 / 331.9

100 / 100


When Making Sale Agreement




269.6

March 26, 1996

January, 1990

March 28, 1995

8. Californian8. Californian8. Californian8. Californian8. Californian

Bangna-Trad KM.14

Land Bank

63

30 - 1 - 25 Rai

Tanayong PCL.

36 months

October, 1992 -

September, 1995

41.5

41.5 / -

100

December, 1991

1.2 - 4.7

161.4 / -

75.5 / -

46.8 / -

32 / -

75.5 / -

100 / -


when Making Sale Agreement




75.5

March 26, 1996

January, 1990

March 28, 1995

106


Project Name

Location

Project Type

Unit

Total Land Area

Land Ownership

Development and Construction Period


Construction Progress / Invested Costs

(MB)

Percentage (%)

Grand Sales Opening

Sales/Leasing Price per Unit / (MB)

Costs of Sales / Repaying Debt (MB)


Total Value (MB)

Percentage (%)


Total Unit

Value Costs (MB) Sole / Repay Debt

Percentage (%)

Revenue Recognition: Before April

1, 1994

Revenue Recognition: After April

1, 1994


Revenue (MB)

Remarks :

- Title Deed Classified

- Permission Delivered

- Permission Received

9. Townhouse (Habitat)9. Townhouse (Habitat)9. Townhouse (Habitat)9. Townhouse (Habitat)9. Townhouse (Habitat)

Bangna-Trad KM.14

3.5 Storey Commercial Building

20

2 - 3 - 20 Rai

Tanayong PCL.

24 months

Augus, 1993 - July, 1995

15.2

15.2 / -

100

February,1991

1.2 - 1.6

24.7 / -

5.5 / -

22.3 / -

4 / -

5.5 / -

100 / -

Recognized all Amount Revenue

When Making Sales Agreement


Payment not less than 20% of Value

of Sales, will be Recorded.

5.5

July 26, 1995

January, 1990

March 28, 1995

10.Thana Place /Lardprao 7110.Thana Place /Lardprao 7110.Thana Place /Lardprao 7110.Thana Place /Lardprao 7110.Thana Place /Lardprao 71

Soi Lardprao 71

9 Story Condominium and

Commercial Building in Project

781

23 - 1 - 88 Rai

Tanayong PCL.

24 months

October, 1993-September, 1995

482.5

431.1 / 51.4

100

February,1992

0.4 - 2.5

628.2 / 48.2

625.2 / 48.2

99.5 / 100

703 / 77

626.2 / 48.2

100 / 100

Percentage of Completion

Measurement

Percentage of Completion

Measured by Initial Payment not

less than 20% Related to Project

Cost not less than 10%, will be

Recorded.

626.2

January 4, 1996

August 24,1992

February 21,1996

107


Project Name

Location

Project Type

Total Land Area

Land Ownership




Total Value (MB)

Percentage (%)

Units Transferred to Repay Debt/

Total Unit

Total Value (MB)


11. Land Inside Thana City11. Land Inside Thana City11. Land Inside Thana City11. Land Inside Thana City11. Land Inside Thana City

Bangna-Trad KM.14

Land bank

26 8 -2 - 70 Rai

Tanayong PCL.

896.1

2,234.0

-

-

-

-

-

12. Land Outside Thana City12. Land Outside Thana City12. Land Outside Thana City12. Land Outside Thana City12. Land Outside Thana City

(R1emarks)

Land bank

28 -1 - 66 Rai

Tanayong PCL.

94.8

20.9

-/12.9

-

-/1

-/12.9

-

RemarkRemarkRemarkRemarkRemark : Land outside Thana City are 2 Unit, Rachadeva District, Samutprakarn.

108


Project Name

Location

Project Type

Units

Total Land Area

Land Ownership

Construction Period


- Cost of Land

- Construction Cost

Construction Progress /

Invested Costs (MB)

Percentage (%)

Grand Sales Opening

Price / Sq.w (Membership) (MB)


Project Sales Progress

Total Value (MB)

Percentage (%)

Units Transferred

Membership

Total Value (MB)

Percentage (%)

Revenue Recognition: Before

April 1, 1994

Revenue Recognition: After

April 1, 1994


13. Sport & Country Club Member13. Sport & Country Club Member13. Sport & Country Club Member13. Sport & Country Club Member13. Sport & Country Club Member

Bangna-Trad KM.14

Sport - Entertainment

85

57 - 7 - 31 Rai

Tanayong PCL.

1994 -1995

471

9.2

461.8

471

100

1994 - 1995

0.02 and 0.15

3.9

3.9

100

-

85

3.9

100

Revenue recognized when making

membership contract


membership contract

3.93.93.93.93.9

14. Golf Member14. Golf Member14. Golf Member14. Golf Member14. Golf Member

Bangna-Trad KM. 14

Sport

981

280 - 0 - 6 Rai

Tanayong PCL.

1994 - 1995

819

44.7

774.3

819

100

1994 - 1995

0.1 – 2.5

374

374

100

-

981

374

100


membership contract

-

374374374374374

109

DetailDetailDetailDetailDetail ProjectProjectProjectProjectProject

Project Name

Location

Project Type

Units

Land Total Area

Land Ownership

Investment Costs(MB)


Revenue (MB)

1. NHA Chonburi, Najomtien1. NHA Chonburi, Najomtien1. NHA Chonburi, Najomtien1. NHA Chonburi, Najomtien1. NHA Chonburi, Najomtien

Sukhumvit Road, Najomtien

3 storey Residential Condominium

4,598 units

151 - 3 - 24.0 Rai

NHA

1,931.2

303.6

2. NHA Prajuabkirikhan Hua-Hin 32. NHA Prajuabkirikhan Hua-Hin 32. NHA Prajuabkirikhan Hua-Hin 32. NHA Prajuabkirikhan Hua-Hin 32. NHA Prajuabkirikhan Hua-Hin 3

Petchakasem Road, Prajuabkirikhan

4storey Residential Condominium

1,008 units

22 - 0 - 17.50 Rai

NHA

423.4

65.0

Procurement and Contractor Project to Construction for National Housing AuthorityProcurement and Contractor Project to Construction for National Housing AuthorityProcurement and Contractor Project to Construction for National Housing AuthorityProcurement and Contractor Project to Construction for National Housing AuthorityProcurement and Contractor Project to Construction for National Housing Authority

As of March 31, 2007As of March 31, 2007As of March 31, 2007As of March 31, 2007As of March 31, 2007


Project Name

Location

Project Type

Units

Total Land Area

Land Ownership


Recognised Accumulated

Revenue (MB)

3. NHA Samutprakarn Bang Bor 23. NHA Samutprakarn Bang Bor 23. NHA Samutprakarn Bang Bor 23. NHA Samutprakarn Bang Bor 23. NHA Samutprakarn Bang Bor 2

Parnvithi Road,(Klong Dan-Bang Bor)


1,536 Units

41 - 2 - 83.0 Rai

NHA

645.1

133.4

4. NHA Saraburi ( Kok Yae )4. NHA Saraburi ( Kok Yae )4. NHA Saraburi ( Kok Yae )4. NHA Saraburi ( Kok Yae )4. NHA Saraburi ( Kok Yae )

Paholyothin km.91 Kok Yae


2,442 units

72 - 1 - 98.2 Rai

NHA

1,025.6

-

110


Project Name

Location

Project Type

Units

Total Land Area

Land Ownership


Grand Opening

Rental Price / unit

Occupancy Rate

1.TST Tower1.TST Tower1.TST Tower1.TST Tower1.TST Tower

Viphavadi-Rangsit Rd.

24 storey office building, opposite

Thai Airway bldg.

-

15,771 sq.m.

Dnal

442

March 1990

284 Baht/ sq.m.

80%

2. Eastin Lakeside Hotel2. Eastin Lakeside Hotel2. Eastin Lakeside Hotel2. Eastin Lakeside Hotel2. Eastin Lakeside Hotel

Chaengwattana Rd.

3 - stars hotel

7 km. from Don Mueng Airport

143

31,793 sq.m.

Bangkok Bank

442

April 1992

3,676 Baht/night/Unit

45%

Project Name

Location

Project Type

Units

Land Total Area

Land Ownership


Grand Opening

Rental Price / Unit

Occupancy Rate

ProjectProjectProjectProjectProject

3. Yongsu Service Apartment3. Yongsu Service Apartment3. Yongsu Service Apartment3. Yongsu Service Apartment3. Yongsu Service Apartment

Sukhumvit 39

16 storey residential, Fully furnished and facilities.

56

12,040 sq.m.

Yongsu

249

Nov. 1992

Whole building 1,600,000 B./Month

100%

Office Building for Rent, Serviced Apartment Hotel and Condominium for Rent ProjectOffice Building for Rent, Serviced Apartment Hotel and Condominium for Rent ProjectOffice Building for Rent, Serviced Apartment Hotel and Condominium for Rent ProjectOffice Building for Rent, Serviced Apartment Hotel and Condominium for Rent ProjectOffice Building for Rent, Serviced Apartment Hotel and Condominium for Rent Project

As of March 31, 2007As of March 31, 2007As of March 31, 2007As of March 31, 2007As of March 31, 2007

5. The Grand5. The Grand5. The Grand5. The Grand5. The Grand

Mahadlekluang 2

26 storey condominium

near BTS Rachadumri

26

1,616 sq.m.

Office of Pricy Purse

99.53

October 2006

353 Baht/ Month / sq.m.

12.36 %

Project Name

Location

Project Type

Units

Total Land Area

Land Ownership


Grand Opening

Rental Price / Uit

Occupancy Rate

4. The Royal Place II4. The Royal Place II4. The Royal Place II4. The Royal Place II4. The Royal Place II

Mahadlekluang 2

26 storey condominium

near BTS Rachadumri

56

4,675.85 sq.m.

Office of Pricy Purse

272.28

October 2006

460 Baht/ Month / sq.m.

0.25 %

DetailDetailDetailDetailDetail


111

Revenue StructureRevenue StructureRevenue StructureRevenue StructureRevenue StructureRevenue structure of the Company and its subsidiaries in the past of 3 yearsFor year ended of March 31, 2007, classified by business type.

MBMBMBMBMB8.6

-

-

79.9

39.6

14.6

2,706.3

1,255.8

-

-

119.1

183.8

4,407.74,407.74,407.74,407.74,407.7

2006 - 20072006 - 20072006 - 20072006 - 20072006 - 2007 2005 - 20062005 - 20062005 - 20062005 - 20062005 - 2006

MBMBMBMBMB29.8

502.1

-

74.5

35.2

-

-

1,597.4

1,049.7

25.6

105.0

100.1

Real Estate Cost

Revenue from the Land Procurement of

Low - Cost Residential Housing

Revenue from Rental and Services

Revenue from Hotel

Share of Profit from Associated Companies

Share of Income from Investment in Subsidiary

Conyo-nies Auvaitiy Tronsfer under Rehabilita-

tion Plan

Gain on Debt Restructuring per Rehabilitation Plan

Gain on Roreign Exchanged

Gain on Foreign of Assets for Debt Settlement

Gain on Sales of Invesment in Associated Company

Interests Income

TotalTotalTotalTotalTotal

Revenue classified by Business TypesRevenue classified by Business TypesRevenue classified by Business TypesRevenue classified by Business TypesRevenue classified by Business Types%%%%%

0.85

14.27

-

2.12

1.00

-

-

45.39

29.82

0.73

2.98

2.84

100100100100100

MBMBMBMBMB 25.6

-

2,562.4

286.4

179.0

16.7

-

325.5

-

-

5.2

140.8

3,541.63,541.63,541.63,541.63,541.6

%%%%%

0.77

-72.30

8.10

5.10

0.50

-

9.20

-

-

0.10

4.00

100100100100100

%%%%%

0.20

-

-

1.81

0.90

0.33

61.40

28.49

-

-

2.70

4.17

100100100100100

2004 - 20052004 - 20052004 - 20052004 - 20052004 - 2005

Revenue structure of the Company and its subsidiaries, classified by business type during the past ofRevenue structure of the Company and its subsidiaries, classified by business type during the past ofRevenue structure of the Company and its subsidiaries, classified by business type during the past ofRevenue structure of the Company and its subsidiaries, classified by business type during the past ofRevenue structure of the Company and its subsidiaries, classified by business type during the past of3 years. For year ended of March 31, 2005 - 2007.3 years. For year ended of March 31, 2005 - 2007.3 years. For year ended of March 31, 2005 - 2007.3 years. For year ended of March 31, 2005 - 2007.3 years. For year ended of March 31, 2005 - 2007.

2005 - 20062005 - 20062005 - 20062005 - 20062005 - 2006

MBMBMBMBMB

29.8

-

29.829.829.829.829.8

MBMBMBMBMB

8.6

-

8.68.68.68.68.6

Real Estate Cost

- Thana City Project- Thana Place KingKaew Project

Revenue TypeRevenue TypeRevenue TypeRevenue TypeRevenue Type%%%%%

0.85

-

0.850.850.850.850.85

%%%%%

0.20

-

0.200.200.200.200.20

MBMBMBMBMB

14.1

11.5

25.625.625.625.625.6

%%%%%

0.40

0.37

0.770.770.770.770.77

Operated ByOperated ByOperated ByOperated ByOperated By %of%of%of%of%ofShareholdingShareholdingShareholdingShareholdingShareholding

Tanayong PCL.Tanayong PCL.


100

100

100100100100100

2004 - 20052004 - 20052004 - 20052004 - 20052004 - 20052006 - 20072006 - 20072006 - 20072006 - 20072006 - 2007

2005 - 20062005 - 20062005 - 20062005 - 20062005 - 2006

MBMBMBMBMB

303.6133.565.0

502.1502.1502.1502.1502.1

MBMBMBMBMB

-

-

-

-

Revenue from the LandLand Procurement forLow- Cost pesidentialHousing projects- Najomtien- Bangbor 2- Hua Hin 3


8.633.791.85

14.2714.2714.2714.2714.27

%%%%%

-

-

-

-

MBMBMBMBMB

----


Tanayong PCL.Tanayong PCL.Tanayong PCL.

Total

100

100

100

100100100100100

2004 - 20052004 - 20052004 - 20052004 - 20052004 - 20052006 - 20072006 - 20072006 - 20072006 - 20072006 - 2007

%%%%%

-

-

-

-

112

2005 - 20062005 - 20062005 - 20062005 - 20062005 - 2006

MBMBMBMBMB

-----

MBMBMBMBMB

-

Revenue from the BTS

Fares


-----

%%%%%

-----

MBMBMBMBMB

2,562.4

%%%%%

72.3


Bangkok Mass

Transit System

Public Company

Limited 1.86

2004 - 20052004 - 20052004 - 20052004 - 20052004 - 20052006 - 20072006 - 20072006 - 20072006 - 20072006 - 2007

2006 - 20072006 - 20072006 - 20072006 - 20072006 - 2007 2005 - 20062005 - 20062005 - 20062005 - 20062005 - 2006

MBMBMBMBMB

48.6

13.1

2.9

5.3

4.6

74.574.574.574.574.5

35.2

35.2

MBMBMBMBMB

44.0

21.8

3.4

4.7

6.0

79.979.979.979.979.9

39.6

39.6

Revenue from Rental and

Service

- TST Tower

- Yongsu Appartment

- Sport and Recreation

Club

- Project Management

Co., Ltd.

- Space Rental

- BTS Skytrain

Revenue from Hotel

- Eastin Lakeside

Hotel


1.38

0.37

0.08

0.15

0.14

2.122.122.122.122.12

1.00

1.00

%%%%%

1

0.49

0.08

0.10

0.14

1.811.811.811.811.81

0.90

0.90

Operated ByOperated ByOperated ByOperated ByOperated By%of%of%of%of%of

ShareholdingShareholdingShareholdingShareholdingShareholding

100

100

100

100

100

33.38

100

2004 - 20052004 - 20052004 - 20052004 - 20052004 - 2005

- Dnal Co. Ltd

- Yongsu

Co., Ltd.

- Thana City

Golf & Country

Club Co.,Ltd

- Tanayong

Property

Management

Co., Ltd.

- Muengthong

Apartment Co.,

Ltd.

- Bangkok

Mass Transits

System PCL.


Muengthong

Apartment

Co., Ltd.

Total

MBMBMBMBMB

36.3

22.5

4.1

4.8

3.9

214.8

286.4286.4286.4286.4286.4

49.0

179.0

%%%%%

1.0

0.6

0.2

0.1

0.1

6.1

8.18.18.18.18.1

1.4

5.1

-- -- -- ----

113

2005 - 20062005 - 20062005 - 20062005 - 20062005 - 2006

MBMBMBMBMB

4.9

99.8

0.3

-105.5

MBMBMBMBMB

0.2

118.5

0.4

-119.1

Interest incomes- Deposit wite Bank andFinancial Instruments- Loan to Subsidiariesawaiting Transfer as perRehabilitation Plan- Loan to relatedcompanies- Loaning to OtherCompanies


0.14

2.83

0.01

-2.98

%%%%%

2.69

0.01

-2.70

MBMBMBMBMB

2.9

-

-

1.25.2

%%%%%

0.06

-

-

0.020.1


Total

2004 - 20052004 - 20052004 - 20052004 - 20052004 - 20052006 - 20072006 - 20072006 - 20072006 - 20072006 - 2007

2006 - 20072006 - 20072006 - 20072006 - 20072006 - 2007 2005 - 20062005 - 20062005 - 20062005 - 20062005 - 2006

MBMBMBMBMB

-----

-----

-----

1,597.4

1,049.7

25.6

100.1

3591.43591.43591.43591.43591.4

MBMBMBMBMB

14.6

2,706.3

1,255.8

-

-

183.8

4,407.74,407.74,407.74,407.74,407.7

Profits from Rate gain on

foreign Exchanged

Shar of Profits from Associ-

ated Corporation

Shar of income from

investment in Subsidiary

Companies awaiting Transfer

under Rehabilitation plan

qain on Transfer of Profit

Assets for debt aettbment

qain on debt Restructuring

per Rehabilitation Plan

qain on debt of invesment in

associated companies

Other Income

Rate of Increasing andDecreasing of Revenuefrom Sales (Percentage)


45.39

29.82

0.73

2.84

100100100100100

%%%%%

0.33

61.40

28.49

-

-

4.17

100100100100100

Operated ByOperated ByOperated ByOperated ByOperated By%of%of%of%of%of

ShareholdingShareholdingShareholdingShareholdingShareholding-

-

-

-

-

--

2004 - 20052004 - 20052004 - 20052004 - 20052004 - 2005

MBMBMBMBMB

325.5

16.7

-

-

-

-

140.8

3,541.63,541.63,541.63,541.63,541.6

%%%%%

9.2

0.5

-

-

-

-

4.0

100100100100100

----

Total revenueTotal revenueTotal revenueTotal revenueTotal revenue

246.5246.5246.5246.5246.5 (66.4)(66.4)(66.4)(66.4)(66.4) 101.57101.57101.57101.57101.57

114

The Main Development of the Company18 August 2003 Yongsu Co., Ltd. the one of creditor, had submited the petition for the business

rehabilitation to The Central Bankruptcy Court and the Company proposed

itself to be the planner.

30 December 2003 The Central Bankruptcy Court had announced the business rehabilitation by

appointing Tanayong Public Company Limited as the temporary management.

15 March 2004 The Central Bankruptcy Court had the order to appoint Tanayong Public

Company Limited, to be the planner.

31 March 2005 The meeting of creditors had the resolution to accept rehabilitation plan.

30 May 2005 The Central Bankruptcy Court had agreed with the business rehabilitation plan

and appoint Tanayong Public Company Limited

7 July 2005 To perfrom accordance the rehabilitation plan, The Central Bankruptcy

Court has agreed with the company to reduce the capital by amendment of the

prospectus memorandum as no.4, from capital of 4,684,557,000 Baht, reduce

to 3,667,468,400 Baht and divided into 367,746,840 shares.

26 July 2005 By the order of The Central Bankruptcy Court, the Company, head office had

been changed from 100-100/1 Moo 4 Bangna-Trad road Km14, Bangchalong,

Bangplee, Samuthprakarn, to new address; 21 Soi Choei Phuang, Viphavadi-

Rangsit Rd., Jomphol, Jatujak, Bangkok

9 August 2005 By the order of The Central Bankruptcy Court, the Company had reduced par

value of shares from 10 Baht to 1 Baht

16 September 2005 By the order of The Central Bankruptcy Court, allowed to reduce the capital,

the company had changed the paid up capital from 3,677,468,400 Baht to the

capital of 533,333,333 Baht and paid up 533,333,333 Baht.

6 October 2005 By the order of The Central Bankruptcy Court allowed the company to increase

the capital another 4,800,000,000 Baht, from the old capital of 533,333,333 Baht

that divided into 533,333,333 shares, to the new capital of 5,333,333,333 Baht

that divided into 5,333,333,333 shares with 1 Baht each.

28 February 2006 The meeting of creditors had had the resolution to accept the amendment of

the rehabilitation plan.

24 April 2006 The Central Bankruptcy Court had agreed with the amendment of the

rehabilitation plan.

14 November 2006 The Central Bankruptcy Court had ordered to terminate the company from

the business rehabilitation plan.

28 December 2006 SET had allowed the aceurities of the company to be traded the securities of the

company in the real estate business section.

115

Audit Committee ReportAudit Committee ReportAudit Committee ReportAudit Committee ReportAudit Committee Report

To The Board of Directors, Tanayong Public Company Limited

The Audit Committee of Tanayong Public Company Limited comprises three independent directors;

Lt.Gen. Phisal Thepsithar, Chairman of Audit Committee, Dr.Anat Arbhabhirama and Pol.Maj.Gen.

Vara Ieammongkol, Audit Committee, and Mrs. Duangkamol Chaichanakajorn, as Secretary to Audit

Committee. They has been appointed by the Board of Directors of the company on December 18, 2006

with their responsibilities as following;

1. The Audit Committee meeting has been held 3 times.

2. The Audit Committee has reviewed quarterly and annual financial statements of the

company in both adequate disclosure of the information and the accuracy of the reports.

The Audit Committee found no issues that may lead to the incompliance to the General

Accepted Accounting Principles.

3. The Audit Committee had exchanged their opinions and observations in consolidated

and separated financial statements, as well as, the sufficiency of internal controlling

system with the auditor.

4. The Audit Committee has attended the corporate trainings and related fields by

various institutions.

(Lt.Gen Phisal Thepsithar)

Chairman of Audit Committee

11 June 2007

116

2006

- p

rese

nt

1968

- 2

007

1988

- P

rese

nt

1989

- 2

006

1989

- P

rese

nt

1990

- P

rese

nt

1991

- P

rese

nt

1992

- P

rese

nt

1993

- P

rese

nt

2001

- P

rese

nt

Cha

irman

Man

agin

g D

irect

or

Dire

ctor

Man

agin

g D

irect

or

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

e

Posi

tion

Posi

tion

Posi

tion

Posi

tion

Posi

tion

1. M

r. K

eere

e K

arnj

anap

as/

C

hairm

an

Age

AgeAge

Age Age

(Yea

rs)

(Yea

rs)

(Yea

rs)

(Yea

rs)

(Yea

rs)

57

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Educ

atio

nEd

ucat

ion

Educ

atio

nEd

ucat

ion

Educ

atio

n

- - - - -

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

in th

ein

the

in th

ein

the

in th

e

Com

pany

Com

pany

Com

pany

Com

pany

Com

pany

68,8

19,4

10

Fam

ilyFa

mily

Fam

ilyFa

mily

Fam

ily

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

p

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

es

Fath

er o

fFa

ther

of

Fath

er o

fFa

ther

of

Fath

er o

f

Mr.

kavi

nM

r. ka

vin

Mr.

kavi

nM

r. ka

vin

Mr.

kavi

n

Kan

jana

pas

Kan

jana

pas

Kan

jana

pas

Kan

jana

pas

Kan

jana

pas

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rsW

orki

ng E

xper

ienc

e D

urin

g th

e Pa

st o

f 5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rsW

orki

ng E

xper

ienc

e D

urin

g th

e Pa

st o

f 5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rs

Tana

yong

PC

L.

Tana

yong

PC

L.

Mue

ngth

ong

Apa

rtmen

t Co.

, Ltd

.

Hw

a K

ay T

hai (

Thai

land

) C

o., L

td.

Uni

ted

Ban

gkok

Dev

elom

pent

Co.

, Ltd

.

Sara

buri

Prop

erty

Co.

, Ltd

.

Siam

pagi

ng a

nd C

omm

unic

atio

n

Co.

, Ltd

.

Tana

yong

Pro

perty

Man

agem

ent

Co.

, Ltd

.

Thep

prat

arn

Prop

erty

Co.

, Ltd

.

Dna

l Co.

, Ltd

.

Than

a C

ity G

olf A

nd C

ount

ry C

lub

Co.

,

Ltd.

Tana

yong

Foo

d an

d B

ever

age

Co.

, Ltd

.

The

Exch

ange

Squ

are

Co.

, Ltd

.

Ban

gkok

Mas

s Tr

ansi

t Sys

tem

PC

L.

Mue

ngth

ong

Lake

side

Res

taur

ant

Co.

, Ltd

.

Sam

paop

etch

Co.

, Ltd

.

Tim

e R

egen

cy C

o., L

td.

Perio

dPo

sitio

nN

ame

of C

ompa

ny

117

2006

- P

rese

nt

1999

- P

rese

nt

2006

- P

rese

nt

Pres

ent

1994

- 1

999

1992

- 1

993

1980

- 1

993

1988

- 1

990

1985

- 1

988

1979

- 1

985

Exec

utiv

e D

irect

or

Man

agin

g D

irect

or

Dep

uty

Man

agin

g

Dire

ctor

Proj

ect D

irect

or

Man

agin

g D

irect

or

Ass

ista

nce

Man

agin

g

Dire

ctor

Exec

utiv

e D

irect

or

Vic

e Pr

esid

ent

Seni

or V

ice

Pres

iden

t

Exec

utiv

e D

irect

or

Exec

utiv

e D

irect

or

Dire

ctor

Arc

hite

ct

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

gD

etai

ls o

f Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of T

anay

ong

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

gD

etai

ls o

f Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of T

anay

ong

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

g

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

e

Posi

tion

Posi

tion

Posi

tion

Posi

tion

Posi

tion

2. M

r. K

avin

Kan

jana

pas

/

Man

agin

g D

irect

or

3. M

r. Su

tham

Siri

tipsa

korn

/ D

eput

y M

anag

ing

Dire

ctor

Age

Age

Age

Age

Age

(Yea

rs)(Y

ears)

(Yea

rs)(Y

ears)

(Yea

rs)

32 51

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Educ

atio

nEd

ucat

ion

Educ

atio

nEd

ucat

ion

Educ

atio

n

- - -

- -

B.S

ci(A

rch)

(1st

Hon

orar

y

Deg

ree)

Chu

lalo

ngko

rn

Uni

vers

ity

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

in th

ein

the

in th

ein

the

in th

e

Com

pany

Com

pany

Com

pany

Com

pany

Com

pany

-

Fam

ilyFa

mily

Fam

ilyFa

mily

Fam

ily

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

p

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

es

Son

of M

r. K

eree

Kan

jana

pas

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rsW

orki

ng E

xper

ienc

e D

urin

g th

e Pa

st o

f 5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rsW

orki

ng E

xper

ienc

e D

urin

g th

e Pa

st o

f 5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rs

VG

I Glo

bal M

edia

Co.

, Ltd

.

Tana

yong

PC

L.

Tana

yong

PC

L.

VG

I Glo

bal M

edia

Co.

, Ltd

.

Suth

am A

rchi

tect

and

Ass

ocia

te C

o., L

td.

Sing

ha L

and

PCL.

Siam

Boa

rd C

astin

g an

d C

omm

unic

atio

n

Co.

, Ltd

.

Ban

gkok

Mas

s Tr

ansi

t Sys

tem

PC

L.

Tana

yong

PC

L.

Hw

a K

ay T

hai (

Thai

land

) C

o., L

td.

Hw

a K

ay T

hei H

oldi

ng H

ong

Kon

g

Co.

, Ltd

.

Tao

Ho

Des

ign

Arc

hite

ct C

o., L

td.

Hon

g K

ong

Arc

hite

ct 6

1 Si

ngap

ore

Perio

dPo

sitio

nN

ame

of C

ompa

ny

118

2006

- P

rese

nt

1997

- 2

006

1997

- Pr

esen

t

1998

- P

rese

nt

2001

- P

rese

nt

2004

- 2

006

2001

- P

rese

nt

2001

- 2

006

Dep

uty

Man

agin

g

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Dire

ctor

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

Det

ails

of

Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of

Tana

yong

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

e

Posi

tion

Posi

tion

Posi

tion

Posi

tion

Posi

tion

4. M

r. R

angs

in K

rital

ug

Dep

uty

Man

agin

g

Dire

ctor

5. M

r. K

om

Pano

mre

ongs

ak/

D

irect

or

Age

AgeAge

Age Age

(Yea

rs)

(Yea

rs)

(Yea

rs)

(Yea

rs)

(Yea

rs)

45 68

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Educ

atio

nEd

ucat

ion

Educ

atio

nEd

ucat

ion

Educ

atio

n

MB

A,

Tham

mas

art

Uni

vers

ity

MB

A o

f

Fina

nce

NID

A

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

in th

ein

the

in th

ein

the

in th

e

Com

pany

Com

pany

Com

pany

Com

pany

Com

pany

- -

Fam

ilyFa

mily

Fam

ilyFa

mily

Fam

ily

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

p

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

es

- -

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Tana

yong

PC

L.

Tana

yong

PC

L.

Thep

prat

arn

Prop

erty

Co.

, Ltd

.

The

Exch

ange

Squ

are

Co.

, Ltd

.

Than

a Ci

ty G

olf a

nd C

ount

ry C

lub

Co.,

Ltd

Uni

ted

Ban

gkok

Dev

elop

men

t Co.

, Ltd

.

Sara

buri

Prop

erty

Co.

, Ltd

.

Tana

yong

Foo

d an

d B

ever

age

Co.

, Ltd

.

Sam

paop

etch

Co.

, Ltd

.

Mue

ngth

ong

Lake

side

Res

taur

ant

Co.

, Ltd

.

Tim

e St

atio

n C

o., L

td.

Tana

yong

Pro

perty

Man

agem

ent

Co.

, Ltd

.

Yon

gsu

Co.

, Ltd

.

Dna

l Co.

, Ltd

.

Hw

a K

ay T

hai (

Thai

land

) C

o., L

td.

Tana

yong

PC

L.

Mue

ngth

ong

Apa

rtmen

t Co.

, Ltd

.

Hw

a K

ay T

hai (

Thai

land

) C

o., L

td.

Perio

dPo

sitio

nN

ame

of C

ompa

ny

119

Pres

ent

1999

- P

rese

nt

Pres

ent

Pres

ent

2000

– P

rese

nt

Dire

ctor

Dire

ctor

Dire

ctor

Man

agin

g D

irect

or

Dire

ctor

Cha

irman

Cha

irman

Dire

ctor

Dire

ctor

CEO

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

gD

etai

ls o

f Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of T

anay

ong

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

gD

etai

ls o

f Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of T

anay

ong

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

g

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

e

Posi

tion

Posi

tion

Posi

tion

Posi

tion

Posi

tion

6. M

r. K

ong

Chi

Keu

ng /

D

irect

or

7. D

r. Pa

ul Y

.L. T

ong

/

D

irect

or

8. M

r. A

bdul

hake

em

Kam

kar A

bdul

huss

ain

Ali

Dire

ctor

Age

Age

Age

Age

Age

(Yea

rs)(Y

ears)

(Yea

rs)(Y

ears)

(Yea

rs)

32 66 46

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Educ

atio

nEd

ucat

ion

Educ

atio

nEd

ucat

ion

Educ

atio

n

BA

(Hon

orar

y

Deg

ree)

Uni

vers

ity

of G

reen

wic

h, U

K

B.S

ci

M.S

ci

PhD

.(En

g)

Mas

ter G

egre

e

Urb

an&

Reg

iona

l

Plan

ning

, Gra

duate

Scho

ol o

f Pub

lic

and

Inte

rnat

iona

l

Affa

irs, F

rom

Uni

vers

ity o

f

Pitts

burg

h,U

SA

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

in th

ein

the

in th

ein

the

in th

e

Com

pany

Com

pany

Com

pany

Com

pany

Com

pany

- -

Fam

ilyFa

mily

Fam

ilyFa

mily

Fam

ily

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

p

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

es

- -

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rsW

orki

ng E

xper

ienc

e D

urin

g th

e Pa

st o

f 5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rsW

orki

ng E

xper

ienc

e D

urin

g th

e Pa

st o

f 5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rs

Tana

yong

PC

L.

VG

I Glo

bal M

edia

Co.

, Ltd

.

Tana

yong

PC

L.

Hip

Hin

g C

onst

ruct

ion

Co.

, Ltd

.

New

Wor

ld S

ervi

ce M

anag

emen

t

Co.

, Ltd

.

Ban

gkok

Mas

s Tr

ansi

t Sys

tem

PC

L.

Pars

ons

Brin

kerh

off A

sia

Paci

fic

Cho

ngba

ng H

oldi

ngs

Lim

ited

Tana

yong

PC

L.

Dub

ai V

entu

res

Perio

dPe

riod

Perio

dPe

riod

Perio

dPo

sitio

nPo

sitio

nPo

sitio

nPo

sitio

nPo

sitio

nN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

ny

120

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

e

Posi

tion

Posi

tion

Posi

tion

Posi

tion

Posi

tion

9. M

r. D

ato’

Am

in R

afie

O

thm

an /

Dire

ctor

10. M

r. C

heun

g C

he K

in /

Dire

ctor

11. L

t.Gen

.Phi

sal

The

psitt

har

C

hairm

an o

f Aud

it

C

omm

ittee

12. D

r.Ana

t Arb

habh

iram

a

Aud

it C

omm

ittee

&

Inde

pend

ent C

omm

ittee

13. P

ol.M

aj.G

en V

ara

Ieam

mon

gkol

Aud

it C

omm

ittee

&

Inde

pend

ent C

omm

ittee

Hig

hest

Edu

catio

nH

ighe

st E

duca

tion

Hig

hest

Edu

catio

nH

ighe

st E

duca

tion

Hig

hest

Edu

catio

n

BA

(Ec

on)

(Hon

orar

y D

egre

e)

MB

A, C

ity

Uni

vers

ity o

f

Lond

on, U

K

MB

A,T

ham

mas

art

Uni

vers

ity

PhD

.(En

g)

Uni

vers

ity o

f

Col

orad

o

B.S

ci

Chu

lalo

ngko

rn

Roy

al M

ilita

ry

Aca

dem

y

Dire

ctor

Man

agin

g D

irect

or

CEO

Man

agin

g D

irect

or

Exec

utiv

e D

irect

or

Dire

ctor

Gen

eral

Man

ager

Dire

ctor

Pres

iden

t / C

EO

Cha

irman

Cha

irman

of A

udit

Inde

pend

ent C

omm

ittee

Man

agin

g D

irect

or

Adv

isor

of D

irect

or

Aud

it C

omm

ittee

Inde

pend

ent C

omm

ittee

Aud

it C

omm

ittee

Inde

pend

ent C

omm

ittee

Pres

ent

Pres

ent

2000

– P

rese

nt

1992

– 1

996

1996

– P

rese

nt

1998

– P

rese

nt

1998

– P

rese

nt

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

gD

etai

ls o

f Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of T

anay

ong

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

gD

etai

ls o

f Dire

ctor

s, E

xecu

tive

Com

mitt

ees,

and

Man

agem

ents

of T

anay

ong

Det

ails

of D

irect

ors,

Exe

cutiv

e C

omm

ittee

s, a

nd M

anag

emen

ts o

f Tan

ayon

g

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7A

s of

Mar

ch 3

1, 2

007

As

of M

arch

31,

200

7

Age

Age

Age

Age

Age

(Yea

rs)(Y

ears)

(Yea

rs)(Y

ears)

(Yea

rs)

48 39 75 68 72

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

in th

ein

the

in th

ein

the

in th

e

Com

pany

Com

pany

Com

pany

Com

pany

Com

pany

- -

500,

000

500,

000

Fam

ilyFa

mily

Fam

ilyFa

mily

Fam

ily

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

p

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

es

- - - -

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rsW

orki

ng E

xper

ienc

e D

urin

g th

e Pa

st o

f 5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rsW

orki

ng E

xper

ienc

e D

urin

g th

e Pa

st o

f 5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of 5

Yea

rs

Tana

yong

PC

L.

DIG

Asi

a Sd

n, B

hd.

May

ban

Inve

smen

t Sdn

, Bhd

.

PJB

Cap

ital S

dn B

hd.

Smith

Zai

n Se

curit

ies

Ras

hid

Hus

sain

Ass

et M

anag

emen

t

Mat

tra B

erha

d

Tana

yong

PC

L.

Gre

en S

alt G

roup

Lim

ited

Oin

ghai

Pro

vinc

e Sa

lt In

dust

ry L

imite

d

Tana

yong

PC

L.

Ban

gkok

Mas

s Tr

ansi

t Sys

tem

PC

L

Ban

gkok

Mas

s Tr

ansi

t Sys

tem

PC

L

Tana

yong

PC

L

Tana

yong

PC

L.

Perio

dPe

riod

Perio

dPe

riod

Perio

dPo

sitio

nPo

sitio

nPo

sitio

nPo

sitio

nPo

sitio

nN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

ny

-

121

2001

- P

rese

nt

1996

- 2

001

1994

- 1

996

Pres

ent

2006

2005

1997

- 2

004

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

eN

ame-

Surn

ame

Nam

e-Su

rnam

e

Posi

tion

Posi

tion

Posi

tion

Posi

tion

Posi

tion

1. M

rs. D

uang

kam

ol

C

haic

hana

kajo

rn

2. M

s. A

ncha

na

R

ojvi

boon

chai

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Hig

hest

Educ

atio

nEd

ucat

ion

Educ

atio

nEd

ucat

ion

Educ

atio

n

MB

A,

Tham

mas

art

Uni

vers

ity

MB

A

Uni

vers

ity o

f

Cal

iforn

ia

Acc

ount

Dire

ctor

AV

P A

ccou

ntin

g

AV

P Fi

nanc

e an

d

Adm

inis

tratio

n

Fina

nce

Dire

ctor

Inde

pend

ent F

inan

cial

Adv

isor

Exec

utiv

e V

ice

Pres

iden

t of F

inan

ce

and

Acc

ount

ing

Ass

ista

nce

Vic

e

Pres

iden

t, Fi

nanc

e

Det

ails

of E

xecu

tive

Offi

cers

Det

ails

of E

xecu

tive

Offi

cers

Det

ails

of E

xecu

tive

Offi

cers

Det

ails

of E

xecu

tive

Offi

cers

Det

ails

of E

xecu

tive

Offi

cers

On

Mar

31,

200

7O

n M

ar 3

1, 2

007

On

Mar

31,

200

7O

n M

ar 3

1, 2

007

On

Mar

31,

200

7

Age

Age

Age

Age

Age

(Yea

rs)(Y

ears)

(Yea

rs)(Y

ears)

(Yea

rs)

47 41

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

Shar

ehol

ding

in th

ein

the

in th

ein

the

in th

e

Com

pany

Com

pany

Com

pany

Com

pany

Com

pany

- -

Fam

ilyFa

mily

Fam

ilyFa

mily

Fam

ily

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

pR

elat

ions

hip

Rel

atio

nshi

p

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

esw

ith E

xecu

tives

with

Exe

cutiv

es

- -

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Wor

king

Exp

erie

nce

Dur

ing

the

Past

of

5 Y

ears

Tana

yong

PC

L.

Thai

Wah

PC

L.

Lagu

na R

esor

t and

Hot

el P

CL.

Tana

yong

PC

L.

Gra

nd A

sset

Dev

elop

men

t PC

L.

Ban

gkok

Mas

s Tr

ansi

t Sys

tem

PC

L.

Perio

dPe

riod

Perio

dPe

riod

Perio

dPo

sitio

nPo

sitio

nPo

sitio

nPo

sitio

nPo

sitio

nN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

nyN

ame

of C

ompa

ny

122

Risk FactorRisk FactorRisk FactorRisk FactorRisk Factor1.1 Business Operational Risk1.1 Business Operational Risk1.1 Business Operational Risk1.1 Business Operational Risk1.1 Business Operational Risk

After the Company entered business rehabilitation plan until now, it has been operated with three

directions of business operation as following;

1.1.1 Develop both of low-rise and high-rise residential housing project for sale, long-term leasing and

short-term leasing- After refinancing and debt pay-off according to business rehabilitation plan, the

Company has utilized and developed all of its assets, land and projects which are not in liability.

The development varies in different way to meet marketing demand. As all of the assets are free

from liability, the Company consequently has low expenses and investment costs. Moreover, the

development also help the Company gains more income and short-term profit.

1.1.2 Develop hospitality, recreation and other related projects - Since the end of fiscal year 2006,

after the Company accomplished rehabilitation plan and finally terminate from

business rehabilitation plan in November 2006, the Company has had new foreign joint

ventures to help strengthen and expand its business in various fields. Furthermore, the Company

has decided to keep developing its hospitality projects in order to gain more incomes in long term.

1.1.3 Project manegment - During the beginning of fiscal year 2006, The Company, during Comply

with the rehabilitation plan approved by the creditors and the central Bankreeptcy Cradit

has contracted with National Housing Authority (NHA) to operate low-cost residential

housing project. This project has total value of 8,400 million Baht with 20,000 units and approxi-

mately 10,000 units, is on the process and the remaining 10,000 units were postponed and are all

expected to start the process from 2008 onward.

1.2 Project Cost1.2 Project Cost1.2 Project Cost1.2 Project Cost1.2 Project CostIn the early stage of remaining asset development for sale or leasing, the Company has only

renovated existing residential housing and building projects with no construction and investment in any

huge project. Thus, the Company has no project cost investment risk factors despite the volatility of

construction costs due to oil price. Furthermore, the price of low-cost residential housing project, which

has been proceeded for a period of time, is clearly settled with realization of business factors and any

effects which might occur. Therefore, it is expected that the Company will not much be affected by

project cost risk.

123

1.3 Financial, Interest Rate and Exchange Rate Risk1.3 Financial, Interest Rate and Exchange Rate Risk1.3 Financial, Interest Rate and Exchange Rate Risk1.3 Financial, Interest Rate and Exchange Rate Risk1.3 Financial, Interest Rate and Exchange Rate RiskAfter business rehabilitation completed, the Company has a few liabilities which mostly remains

un-paid from rehabilitation plan and must be paid off within 4 years. However, the remaining liabilities

are in Thai Baht which have exact amount with no interest during payment period. Therefore, the

Company definitely has no risk of financial, and interest rate, and exchange rate

1.4 Credit Risk1.4 Credit Risk1.4 Credit Risk1.4 Credit Risk1.4 Credit RiskSince most projects of the Company has focused on middle to high level market which are

reliable and have good debt payment status, it is expected that the Company will not be affected by credit

risk.

1.5 Rehabilitation Risk1.5 Rehabilitation Risk1.5 Rehabilitation Risk1.5 Rehabilitation Risk1.5 Rehabilitation RiskAfter completed business rehabilitation plan approved by the Central Bankruptcy Court on April

24, 2006, the company has later terminated from rehabilitation plan on November 14, 2006 and

changed its capital registered from 3,677,468,400 Baht (367,746,840 shares; 10 baht each) to

5,333,333,333 Baht (5,333,333,333 shares; 1 Baht each). The Company has almost paid off all

debt, however, there have been still a few debt to be paid on due. The termination from rehabilitation

plan without any objection from creditors to the Supreme Court consequently returns authorization to its

old management. The creditors who have not submitted petition for debt payment according to rehabili-

tation process are considered to abandon their rights. Thus, the Company has no any risk of rehabilita-

tion.

1.6 Risk of Being delisted from Stock Exchange of Thailand (SET)1.6 Risk of Being delisted from Stock Exchange of Thailand (SET)1.6 Risk of Being delisted from Stock Exchange of Thailand (SET)1.6 Risk of Being delisted from Stock Exchange of Thailand (SET)1.6 Risk of Being delisted from Stock Exchange of Thailand (SET)After the Company terminate itself from business rehabilitation plan on November 14, 2006,

the Company has submitted letter to SET for returning to real estate business sector, after finished the

investigation of the Company’s information in accordance with SET regulations. The Company returned

to stock market in December 2006. Therefore, the risk of being delisted from Stock Exchange of

Thailand (since the Company has listed in Non-Performing Group on July 3, 2006) has ended.

Shareholding StructureShareholders

Name Lists of the largest shareholders 10 persons, as of December 19, 2006 Names of Shareholders Number of Share % 1. THAILAND SECURITIES DEPOSITORY 2,190,577,729 41.07 COMPANY LIMITED FOR DEPOSITORS 2. K 2 J HOLDING COMPANY LIMITED 2,000,000,000 37.50 3. COMPANY LIMITED FOR DEPOSITORS 385,643,932 7.23 THAILAND SECURITIES DEPOSITORY 4. TANAYONG FOOD AND BEVERAGE CO.,LTD. 276,841,660 5.19 5. MR.CHENG YU TUNG 132,199,289 2.48 6. MR.KEEREE KANJANAPAS 68,819,410 1.29 7. AMSFIELD HOLDINGS PTE. LTD. 68,627,186 1.29 8. KIATNAKIN BANK PUBLIC COMPANY LIMITED 42,533,321 0.80 9. CROSSVENTURE HOLDINGS LIMITED 35,390,867 0.66 10.MUENG THONG APARTMENT CO.,LTD 23,557,292 0.44 Dividend Payment Policy

Dividends policy for shareholder is at the rates of 50 percentages of the net profit after tax of each year and will be paid in the next fiscal year by consideration with cash flow from operation.

History of Dividends payment compare with the profit net in the past 3 years from 2004/05 to 2005/06 and 2006/07

2006/07 2005/06 2004/05

Earnings per shares 9.22 (0.84) (4.88)

Dividend per share - - - Par value per share 1.00 1.00 10.00 Rate of dividend (%) 0 0 0

Page 124

125

Fina

nce

(3)

Boa

rd o

f Dire

ctor

s

Aud

it C

omm

ittee

Exec

utiv

e B

oard

The

Offi

ce o

f the

MD

.

LEG

AL/

HR/

IT/A

DM

Man

agin

g D

irect

or

Dep

uty

Man

agin

g

Dire

ctor

Dep

uty

Man

agin

g D

irect

orEx

ecut

ive

Dire

ctor

Acc

ount

ing

& F

inan

ce

Ass

et M

anag

emen

t

(25)

Spec

ial P

roje

ctM

anag

emen

t (6)

Proj

ect M

anag

emen

t

(8)

Proj

ect D

evel

opm

ent

(6)

Mar

ketin

g

(2)

Sale

s

(8)

Acc

ount

ing

(8)

126

Management StructureManagement StructureManagement StructureManagement StructureManagement StructureAs of March 31, 2007, the Companyûs management structure consists of 3 comittees namely; theBoard of Directors, the Audit Committee and the Executive Committee as the following details:

Board of Directors consists of 13 directors, namely:Board of Directors consists of 13 directors, namely:Board of Directors consists of 13 directors, namely:Board of Directors consists of 13 directors, namely:Board of Directors consists of 13 directors, namely:1. Mr. Keree Kanjanapas Chairman of the Board2. Mr. Kavin Kanjanapas Managing Director3. Mr. Sutham Siritipsakorn Deputy Managing Director4. Mr. Rangsin Kritalug Deputy Managing Director5. Mr. Kom Panomreongsak Director6. Mr. Kong Chi Keung Director7. Mr. Abdulhakeem Kamkar Director8. Datoû Amin Rafie Othman Director9. Dr. Paul Tong Director10. Mr. Cheung Che Kin Director11. Lt. Gen. Phisal Thepsithar Independent Director & Chairman of Audit Committee12. Dr. Anat Arbhabhirama Independent Director& Audit Committee13. Pol. Maj.Gen. Vara Ieammongkol Independent Director & Audit Committee

Authorized DirectorsAuthorized DirectorsAuthorized DirectorsAuthorized DirectorsAuthorized Directors shall be 6 Persons as follows: shall be 6 Persons as follows: shall be 6 Persons as follows: shall be 6 Persons as follows: shall be 6 Persons as follows: A B

1. Mr. Keree Kanjanapas 4. Mr. Sutham Siritipsakorn2. Mr. Kavin Kanjanapas 5. Mr. Kong Chi Keung3. Mr. Rangsin Kritalug 6. Mr. Kom PanomreongsakçNames and numbers of the authorized directors are of director in group A jointly signs with

one of directors in group B together with Companyûs seal affixed.é

127

Scope of Authority and Responsibility of the Executive CommitteeScope of Authority and Responsibility of the Executive CommitteeScope of Authority and Responsibility of the Executive CommitteeScope of Authority and Responsibility of the Executive CommitteeScope of Authority and Responsibility of the Executive CommitteeThe authority and responsibility of the Executive Committee are of company general anagement.

Any matter beyond his/her own authority will be brought to the Executive Committee meeting for approval.

The Audit CommitteeThe Audit CommitteeThe Audit CommitteeThe Audit CommitteeThe Audit CommitteeAs of March 31, 2007; consists of 3 persons as follows:-

1. Lt.Gen.. Phisal Thepsithar Chairman of Audit Committee2. Dr.Anat Arbhabhirama Audit Committee3. Pol.Maj.Gen. Vara Ieammongkol Audit Committee

Procurement and Selection Method for Appointment of Directors and ManagementsProcurement and Selection Method for Appointment of Directors and ManagementsProcurement and Selection Method for Appointment of Directors and ManagementsProcurement and Selection Method for Appointment of Directors and ManagementsProcurement and Selection Method for Appointment of Directors and ManagementsThe method of procurement and selection for the Directors and the Managements will be determinedin the meeting of Board of Director.

Management Remuneration And Other RemunerationdManagement Remuneration And Other RemunerationdManagement Remuneration And Other RemunerationdManagement Remuneration And Other RemunerationdManagement Remuneration And Other RemunerationdDirectors RemunerationDirectors RemunerationDirectors RemunerationDirectors RemunerationDirectors RemunerationFrom April 1, 2006 to March 31, 2007, there was remuneration of 13 directors as follows;

515,000

80,000

80,000

490,000

490,000

80,000

80,000

80,000

80,000

80,000

490,000

490,000

490,000

Meeting Allowances

1. Mr.Keree Kanjanapas

2. Mr. Kavin Kanjanapas

3. Mr. Sutham Siritipsakorn

4. Mr. Rangsin Kritalug

5. Mr. Kom Panomreongsak

6. Mr. Kong Chi Keung

7. Mr. Abdulhakeem Kamkar

8. Datoû Amin Rafie Othman

9. Dr. Paul Tong

10. Mr. Cheung Che Kin

11. Lt. Gen.Phisal Thepsithar

12. Pol. Maj.Gen Vara Ieammongkol

13. Dr. Anat Arbhabhirama

Year of 2006/07

128

Scope of Authority and Responsibility of the Executive CommitteeScope of Authority and Responsibility of the Executive CommitteeScope of Authority and Responsibility of the Executive CommitteeScope of Authority and Responsibility of the Executive CommitteeScope of Authority and Responsibility of the Executive CommitteeThe authority and responsibility of the Executive Committee are of company general manage-

ment. Any matter beyond his/her own authority will be brought to Board of Directorsû meeting forapproval.

The Audit CommitteeThe Audit CommitteeThe Audit CommitteeThe Audit CommitteeThe Audit CommitteeAs of March 31, 2007, consists of 3 persons as following:

1. Lt.Gen. Phisal Thepsithar Chairman of Audit Committee2. Dr. Anat Arbhabhirama Audit Committee3. Pol.Maj.Gen. Vara Ieammongkol Audit Committee

Scope of Authority and Responsibilities of the Audit CommitteeScope of Authority and Responsibilities of the Audit CommitteeScope of Authority and Responsibilities of the Audit CommitteeScope of Authority and Responsibilities of the Audit CommitteeScope of Authority and Responsibilities of the Audit Committee1. To review the Companyûs financial reports, internal controls and internal audit functions.2. To review the Companyûs compliance with laws and regulations.3. To consider, select and nominate the Companyûs external auditors and their remuneration.4. To review the Companyûs disclosure in connected transactions, or any potential conflicts of interest.5. To prepare the audit committee report.6. To perform other duties as assigned by the Board.

Procurement and Selection Method for appointment of Directors and ManagementsProcurement and Selection Method for appointment of Directors and ManagementsProcurement and Selection Method for appointment of Directors and ManagementsProcurement and Selection Method for appointment of Directors and ManagementsProcurement and Selection Method for appointment of Directors and ManagementsThe method of procurement and selection for the Directors and the Managements will be determinedin the meeting of Board of Directors.

Management Remuneration And Other RemunerationsManagement Remuneration And Other RemunerationsManagement Remuneration And Other RemunerationsManagement Remuneration And Other RemunerationsManagement Remuneration And Other RemunerationsDirectors RemunerationDirectors RemunerationDirectors RemunerationDirectors RemunerationDirectors RemunerationFrom April 1, 2006 to March 31, 2007, there was remuneration of 13 directors as follows:

515,000

80,000

80,000

490,000

490,000

80,000

80,000

80,000

80,000

80,000

490,000

490,000

490,000

Meeting Allowances

1. Mr. Keree Kanjanapas

2. Mr. Kavin Kanjanapas

3. Mr. Sutham Siritipsakorn

4. Mr. Rangsin Kritalug

5. Mr. Kom Panomreongsak

6. Mr. Kong Chi Keung

7. Mr. Abdulhakeem Kamkar

8. Datoû Amin Rafie Othman

9. Dr. Paul Tong

10. Mr. Cheung Che Kin

11. Lt.Gen. Phisal Thepsithar

12. Pol.Maj.Gen Vara Ieammongkol

13. Dr. Anat Arbhabhirama

Year of 2006/07

129

Management RemunerationManagement RemunerationManagement RemunerationManagement RemunerationManagement RemunerationThere has been a remuneration of 7 persons of the management i.e. Managing Director and

the first four managements listed after the Managing Director, as details below:

CoCoCoCoCorporate Governancerporate Governancerporate Governancerporate Governancerporate GovernanceThroughout the past years, the Company has operated its business with 15 rules of corporate

governance as regulated by The Stock Exchange of Thailand.

Use of Inside InformationUse of Inside InformationUse of Inside InformationUse of Inside InformationUse of Inside InformationThe Company had informed the directiors and excutives to comply with the rules and regula-

tions of Securities and Exchange Commission and the provisions of The Stock Exchange of Thailand as

follows;

1. The management must report the change of securities holding to Thailand Securities and

Exchange Commission, in accordance with section 59 of The Securities and Exchange

Acts 1992, and send a copy of this report to the Company on the same day.

2. The management are not allowed to use company internal information for purpose of stock

trading. In case the stock trading occurred, it must be informed to The Securities and

Exchange Commission within 3 days and all important information must not be disclosed to

the outsiders before reporting to The Stock Exchange of Thailand.

Number of PersonNumber of PersonNumber of PersonNumber of PersonNumber of Person Total Remuneration (MB)Total Remuneration (MB)Total Remuneration (MB)Total Remuneration (MB)Total Remuneration (MB)

Monthly Salary 7 14

Year of 2006 (Apr 1, 2006 - Mar 31, 2007)Year of 2006 (Apr 1, 2006 - Mar 31, 2007)Year of 2006 (Apr 1, 2006 - Mar 31, 2007)Year of 2006 (Apr 1, 2006 - Mar 31, 2007)Year of 2006 (Apr 1, 2006 - Mar 31, 2007)

130

Report on Internal Control System by the AuditorReport on Internal Control System by the AuditorReport on Internal Control System by the AuditorReport on Internal Control System by the AuditorReport on Internal Control System by the Auditor

30 May 2007

Subject : Report on Accounting Internal Control System.

To : The Board of Directors,

Tanayong Public Company Limited

Regarding the audit of financial statements of Tanayong Public Company Limited for the year

ended March 31, 2007 as reported dated on May 29, 2007. To obtain the opinion that such financial

statement and the operational results are regulated in accordance with Generally Accepted Accounting

Principles. The proper scope of review has been based on the assessment of Companyûs internal control

system which the Auditor didnût find any material irregularities in such system that may effect the

financial statements and reports of the Company. Any other immaterial suggestions to the opinion will

be described in another letter later.

Nevertheless, the review has been tested on a sampling basis and the assessment of Companyûs

internal controlling system is purposed for the audit only, thus may not represent the overview of defects

that may exist in the controlling system of the Company.

Faithfully yours,

- Supachai Panyawattano -

Certified Public Accountant No. 3930

131

Related Company TransactionsRelated Company TransactionsRelated Company TransactionsRelated Company TransactionsRelated Company Transactions- Please see Notes to Consolidated Financial Statement No. 15, 25 and 26

The Financial Status and Operational Results Explanation and Analysis Operational Overview in TheThe Financial Status and Operational Results Explanation and Analysis Operational Overview in TheThe Financial Status and Operational Results Explanation and Analysis Operational Overview in TheThe Financial Status and Operational Results Explanation and Analysis Operational Overview in TheThe Financial Status and Operational Results Explanation and Analysis Operational Overview in The

Past 3 YearsPast 3 YearsPast 3 YearsPast 3 YearsPast 3 Years

Summary of Auditor ReportSummary of Auditor ReportSummary of Auditor ReportSummary of Auditor ReportSummary of Auditor Report

For the year ended of March 31, 2007For the year ended of March 31, 2007For the year ended of March 31, 2007For the year ended of March 31, 2007For the year ended of March 31, 2007

The auditor had expressed the unqualified opinions on the Financial Statement report.


The auditor was unable to express an opinion on the financial statements because of the

significant uncertainties regrading the successful inplementation of the Company's rehabilitation plan

and the going concern issues of the Company and its subsidiary companies.


The auditor was unable to express an opinion on the financial statements beause of the

significant uncertainties regarding the successful implementation of the company's rehabilitation plan,

the going concern issues of the Company and its subsidiary companies, the uncertainties of debt

restructuring of one subsidiary and the operation of one associated company which was not audited by its

auditor.

132

The Financial Status of the Company and its SubsidiariesThe Financial Status of the Company and its SubsidiariesThe Financial Status of the Company and its SubsidiariesThe Financial Status of the Company and its SubsidiariesThe Financial Status of the Company and its SubsidiariesAs at March 31, 2007, total assets of the Company and its subsidiaries decreased from last year

amounting Baht 153 milion on 2%. It was mainly due to the change the accounting policy regarding the

method of valuing some categries of properties, plant and equipment, from cost to revalued amount

totalling Baht 1,557 million net of the decrease in investment in subsidiary companies awaiting transfer

under rehabilitation plan and the decrease of assets awaiting transfer under rehabilitation plan of Baht

1,203 and 293 million, consequently.

Total liabilities of the Company and its subsidiaries decreased from last year amounting Baht

30,457 million on 86%, It was mainly due to debt settlement to the creditors rehabilitation plan Baht

30,397 million and repayment of advance received from transfer of subleasing agreement Baht 133

million.

Shareholders' equity of the Company and its subsidiaries increased from last year amounting

Baht 26,722 million. It was mainly due to net profit arising the compliance with the rehabilitation Baht

26,215 million.

The Operational Results of the Company and its SubsidiariesThe Operational Results of the Company and its SubsidiariesThe Operational Results of the Company and its SubsidiariesThe Operational Results of the Company and its SubsidiariesThe Operational Results of the Company and its Subsidiaries1. The decrease of revenue of Baht 888 million mainly due to the decrease of share of income from

investment accounted for under equity method-subsidiary companies awaiting transfer under

rehabilitaiton plan of Baht 2,706 million net of the increase of

1.1 Revenue from land procurement of low-cost residential housing projects arising from land

sold to NHA 3 projects; Najomtien, Hua Hin 3 and Bangbor 2 amounting Baht 502

million.

1.2 Reversal of liabilities in excess of amounts per Official Receiver's order amounting Baht

342 million.

1.3 Gain on transfer of assets for debt settlement amounting Baht 1,050 million.

2. The decrease of expenses of Baht 2,891 million mainly due to the decrease of doubtful debts of

Baht 3,299 million and loss on exchange rate of Baht 441 million net of the increase of

2.1 Cost of land procurement of low-cost residential housing projects of Baht 449 million.

2.2 Loss on provision for impairment of assets of Baht 3,415 million.

133

Report of Independent AuditorReport of Independent AuditorReport of Independent AuditorReport of Independent AuditorReport of Independent AuditorTo the Shareholders of Tanayong Public Company Limited

I have audited the accompanying consolidated balance sheet of Tanayong Public Company Limited andits subsidiary companies as at March 31, 2007, the related consolidated statements of income, changesin shareholdersû equity and cash flows for the year then ended, and the separate financial statements ofTanayong Public Company Limited for the same period. These financial statements are the responsibilityof the management of the Company and its subsidiary companies as to their correctness and thecompleteness of the presentation. My responsibility is to express an opinion on these financial statementsbased on my audit.I conducted my audit in accordance with generally accepted auditing standards. Those standards requirethat I plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financialstatement 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, thefinancial position of Tanayong Public Company Limited and its subsidiary companies and of TanayongPublic Company Limited as at March 31, 2007, the results of their operations, and cash flows for theyear then ended in accordance with generally accepted accounting principles.Without qualifying my opinion on the financial statements, I draw attention to the aforementionedfinancial statements as follows:1) The Company has uncertainties as to the Companyûs compliance with the rehabilitation plan, as

discussed in Note 6 to the financial statements. During the current year, the Company has followedmost of the significant mandatory terms and conditions stipulated in the rehabilitation plan,as follows :

a)a)a)a)a) Capital restructuringCapital restructuringCapital restructuringCapital restructuringCapital restructuringThe Company has allotted 4,800,000,000 additional ordinary shares with a Baht 1 par value,

134

totaling Baht 4,800,000,000 of these 4,266,666,667 ordinary shares were allocated to thenew investors at a price of Baht 0.50 each, or for a total of Baht 2,133,333,333.50, and533,333,333 ordinary shares were allocated to creditors per the rehabilitation plan. A total of276,841,660 of the ordinary shares are registered in the name of a subsidiary company, sincesome share certificates cannot be issued to the creditors as certain amounts of debts are not due,while some debts are pending final court judgement or the comptrollerûs orders. Consequently, thenumbers of shares allocated to each creditor is still uncertain as the debt ratio might be alteredto accord with final court judgement or comptrollerûs orders. Nevertheless, the Companyûsmanagement believes that the effect of the above will not impact on the Companyûs compliancewith the rehabilitation plan, since the above shares are deposited with the Central Bankruptcy Courtas guarantees of debt settlement according to the rehabilitation plan and the creditors will stillreceive 533,333,333 ordinary shares as stipulated in the rehabilitation plan.Subsequently on 25 December 2006, the Company allotted 1,213,606 ordinary shares registeredin the name of the subsidiary company to an associated company, as a creditor per rehabilitationplan, in settlement of due debt. Currently, 275,628,054 ordinary shares remain registered in thename of the subsidiary company.

Debt restructuringDebt restructuringDebt restructuringDebt restructuringDebt restructuringThe Company repaid most of its debts, amounting to Baht 4,355.8 million (Separate financialstatements : Baht 4,445.1 million) by means of cash repayment, allocation of the Companyûsadditionally issued shares to the creditors, and transfer of certain assets of the Company and othercompanies placed as collateral. In addition, the Company has deposited some of its assets and theshares of the Company in the name of a subsidiary company (as discussed in paragraph a)) with theDeposit of Property Central Office, the Legal Execution Department and the Central BankruptcyCourt as collateral for debt settlement. However, certain amounts of debt are pending the final courtjudgement or the comptrollerûs orders; the Company therefore deposited Baht 555.1 million ofcash with the Central Bankruptcy Court as guarantees for debt settlement, of which Baht 512.6million was provided as collateral for settlement of unsecured creditors. The cash deposits are Baht95.6 million lower than the highest debt amounts per the proportions which the Company isobliged to pay in accordance with the rehabilitation plan. The remaining cash deposits of Baht 42.5million are deposited as collateral for the settlement of secured creditors and unsecured creditors forwhich other partiesû assets are placed as security. Both are entitled to receive repayment in the formof ordinary shares of BTSC and some other assets of the Company and other parties, which theCompany did not transfer to the creditors but instead provided cash as a guarantee. The remainingcash deposits are Baht 416.5 million lower than the highest debt amount per the proportion atwhich the Company is obliged to transfer assets to the creditors in accordance with the rehabilitationplan. Moreover, the Company is in the process of negotiating the transfer of such assets with thecreditors to repay debts of Baht 3,089.2 million in accordance with the rehabilitation plan.

b)b)b)b)b)

135

The outstanding balances of the debts under the rehabilitation plan are Baht 4,767.5 million (Separatefinancial statements : Baht 4,768.6 million) and the Companyûs management believes that theCompany is capable of repaying the remainder within the due date stipulated in the rehabilitation planand that no additional debt beyond those already recorded in the accounts would arise becausethe Company recorded the debts while pending final court judgements or the comptrollers orders, inaccordance with the highest balance of debt payable at the proportion which the Company is obliged tosettle by payment or by the transfer of assets.On 7 November 2006 and 2 February 2007, the Company filed a request for the return of cashdeposited as collateral for debt settlement of the unsecured creditors with the Central Bankruptcy Courtsince the cash deposited with the Court by the Company was Baht 194.1 million in excess of the amountof debt to be settled. Subsequently on 12 January 2007 and 8 March 2007, the Company received thereturn of this cash from the Central Bankruptcy Court, leaving cash totaling Baht 318.5 million depositedas collateral for debt settlement of the unsecured creditors with the Court, which are still Baht 95.6million lower than the highest debt amounts at the proportion which the Company is obliged to pay inaccordance with the rehabilitation plan. Currently, the outstanding balance of cash deposited as collateralfor debt settlement is Baht 361.0 million.The Company lodged a petition to terminate the rehabilitation plan with the Central Bankruptcy Court on6 October 2006, the Central Bankruptcy Court consequently ordered the termination of the Companyûsbusiness rehabilitation on 14 November 2006.2) During the current year, the Company changed its accounting policy regarding its method of valuing

some categories of property, plant and equipment, from cost to revalued amount, as discussed inNote 5.7 and Note 21 to the financial statements. The values of such property, plant and equipmenthave not been restated since the values were appraised from current information and the Companydoes not have the information needed for a retrospective restatement.

I have previously audited the consolidated financial statements of Tanayong Public Company Limitedand its subsidiary companies for the year ended 31 March 2006, and the separate financial statementsof Tanayong Public Company Limited in accordance with generally accepted auditing standards andreported under my report dated 26 June 2006 that I was unable to express an opinion on the financialstatements referred to above, because of the significant uncertainties regarding the successful implemen-tation of the Companyûs rehabilitation plan and the going concern issues of the Company and itssubsidiary companies.

Ernst & Young Office LimitedBangkok : 29 May 2007

136

TANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESBALANCE SHEETSBALANCE SHEETSBALANCE SHEETSBALANCE SHEETSBALANCE SHEETS

AS AT 31 MARCH 2007 AND 2006AS AT 31 MARCH 2007 AND 2006AS AT 31 MARCH 2007 AND 2006AS AT 31 MARCH 2007 AND 2006AS AT 31 MARCH 2007 AND 2006 (Unit : Baht)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

Short-term investment

Accounts receivable - trade

Short-term loans and advances to related parties - net

Real estate development costs - net

Low-cost residential housing project development costs - net

Assets awaiting transfer under rehabilitation plan - net

Investments in subsidiary companies awaiting transfer

under rehabilitation plan - net

Other current assets

Advances for land procurement of low-cost residential housing projects

Advance for purchase of land

Other receivable - net

Others

TOTAL CURRENT ASSETS

NON-CURRENT ASSETS

Restricted deposits

Cash deposited as collateral for debt settlement

Loans to related parties - net

Investments accounted for under equity method - subsidiary companies

Investments accounted for under equity method - associated companies

Other long-term investments - net

Land held for future development - net

Property, plant and equipment - net

Leasehold rights - net

Condominiums and fixtures for lease - net

Non-current assets - others

TOTAL NON-CURRENT ASSETS

TOTAL ASSETS

The accompanying notes are an integral part of the financial statements.

Note

7

8

9

10

11

12

17

18

13

14

9

16

15

18

18

19

20

21

22

23

2006

99,169,774

14,489,964

1,313,467,554

7,245,679

1,602,954,892

1,427,433,984

121,000,000

37,220,831

9,865,537

4,632,848,215

6,047,423

408,939,829

248,865,486

4,901,587

635,311,000

849,036,563

5,600,000

400,537

2,159,102,425

6,791,950,640

2006

33,015,265

1,313,467,554

7,245,679

1,424,265,033

891,256,352

121,000,000

27,170,831

4,844,944

3,822,265,658

4,457,517

789,568,174

1,185,065,972

248,865,486

4,901,587

605,568,000

734,787,917

5,600,000

2,687,517

3,581,502,170

7,403,767,828

2007

80,189,543

1,078,518,025

169,673,608

1,154,904,775

195,874,939

1,000,000

65,000,000

23,821,519

21,955,427

2,790,937,836

1,488,294

361,040,688

347,246,264

185,770,072

111,789,194

571,108,686

2,255,600,877

11,637,897

204,002,151

2,815,100

4,052,499,223

6,843,437,059

2007

117,305,298

47,134,349

13,835,659

1,078,518,025

169,673,608

1,310,070,156

224,342,586

1,000,000

65,000,000

34,871,519

27,528,538

3,089,279,738

3,134,519

361,040,688

292,206,294

111,789,194

600,851,686

2,270,701,917

11,637,897

204,002,151

324,156

3,855,688,502

6,944,968,240

-- -

-- --

- -

- -

- -

--

- -

- -

Consolidated financial statementsConsolidated financial statementsConsolidated financial statementsConsolidated financial statementsConsolidated financial statements Separate financial statementsSeparate financial statementsSeparate financial statementsSeparate financial statementsSeparate financial statements

137

LIABILITIES AND SHAREHOLDERSû EQUITY

CURRENT LIABILITIES

Accounts payable - trade

Short-term loans and advances from related parties

Current portion of creditors per rehabilitation plan

Other current liabilities

Advance received from transfer of subleasing agreement

Advance received from employer and deferred construction revenues

Accrued expenses

Other payable

Current liabilities - others

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES

Creditors per rehabilitation plan - net of current portion

Loans from directors

Loans from related parties

Others

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

SHAREHOLDERSû EQUITY

Share capital

Registered

5,333,333,333 ordinary shares of Baht 1 each

Issued and fully paid

5,333,333,333 ordinary shares of Baht 1 each

(2006: 533,333,333 ordinary shares of Baht 1 each)

Paid-in capital

Premium on ordinary shares

Revaluation surplus

Companyûs shares held by subsidiary companies

Capital reserve on consolidation

Unrealised gain (loss) on changes in value of investment in

equity securities available for sales

Translation adjustment

Retained earnings

Appropriated - statutory reserve

Deficit

TOTAL SHAREHOLDERSû EQUITY (Capital deficit)

TOTAL LIABILITIES AND SHAREHOLDERSû EQUITY


Note

25

24

27

24

26

28

28

21,29

30

28

2006

12,993,155

11,428,535

35,164,643,174

133,333,320

33,405,126

41,359,708

34,940,078

35,432,103,096

1,483,994

10,235,435

14,326,475

26,045,904

35,458,149,000

5,333,333,333

533,333,333

7,599,757,298

14,623,362

(211,640)

(134,886,773)

365,563,524

(37,044,377,464)

(28,666,198,360)

6,791,950,640

2006

35,885,144,207

133,333,320

21,630,798

4,035,757

25,822,106

36,069,966,188

36,069,966,188

5,333,333,333

533,333,333

7,599,757,298

14,623,362

(211,640)

(134,886,773)

365,563,524

(37,044,377,464)

(28,666,198,360)

7,403,767,828

2007

4,021,247,432

68,667,664

29,825,833

32,614,073

4,152,355,002

747,380,202

747,380,202

4,899,735,204

5,333,333,333

5,333,333,333

2,021,302,379

(15,888,956)

2,685,013

628,927

(134,158,140)

(5,264,200,701)

1,943,701,855

6,843,437,059

2007

8,345,513

11,428,535

4,020,976,528

68,667,664

41,717,128

37,323,950

45,002,098

4,233,461,416

746,567,490

1,485,901

9,550,694

10,200,884

767,804,969

5,001,266,385

5,333,333,333

5,333,333,333

2,021,302,379

(15,888,956)

2,685,013

628,927

(134,158,140)

(5,264,200,701)

1,943,701,855

6,944,968,240

Consolidated financial statementsConsolidated financial statementsConsolidated financial statementsConsolidated financial statementsConsolidated financial statements

-

-

-

-

- -- -

-

- -

- -

- -- -

- -

- -- -

- -

TANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESBALANCE SHEETS BALANCE SHEETS BALANCE SHEETS BALANCE SHEETS BALANCE SHEETS (Continued)


Separate financial statementsSeparate financial statementsSeparate financial statementsSeparate financial statementsSeparate financial statements

138

2006

8,626,280

4,007,772,227

14,606,107

2,706,264,796

1,278,381,981

263,409,054

68,302,658

8,347,363,103

4,099,043

203,928,480

7,613,110,265

314,072,595

440,659,856

8,575,870,239

(228,507,136)

(221,303,199)

(449,810,335)

(449,810,335)

(0.84)

(0.84)

533,333,333

REVENUES

Revenues from sales of real estate

Revenues from land procurement of low-cost residential housing projects

Rental and service income

Hotel income

Other income

Share of income from investments accounted for under equity

method - subsidiary companies


method - associated companies


method - subsidiary companies awaiting transfer under rehabilitation plan

Reversal of liabilities in excess of amounts per comptrollerûs order

Gain on transfer of assets for debt settlement

Gain on sales of investment in associated company

Interest income

Others

TOTAL REVENUES

EXPENSES

Costs of sales of real estate

Costs of land procurement of low-cost residential

housing projects

Costs of rental and services

Costs of hotel operation

Selling, servicing and administrative expenses

Share of loss from investments accounted for under equity


Doubtful debts

Loss on provision for impairment of low-cost residential housing projects

Loss on provision for impairment of advance for purchase of land paid to

prior shareholders before acquisition of subsidiary company

Loss on provision for impairment of property, plant and equipment

Loss on provision for impairment of assets

Loss on adjustment of the value of loans according to

related companyûs rehabilitation plan

Loss on provision for loss on diminution in value of investments

Loss on exchange rate

TOTAL EXPENSES

INCOME (LOSS) BEFORE INTEREST EXPENSES

AND CORPORATE INCOME TAX

INTEREST EXPENSES

CORPORATE INCOME TAX

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM

EXTRAORDINARY ITEM

Gain on debt restructuring

NET INCOME (LOSS) FOR THE YEAR

BASIC EARNINGS PER SHARE

Income (loss) before extraordinary item

Extraordinary item

Net income (loss)

Weighted average number of ordinary shares (Shares)


Note

24

24

18

12

21

21

32

24

34

2006

8,626,280

79,851,141

39,590,710

14,606,107

2,706,264,796

1,255,805,856

119,066,103

183,848,867

4,407,659,860

4,099,043

50,825,973

22,053,990

261,121,111

3,414,914,355

442,415,512

440,659,856

4,636,089,840

(228,429,980)

(220,193,131)

(1,187,224)

(449,810,335)

(449,810,335)

(0.84)

(0.84)

533,333,333

2007

29,838,731

502,113,063

1,597,404,205

1,049,648,320

25,567,257

207,651,092

92,701,170

3,504,923,838

11,741,605

448,981,003

242,610,220

648,449,584

196,982,161

92,582,721

100,000,000

464,632,485

73,154,442

42,111,789

17,480,016

22,047,411

2,360,773,437

1,144,150,401

(2,232,304)

1,141,918,097

25,072,937,844

26,214,855,941

0.40

8.82

9.22

2,842,471,167

2007

29,838,731

502,113,063

74,543,826

35,200,317

1,597,404,205

1,049,648,320

25,567,257

105,038,759

100,101,198

3,519,455,676

11,741,605

448,981,003

56,950,058

21,647,444

300,354,519

115,571,935

92,582,721

100,000,000

464,632,485

73,154,442

42,111,789

17,480,016

1,745,208,017

1,774,247,659

(2,232,304)

(38,794)

1,771,976,561

24,442,879,380

26,214,855,941

0.62

8.60

9.22

2,842,471,167

- -- -

- -

-

- -

- -

-

- -

-

-

-

-

-

-

-

- -

- -

- -

-

-

-

-

- -


TANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES INCOME STATEMENTS INCOME STATEMENTS INCOME STATEMENTS INCOME STATEMENTS INCOME STATEMENTS


-

-

- --

-

-

-

139

Bal

ance

as

at 3

1 M

arch

200

5B

alan

ce a

s at

31

Mar

ch 2

005

Bal

ance

as

at 3

1 M

arch

200

5B

alan

ce a

s at

31

Mar

ch 2

005

Bal

ance

as

at 3

1 M

arch

200

5

Dec

reas

e in

sha

re c

apita

l com

pens

ated

to d

efic

it

Dec

reas

e in

min

ority

inte

rest

s

Adj

ust t

rans

actio

ns o

f sub

sidi

ary

com

pani

es

ex

clud

ed in

the

cons

olid

ated

fina

ncia

l sta

tem

ents

Unr

ealis

ed g

ain

on in

vest

men

ts

Tran

slat

ion

adju

stm

ent

Net

loss

for t

he y

ear

Bal

ance

as

at 3

1 M

arch

200

6B

alan

ce a

s at

31

Mar

ch 2

006

Bal

ance

as

at 3

1 M

arch

200

6B

alan

ce a

s at

31

Mar

ch 2

006

Bal

ance

as

at 3

1 M

arch

200

6

Add

ition

al s

hare

s al

loca

ted

to n

ew in

vest

ors

Add

ition

al s

hare

s al

loca

ted

to c

redi

tors

per

re

habi

litat

ion

plan

Adj

ust p

rem

ium

on

ordi

nary

sha

res

and

stat

utor

y

re

serv

e as

stip

ulat

ed in

the

reha

bilit

atio

n pl

an

Rev

alua

tion

surp

lus

Com

pany

ûs s

hare

s he

ld b

y su

bsid

iary

com

pani

es

Dis

posa

l of C

ompa

nyûs

sha

res

held

by

s

ubsi

diar

y co

mpa

ny

Adj

ust c

apita

l res

erve

on

cons

olid

atio

n

Unr

ealis

ed g

ain

on in

vest

men

ts

Tran

slat

ion

adju

stm

ent

Net

inco

me

for t

he y

ear

Bal

ance

as

at 3

1 M

arch

200

7B

alan

ce a

s at

31

Mar

ch 2

007

Bal

ance

as

at 3

1 M

arch

200

7B

alan

ce a

s at

31

Mar

ch 2

007

Bal

ance

as

at 3

1 M

arch

200

7

The

acco

mpa

nyin

g no

tes

are

an in

tegr

al p

art o

f fin

anci

al s

tate

men

ts.

TAN

AY

ON

G P

UB

LIC

CO

MPA

NY

LIM

ITED

AN

D IT

S SU

BSI

DIA

RY

CO

MPA

NIE

STA

NA

YO

NG

PU

BLI

C C

OM

PAN

Y L

IMIT

ED A

ND

ITS

SUB

SID

IAR

Y C

OM

PAN

IES

TAN

AY

ON

G P

UB

LIC

CO

MPA

NY

LIM

ITED

AN

D IT

S SU

BSI

DIA

RY

CO

MPA

NIE

STA

NA

YO

NG

PU

BLI

C C

OM

PAN

Y L

IMIT

ED A

ND

ITS

SUB

SID

IAR

Y C

OM

PAN

IES

TAN

AY

ON

G P

UB

LIC

CO

MPA

NY

LIM

ITED

AN

D IT

S SU

BSI

DIA

RY

CO

MPA

NIE

SST

ATE

MEN

TS O

F C

HA

NG

ES IN

SH

AR

EHO

LDER

Sû E

QU

ITY

STA

TEM

ENTS

OF

CH

AN

GES

IN S

HA

REH

OLD

ERSû

EQ

UIT

YST

ATE

MEN

TS O

F C

HA

NG

ES IN

SH

AR

EHO

LDER

Sû E

QU

ITY

STA

TEM

ENTS

OF

CH

AN

GES

IN S

HA

REH

OLD

ERSû

EQ

UIT

YST

ATE

MEN

TS O

F C

HA

NG

ES IN

SH

AR

EHO

LDER

Sû E

QU

ITY

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

(Uni

t : B

aht)

3,67

7,46

8,40

0

(3,1

44,1

35,0

67)

- - - - -

533,

333,

333

4,26

6,66

6,66

7

533,

333,

333

- - - - - - - -

5,3

33,3

33,3

33

Issu

ed a

nd

fully

pai

d

shar

e ca

pita

lN

ote

28 28 28

21,2

9

30 30

7,59

9,75

7,29

8

- - - - - -

7,59

9,75

7,29

8

(2,1

33,3

33,3

34)

(266

,666

,666

)

(5,1

99,7

57,2

98)

- - - - - - - -

Prem

ium

(dis

coun

t) o

n

ordi

nary

sha

res

- - - - - - - - - - -

2,02

1,30

2,37

9

- - - - - -

2,02

1,30

2,37

9

Rev

alua

tion

surp

lus

- - - - - - - - - - - -

(17,

788,

956)

1,90

0,00

0

- - - -

(15,

888,

956)

Com

pany

ûs s

hare

s

held

by

subs

idia

ry

com

pani

es

(390

,720

)

- - -

179,

080

- -

(211

,640

)

- - - - - - -

840

,567

- -

628

,927

Unr

ealis

ed g

ain

(los

s)

on c

hang

es in

val

ue o

f

inve

stm

ent i

n

equi

ty s

ecur

ities

avai

labl

e fo

r sa

les

14,6

23,3

62

- - - - - -

14

,623

,362

- - - - - -

(11,

938,

349)

- - -

2,

685,

013

Cap

ital r

eser

ve

on c

onso

lidat

ion

(137

,503

,803

)

- - - -

2,61

7,03

0

-

(

134,

886,

773)

- - - - - - - -

728,

633

-

(

134,

158,

140)

Tran

slat

ion

adju

stm

ent

Con

solid

ated

fina

ncia

l sta

tem

ents

Con

solid

ated

fina

ncia

l sta

tem

ents

Con

solid

ated

fina

ncia

l sta

tem

ents

Con

solid

ated

fina

ncia

l sta

tem

ents

Con

solid

ated

fina

ncia

l sta

tem

ents

365,

563,

524

- - - - - -

3

65,5

63,5

24

- -

(36

5,56

3,52

4)

- - - - - - -

Stat

utor

y

rese

rve

(39,

738,

702,

196)

3,14

4,13

5,06

7

- - - -

(449

,810

,335

)

(3

7,04

4,37

7,46

4)

- -

5,56

5,32

0,82

2

- - - - - -

26,2

14,8

55,9

41

(

5,26

4,20

0,70

1)

Def

icit

Ret

aine

d ea

rnin

gs

2,48

3,92

0,37

0

- -

(2,4

83,9

20,3

70)

- - - - - - - - - - - - - - -

Subo

rdin

ated

conv

ertib

le

debe

ntur

es

925,

422,

797

-

(925

,422

,797

)

- - - - - - - - - - - - - - - -

Min

ority

inte

rest

s -

equi

ty a

ttrib

utab

le

to m

inor

ity

shar

ehol

ders

of

subs

idia

ry

com

pani

es

(2

4,80

9,84

0,96

8)

-

(9

25,4

22,7

97)

(2,4

83,9

20,3

70)

179

,080

2,

617,

030

(4

49,8

10,3

35)

(2

8,66

6,19

8,36

0)

2,1

33,3

33,3

33

266,

666,

667

-

2,0

21,3

02,3

79

(

17,7

88,9

56)

1,9

00,0

00

(

11,9

38,3

49)

840

,567

728

,633

26,

214,

855,

941

1,9

43,7

01,8

55

Tota

l

140

Bal

ance

as

at 3

1 M

arch

200

5B

alan

ce a

s at

31

Mar

ch 2

005

Bal

ance

as

at 3

1 M

arch

200

5B

alan

ce a

s at

31

Mar

ch 2

005

Bal

ance

as

at 3

1 M

arch

200

5

Dec

reas

e in

sha

re c

apita

l com

pens

ated

to d

efic

it

Dec

reas

e in

min

ority

inte

rest

s

Adj

ust t

rans

actio

ns o

f sub

sidi

ary

com

pani

es

ex

clud

ed in

the

cons

olid

ated

fina

ncia

l sta

tem

ents

Unr

ealis

ed g

ain

on in

vest

men

ts

Tran

slat

ion

adju

stm

ent

Net

loss

for t

he y

ear

Bal

ance

as

at 3

1 M

arch

200

6B

alan

ce a

s at

31

Mar

ch 2

006

Bal

ance

as

at 3

1 M

arch

200

6B

alan

ce a

s at

31

Mar

ch 2

006

Bal

ance

as

at 3

1 M

arch

200

6

Add

ition

al s

hare

s al

loca

ted

to n

ew in

vest

ors

Add

ition

al s

hare

s al

loca

ted

to c

redi

tors

per

re

habi

litat

ion

plan

Adj

ust p

rem

ium

on

ordi

nary

sha

res

and

stat

utor

y

re

serv

e as

stip

ulat

ed in

the

reha

bilit

atio

n pl

an

Rev

alua

tion

surp

lus

Com

pany

ûs s

hare

s he

ld b

y su

bsid

iary

com

pani

es

Dis

posa

l of C

ompa

nyûs

sha

res

held

by

s

ubsi

diar

y co

mpa

ny

Adj

ust c

apita

l res

erve

on

cons

olid

atio

n

Unr

ealis

ed g

ain

on in

vest

men

ts

Tran

slat

ion

adju

stm

ent

Net

inco

me

for t

he y

ear

Bal

ance

as

at 3

1 M

arch

200

7B

alan

ce a

s at

31

Mar

ch 2

007

Bal

ance

as

at 3

1 M

arch

200

7B

alan

ce a

s at

31

Mar

ch 2

007

Bal

ance

as

at 3

1 M

arch

200

7

The

acco

mpa

nyin

g no

tes

are

an in

tegr

al p

art o

f fin

anci

al s

tate

men

ts.

TAN

AY

ON

G P

UB

LIC

CO

MPA

NY

LIM

ITED

AN

D IT

S SU

BSI

DIA

RY

CO

MPA

NIE

STA

NA

YO

NG

PU

BLI

C C

OM

PAN

Y L

IMIT

ED A

ND

ITS

SUB

SID

IAR

Y C

OM

PAN

IES

TAN

AY

ON

G P

UB

LIC

CO

MPA

NY

LIM

ITED

AN

D IT

S SU

BSI

DIA

RY

CO

MPA

NIE

STA

NA

YO

NG

PU

BLI

C C

OM

PAN

Y L

IMIT

ED A

ND

ITS

SUB

SID

IAR

Y C

OM

PAN

IES

TAN

AY

ON

G P

UB

LIC

CO

MPA

NY

LIM

ITED

AN

D IT

S SU

BSI

DIA

RY

CO

MPA

NIE

SST

ATE

MEN

TS O

F C

HA

NG

ES IN

SH

AR

EHO

LDER

Sû E

QU

ITY

STA

TEM

ENTS

OF

CH

AN

GES

IN S

HA

REH

OLD

ERSû

EQ

UIT

YST

ATE

MEN

TS O

F C

HA

NG

ES IN

SH

AR

EHO

LDER

Sû E

QU

ITY

STA

TEM

ENTS

OF

CH

AN

GES

IN S

HA

REH

OLD

ERSû

EQ

UIT

YST

ATE

MEN

TS O

F C

HA

NG

ES IN

SH

AR

EHO

LDER

Sû E

QU

ITY

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

FOR

TH

E Y

EAR

S EN

DED

31

MA

RC

H 2

007

AN

D 2

006

(Uni

t : B

aht)

3,67

7,46

8,40

0

(3,1

44,1

35,0

67)

- - - - -

533,

333,

333

4,26

6,66

6,66

7

533,

333,

333

- - - - - - - -

5,3

33,3

33,3

33

Issu

ed a

nd

fully

pai

d

shar

e ca

pita

lN

ote

28 28 28

21,2

9

30 30

7,59

9,75

7,29

8

- - - - - -

7,59

9,75

7,29

8

(2,1

33,3

33,3

34)

(266

,666

,666

)

(5,1

99,7

57,2

98)

- - - - - - - -

Prem

ium

(dis

coun

t) o

n

ordi

nary

sha

res

- - - - - - - - - - -

2,02

1,30

2,37

9

- - - - - -

2,02

1,30

2,37

9

Rev

alua

tion

surp

lus

- - - - - - - - - - - -

(17,

788,

956)

1,90

0,00

0

- - - -

(15,

888,

956)

Com

pany

ûs s

hare

s

held

by

subs

idia

ry

com

pani

es

(390

,720

)

- - -

179,

080

- -

(211

,640

)

- - - - - - -

840

,567

- -

628

,927

Unr

ealis

ed g

ain

(los

s)

on c

hang

es in

val

ue o

f

inve

stm

ent i

n

equi

ty s

ecur

ities

avai

labl

e fo

r sa

les

14,6

23,3

62

- - - - - -

14

,623

,362

- - - - - -

(11,

938,

349)

- - -

2,

685,

013

Cap

ital r

eser

ve

on c

onso

lidat

ion

(137

,503

,803

)

- - - -

2,61

7,03

0

-

(

134,

886,

773)

- - - - - - - -

728,

633

-

(

134,

158,

140)

Tran

slat

ion

adju

stm

ent

365,

563,

524

- - - - - -

3

65,5

63,5

24

- -

(36

5,56

3,52

4)

- - - - - - -

Stat

utor

y

rese

rve

(39,

738,

702,

196)

3,14

4,13

5,06

7

- - - -

(449

,810

,335

)

(3

7,04

4,37

7,46

4)

- -

5,56

5,32

0,82

2

- - - - - -

26,2

14,8

55,9

41

(

5,26

4,20

0,70

1)

Def

icit

Ret

aine

d ea

rnin

gs

(2

4,80

9,84

0,96

8)

-

(9

25,4

22,7

97)

(2,4

83,9

20,3

70)

179

,080

2,

617,

030

(4

49,8

10,3

35)

(2

8,66

6,19

8,36

0)

2,1

33,3

33,3

33

266,

666,

667

-

2,0

21,3

02,3

79

(

17,7

88,9

56)

1,9

00,0

00

(

11,9

38,3

49)

840

,567

728

,633

26,

214,

855,

941

1,9

43,7

01,8

55

Tota

l

Sepa

rate

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

Sepa

rate

fina

ncia

l sta

tem

ents

141

2006

(449,810,335)

440,659,856

53,137,323

2,491,040

(4,007,772,227)

(14,606,107)

(2,706,264,796)

(1,278,381,981)

1,508,848

7,613,110,265

(142,794)

314,072,595

57,592,154

(154,999)

25,438,842

(378,926)

9,885,367

(7,245,679)

(121,000,000)

(603,342)

1,769,881

(513,932)

218,519,121

3,637,604

7,563,427

137,072,363

137,072,363

TANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESCASH FLOWS STATEMENTSCASH FLOWS STATEMENTSCASH FLOWS STATEMENTSCASH FLOWS STATEMENTSCASH FLOWS STATEMENTS

FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006 (Unit : Baht)

Cash flows from operating activities

Net income (loss) for the year

Adjustments to reconcile net income (loss) to net cash provided

by (paid from) operating activities :-

Unrealised loss on exchange rate

Depreciation and amortisation

Amortisation on project costs

Share of loss (income) from investments accounted for under equity



method - associated companies


method - subsidiary companies awaiting transfer under rehabilitation plan




Withholding tax written-off

Doubtful debts

Loss on provision for impairment of advance for purchase of land paid to prior

shareholders before acquisition of subsidiary company


Loss on provision for impairment of assets (reversal)

Loss on adjustment of the value of loans according to

related companyûs rehabilitation plan


Bad debts and reversal of net income from sales

Reversal of accrued expenses

Reversal of interest payable

Gain on sales of property, plant and equipment

Decrease (increase) in operating assets :-


Short-term loans and advances to related parties

Real estate development costs

Low-cost residential housing project development costs

Advances for land procurement of low-cost residential housing projects

Advance for purchase of land

Current assets - others

Other receivable

Non-current assets - others

Increase (decrease) in operating liabilities :-

Accounts payable - trade

Advances received from employer and deferred construction revenue

Accrued expenses

Interest payable

Other payable

Current liabilities - others

Net cash before extraordinary item

Extraordinary item: Gain on debt restructuring

Net cash flows provided from (used in) operating activities


2006

(449,810,335)

440,659,856

78,372,465

2,992,367

(14,606,107)

(2,706,264,796)

(1,255,805,856)

1,508,848

3,414,914,355

1,700,098

442,415,512

64,101,325

(12,493,013)

(70,793,737)

(154,999)

(63,264,017)

(10,755,025)

1,113,940

9,885,367

(7,245,679)

(121,000,000)

(2,078,989)

1,973,637

10,816,308

486,416

(36,656,240)

217,771,896

(424,575)

2,207,956

2,830,995

2,830,995

2007

26,214,855,941

22,047,411

51,394,400

648,449,584

(1,597,404,205)

(1,049,648,320)

(25,567,257)

1,960,232

196,982,161

100,000,000

464,632,485

73,154,442

42,111,789

17,480,016

(154,251)

25,160,294,428

9,519,410

(42,427,929)

(65,000,000)

(19,070,716)

(2,039,235)

68,667,664

7,135,035

(4,035,757)

6,779,783

25,119,822,683

(25,072,937,844)

46,884,839

2007

26,214,855,941

76,865,952

(1,597,404,205)

(1,049,648,320)

(25,567,257)

2,302,905

115,571,935

100,000,000

464,632,485

73,154,442

42,111,789

17,480,016

(154,251)

24,434,201,432

654,305

9,519,410

(42,427,929)

(65,000,000)

(19,965,906)

(2,729,486)

(1,315,366)

(4,647,643)

68,667,664

7,252,002

(4,035,757)

5,924,245

24,386,096,971

(24,442,879,380)

(56,782,409)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

- --

-

-

-

-

- -

-

-

- -

-

-


-

- -

- -

- -

142

TANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESCASH FLOWS STATEMENTS (Continued)CASH FLOWS STATEMENTS (Continued)CASH FLOWS STATEMENTS (Continued)CASH FLOWS STATEMENTS (Continued)CASH FLOWS STATEMENTS (Continued)

FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006 (Unit : Baht)

Cash flows from investing activitiesCash flows from investing activitiesCash flows from investing activitiesCash flows from investing activitiesCash flows from investing activities

Increase in short-term investments

Decrease (increase) in restricted deposits

Increase in loans to related parties

Proceed from sales of investment in associated company

Dividend received from subsidiary company

Proceed from sales of property, plant and equipment

Cash paid for purchase of property, plant and equipment

Cash paid for purchase of leasehold rights

Cash paid for condominiums and fixtures for lease

Net cash flows used in investing activities

Cash flows from financing activitiesCash flows from financing activitiesCash flows from financing activitiesCash flows from financing activitiesCash flows from financing activities

Increase (decrease) in loans from related parties

Decrease in loans from directors

Cash paid for creditors per rehabilitation plan

Cash deposited as collateral for debt settlement

Increase (decrease) in advance received from transfer of subleasing agreement

Cash received from issuance of additional shares

Cash received from disposal of Companyûs shares held by subsidiary company

Net cash flows provided from financing activities

Increase in translation adjustment

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Less : Cash and cash equivalents at beginning of the year of subsidiary

companies excluded in the consolidated financial statements

Cash and cash equivalents at end of the year (Note 7)

Supplemental cash flow information

Cash paid during the years for :-

Corporate income tax and withholding tax deducted at source

Non-cash transactions :-

Adjust the Companyûs liabilities to creditors per rehabilitation plan

Adjust the Companyûs assets to assets awaiting transfer under rehabilitation plan

Transfer investments in subsidiary companies awaiting transfer under

rehabilitation plan to settle debts

Transfer assets awaiting transfer under rehabilitation plan to settle debts

Record settlement of loans to related parties with assets and investments

in subsidiary companies awaiting transfer under rehabilitation plan

Issue additional shares to creditors per rehabilitation plan

Transfer real estate development costs to condominiums and fixtures for lease


2006

(803,125)

(115,939,633)

155,000

(2,468,264)

(119,056,022)

4,275,665

(52,563)

126,666,660

130,889,762

2,617,030

17,281,765

1,306,178,258

(1,224,290,249)

99,169,774

6,867,341

36,420,459,246

1,617,604,419

2006

786,784

(262,129,131)

155,000

(1,539,000)

(262,726,347)

1,997,463

-

-

126,666,660

-

-

128,664,123

3,010,139

30,005,126

33,015,265

1,115,669

37,163,536,405

1,426,452,387

2007

2,969,223

(202,720,793)

150,000,000

44,000,000

154,252

(7,044,079)

(6,489,400)

(5,542,345)

(24,673,142)

-

-

(1,613,996,744)

(361,040,688)

(133,333,320)

2,133,333,333

24,962,581

47,174,278

33,015,265

80,189,543

1,730,321

2,001,065,483

563,385,632

389,162,308

266,666,667

217,360,000

2007

(46,228,663)

2,912,904

(109,913,489)

150,000,000

154,252

(8,451,798)

(6,489,400)

(5,542,345)

(23,558,539)

(684,741)

-

(1,542,426,745)

(361,040,688)

(133,333,320)

2,133,333,333

1,900,000

97,747,839

728,633

18,135,524

99,169,774

117,305,298

2,948,765

2,001,065,483

563,385,632

74,044,000

248,877,711

217,360,000

- -

-

-- -

---

-

--

-

-- -

-

- --

--

-

--


-

-

-

-

-

-

-

-

-

-

143

TANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIESTANAYONG PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006FOR THE YEARS ENDED 31 MARCH 2007 AND 2006

1.1.1.1.1. GENERAL INFORMATIONGENERAL INFORMATIONGENERAL INFORMATIONGENERAL INFORMATIONGENERAL INFORMATION1.1 Corporate information1.1 Corporate information1.1 Corporate information1.1 Corporate information1.1 Corporate information

Tanayong Public Company Limited (çThe Companyé) is a public company incorporated

and domiciled in Thailand. The Company is principally engaged in property development

and its registered address is 21 Soi Choei Phuang, Viphavadi-Rangsit Road, Jomphol, Jatujak,

Bangkok

1.2 Fundamental accounting assumptions1.2 Fundamental accounting assumptions1.2 Fundamental accounting assumptions1.2 Fundamental accounting assumptions1.2 Fundamental accounting assumptions

a) On 9 July 2001, the Stock Exchange of Thailand (çSETé) announced the Companyûs

classification as a company which may be delisted from the SET and instructed the Company

to submit a business rehabilitation plan in accordance with SET criteria, to enable it to avoid

being delisted. However, to meet the requirements stipulated by the SET, the Company

appointed a financial advisor to report on the Companyûs future plans. The Company had

been unable to take the steps required to avoid being delisted, and the SET therefore delisted

the Companyûs stock from the trading board and classified it under the listed company,

Non-Performing Group, effective on 3 July 2006. However, the Companyûs status is still

that of a listed company. Thus, it had to comply with all SET regulations, prepared reports

on the progress of its rehabilitation plan, and submited these together with its financial

statements within the deadline for listed companies to submit their financial statements each

quarter, until it eliminated the reasons for being delisted.

Subsequently, on 15 December 2006, the Company requested that the SET consider

whether the Company had resolved the causes of its possible delisting and permit the return

of the Companyûs stock to be traded in its normal business sector. On 18 December 2006,

the SET announced that the Company fully met the necessary criteria and that it was there

fore appropriate to declare the Company to have resolved the causes of its possible delisting

and to move the Companyûs stock from the Non-Performing Group to Property and

Construction Group in the Property Development Sector, and to permit the trading of the

Companyûs stock from 28 December 2006.

b) As discussed in Note 6 to the financial statements, during the current year, the Company has

followed most of the significant mandatory terms and conditions stipulated in the rehabili-

tation plan as follows:

144

1)1)1)1)1) Capital restructuringCapital restructuringCapital restructuringCapital restructuringCapital restructuring

The Company has allotted 4,800,000,000 additional ordinary shares with a Baht 1 par value,

totaling Baht 4,800,000,000. Of these 4,266,666,667 ordinary shares were allocated to the

new investors at a price of Baht 0.50 each, or for a total of Baht 2,133,333,333.50, and

533,333,333 ordinary shares were allocated to creditors per the rehabilitation plan. A total of

276,841,660 of the ordinary shares are registered in the name of a subsidiary company, since

some share certificates cannot be issued to the creditors as certain amounts of debts are not due,

while some debts are pending final court judgement or the comptrollerûs orders. Consequently,

the numbers of shares allocated to each creditor is still uncertain as the debt ratio might be

altered to accord with final court judgement or comptrollerûs orders. Nevertheless, the Companyûs

management believes that the effect of the above will not impact on the Companyûs compliance

with the rehabilitation plan, since the above shares are deposited with the Central Bankruptcy

Court as guarantees of debt settlement according to the rehabilitation plan and the creditors will

still receive 533,333,333 ordinary shares as stipulated in the rehabilitation plan.

Subsequently on 25 December 2006, the Company allotted 1,213,606 ordinary

shares registered in the name of the subsidiary company to an associated company, as a creditor

per rehabilitation plan, in settlement of due debt. Currently, 275,628,054 ordinary shares

remain registered in the name of the subsidiary company.

2) Debt restructuring2) Debt restructuring2) Debt restructuring2) Debt restructuring2) Debt restructuring

The Company repaid most of its debts, amounting to Baht 4,355.8 million (Separate financial

statements : Baht 4,445.1 million) by means of cash repayment, allocation of the Companyûs

additionally issued shares to the creditors, and transfer of certain assets of the Company and

other companies placed as collateral. In addition, the Company has deposited some of its assets

and the shares of the Company in the name of a subsidiary company with the Deposit of Property

Central Office, the Legal Execution Department and the Central Bankruptcy Court as collateral

for debt settlement. However, certain amounts of debt are pending the final court judgement or

the comptrollerûs orders; the Company therefore deposited Baht 555.1 million of cash with the

Central Bankruptcy Court as guarantees for debt settlement, of which Baht 512.6 million was

provided as collateral for settlement of unsecured creditors. The cash deposits are Baht 95.6

million lower than the highest debt amounts per the proportions which the Company is obliged to

pay in accordance with the rehabilitation plan. The remaining cash deposits of Baht 42.5 million

are deposited as collateral for the settlement of secured creditors and unsecured creditors for

which other partiesû assets are placed as security. Both are entitled to receive repayment in the

form of ordinary shares of BTSC and some other assets of the Company and other parties, which

the Company did not transfer to the creditors but instead provided cash as a guarantee. The

145

remaining cash deposits are Baht 416.5 million lower than the highest debt amount per the

proportion at which the Company is obliged to transfer assets to the creditors in accordance

with the rehabilitation plan. Moreover, the Company is in the process of negotiating the

transfer of such assets with the creditors to repay debts of Baht 3,089.2 million in accordance

with the rehabilitation plan.

The outstanding balances of the debts under the rehabilitation plan are Baht 4,767.5 million

(Separate financial statements : Baht 4,768.6 million) and the Companyûs management

believes that the Company is capable of repaying the remainder within the due date stipulated

in the rehabilitation plan and that no additional debt beyond those already recorded in the

accounts would arise because the Company recorded the debts while pending final court

judgements or the comptrollerûs orders, in accordance with the highest balance of debt payable

at the proportion which the Company is obliged to settle by payment or by the transfer of assets.

On 7 November 2006 and 2 February 2007, the Company filed a request for the return of

cash deposited as collateral for debt settlement of the unsecured creditors with the Central

Bankruptcy Court since the cash deposited with the Court by the Company was Baht 194.1

million in excess of the amount of debt to be settled. Subsequently on 12 January 2007 and

8 March 2007, the Company received the return of this cash from the Central Bankruptcy

Court, leaving cash totaling Baht 318.5 million deposited as collateral for debt settlement of

the unsecured creditors with the Court, which are still Baht 95.6 million lower than the

highest debt amounts at the proportion which the Company is obliged to pay in accordance

with the rehabilitation plan. Currently, the outstanding balance of cash deposited as collateral

for debt settlement is Baht 361.0 million.

The Company lodged a petition to terminate the rehabilitation plan with the Central Bankruptcy

Court on 6 October 2006, the Central Bankruptcy Court consequently ordered the termination

of the Companyûs business rehabilitation on 14 November 2006.

2. 2. 2. 2. 2. BASIS OF PREPARATIONBASIS OF PREPARATIONBASIS OF PREPARATIONBASIS OF PREPARATIONBASIS OF PREPARATIONThe financial statements have been prepared in accordance with accounting standards enunciated

under the Accounting Profession Act B.E. 2547. The presentation of the financial statements

has been made in compliance with the stipulations of the Notification of the Department of

Business Development dated 14 September 2001, issued under the Accounting Act B.E. 2543.

The financial statements have been prepared on a historical cost basis except where otherwise

disclosed in the accounting policies.

146

Assets as a percentage

the consolidated

total assets as at

31 March

Revenues as a percentage

to the consolidated total

revenues for the years

ended 31 March

Percentage of

shareholding

Country of

incorporationCompanyûs name Nature of business

2007

Percent

100

100

100

51

100

100

100

100

100

100

100

100

100

100

100

100

100

100

2006

Percent

100

100

100

51

100

100

100

100

100

100

100

100

100

100

100

100

100

100

2006

Percent

1.00

-

1.09

0.01

0.51

-

0.10

-

-

-

0.18

-

-

-

1.89

-

-

-

2006

Percent

2.21

-

1.59

-

1.33

-

0.06

0.04

0.18

0.64

0.12

-

-

-

7.74

-

-

-

2007

Percent

1.46

-

1.27

0.01

0.40

-

0.10

-

-

-

0.47

-

-

-

0.19

-

-

-

2007

Percent

1.67

-

0.99

-

1.20

-

0.02

0.04

0.18

0.64

0.10

-

-

-

3.23

-

-

-

Dnal Co., Ltd.

Luecha Land Development Co., Ltd.

Muang Thong Apartment Co., Ltd.

Muang Thong Lakeside Restaurant Co., Ltd.

(Subsidiary company of çMuang Thong

Apartment Co., Ltd.é)

Yong Su Co., Ltd.

Tanayong Food and Beverage Co., Ltd.

Thana City Golf & Country Club Co., Ltd.

Tanayong Planner Co., Ltd.

Siam Paging and Communication Co., Ltd.

Sampaopetch Co., Ltd.

Tanayong Property Management Co., Ltd.

Thana City Management Co., Ltd.

Thana City Place Co., Ltd.

Tac Architects Co., Ltd.

Tanayong International Limited

Treasure Pool Investments Limited

(Subsidiary company of çTanayong

International Limitedé)

Rictor Assets Limited



Tanayong Treasury Services Limited



Office rental

Apartment rental

Hotel

Restaurant

Apartment rental

Restaurant

Club management

and operation

Financial advisor

Land ownership

Property development

Project management



Interior design and

decoration

Investment holding

Investment

Investment

Financial service

Thailand

Thailand

Thailand

Thailand

Thailand

Thailand

Thailand

Thailand

Thailand

Thailand

Thailand

Cayman

Island

British Virgin

Islands

British Virgin

Islands

Cayman

Island

3. BASIS OF CONSOLIDATION3. BASIS OF CONSOLIDATION3. BASIS OF CONSOLIDATION3. BASIS OF CONSOLIDATION3. BASIS OF CONSOLIDATION3.1 The consolidated financial statements include the financial statements of the Company and

the following subsidiary companies:

147

3.2 The financial statements of overseas subsidiary companies are translated into Thai Baht at

the closing exchange rate as to assets and liabilities, and at monthly average exchange

rates as to revenues and expenses. The resultant differences have been shown under the

caption of çTranslation adjustmenté in shareholdersû equity.

3.3 Material balances and transactions between the Company and its subsidiary companies have

been eliminated from the consolidated financial statements.

3.4 Investments in the subsidiary companies as recorded in the Companyûs books of account

are eliminated against the equity of the subsidiary companies.

3.5 During the year ended 31 March 2006, the Companyûs rehabilitation plan administrator

has resolved to register the dissolution of Luecha Land Development Co., Ltd., Tanayong

Planner Co., Ltd., Thana City Management Co., Ltd., Thana City Place Co., Ltd. and

Tac Architects Co., Ltd.. These subsidiary companies are currently liquidating their

accounts and the Company will not include the financial statements of such subsidiary

companies in its consolidated financial statements following the completion of their liqui

dation.

4.4.4.4.4. CHANGE IN ACCOUNTING POLICY/ADOPTION OF NEW ACCOUNTINGCHANGE IN ACCOUNTING POLICY/ADOPTION OF NEW ACCOUNTINGCHANGE IN ACCOUNTING POLICY/ADOPTION OF NEW ACCOUNTINGCHANGE IN ACCOUNTING POLICY/ADOPTION OF NEW ACCOUNTINGCHANGE IN ACCOUNTING POLICY/ADOPTION OF NEW ACCOUNTING

STANDARDSTANDARDSTANDARDSTANDARDSTANDARDOn 2 May 2007, the Federation of Accounting Professions issued Notification No.9/2550

regarding the following revised accounting standards:

Accounting Standard No. 25 (Revised 2007) Segment Reporting

Accounting Standard No. 33 (Revised 2007) Borrowing Costs

Accounting Standard No. 44 (Revised 2007) Consolidated and Separate Financial Statements

Accounting Standard No. 45 (Revised 2007) Investments in Associates

Accounting Standard No. 46 (Revised 2007) Interests in Joint Ventures

Accounting Standard No. 49 (Revised 2007) Construction Contracts

Accounting Standards No. 44 (Revised 2007), No. 45 (Revised 2007) and No. 46 (Revised

2007) are to be adopted for the fiscal year beginning on or after 1 January 2007 (the Companyûs

fiscal year begins on 1 April).

As a result, the Company is to adopt the changes in recording investments in subsidiary and

associated companies from equity method to cost method in the separate financial statements for

the year ending 31 March 2008. Adoption of the changes will necessitate the restatement of the

Companyûs separate financial statements for the year ended 31 March 2007 to be presented for

comparative purposes along with the financial statements for the year ending 31 March 2008.

Currently, the Company is in the process of assessing the impact to the financial statements.

Accounting Standards No. 25 (Revised 2007), No. 33 (Revised 2007) and No. 49

148

(Revised 2007) are to be adopted for the fiscal year beginning on or after 1 January 2008.

5.5.5.5.5. SIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIES5.1 Revenue recognition

a)Sales of land and completed buildings are recognised as revenue when contracts to

purchase and to sell and completed buildings have been executed and initial payments

have been received not less than 20 percent from the buyers.

b)Sales of units in condominium projects are recognised as revenue when contracts to

purchase and to sell condominium units have been executed and initial payments have

been received not less than 20 percent from the buyers. Revenues on condominium

projects are recognised on the percentage of completion method. The percentage of

completion is measured by the relationship of actual development costs incurred up to

the end of the period to the total anticipated development costs to be incurred to completion,

but excluding the costs of land.

c)Long-term lease of units in condominium projects situated on leased land which had

transferred the risks and rewards of ownership of the units to the lessee is regarded as

sales and recognised as revenue under the percentage of completion method under the

same concept as b) above.

d)Revenues from land procurement of low-cost residential housing projects are recognised

when the agent, responsible for acquisition of the land, transfers ownership to the

National Housing Authority.

e)Revenues from construction services of low-cost residential housing projects are

recognised when services have been rendered taking into the stage of completion. Stage

of completion is measured by reference to total costs incurred as a percentage of total

budgetary cost in relation to the projects.

The excess of the value of contracts in progress over the amounts billed to the National

Housing Authority is presented as çUnbilled receivablesé under current assets. The

excess of the amounts billed to the National Housing Authority over the value of

contracts in progress is presented as çAdvances received from employer and deferred

construction revenuesé under current liabilities.

f) Rental income in conjunction with apartment and condominium is recognised as revenue

on an accrual basis.

g)Revenues from hotel operations, mainly consisting of room and restaurant revenues, are

recognised when services have been rendered and represent the invoiced value

(excluding value added tax) of goods supplied and services rendered after deducting

discounts and service charges.

149

h) Interest income is recognised on an accrual basis based on the effective interest rate.

5.2 Costs of sales5.2 Costs of sales5.2 Costs of sales5.2 Costs of sales5.2 Costs of sales

Costs of sales of real estate, which are determined by attributing the total anticipated real

estate development costs after recognition of the costs incurred to date to the units already

sold on the basis of salable area are recognised as costs in the income statements.

5.35.35.35.35.3 Real estate development costsReal estate development costsReal estate development costsReal estate development costsReal estate development costs

Real estate development costs are stated at cost less allowance for loss on diminution in value.

Real estate development costs consist of the costs of land, land development, anagement

fees, construction and related interest.

5.45.45.45.45.4 Cash and cash equivalentsCash and cash equivalentsCash and cash equivalentsCash and cash equivalentsCash and cash equivalents

Cash and cash equivalents consist of cash in hand, cash at bank, and all highly liquid

investments with an original maturity of three months or less and not subject to withdrawal

restrictions.

5.55.55.55.55.5 Trade accounts receivableTrade accounts receivableTrade accounts receivableTrade accounts receivableTrade accounts receivable

Trade accounts receivable are stated at the net realisable value. Allowance for doubtful

accounts is provided for the estimated losses that may be incurred in collection of

receivables. The allowance is generally based on collection experiences and analysis of

debtor aging.

5.65.65.65.65.6 InvestmentsInvestmentsInvestmentsInvestmentsInvestments

a) Investments in available for sale securities are stated at fair value. Changes in the

carrying amounts of securities are recorded as separate items in shareholdersû equit

until the securities are sold, when the changes are then included in determining income.

The fair value of marketable securities is based on the latest bid price of the last working

day of the year as quoted on the Stock Exchange of Thailand.

b) Investments in debt securities, both due within one year and expected to be held to

maturity are recorded at amortised cost. The premium/discount on debt securities is

amoritsed by effective rate method with the amortised amount presented as an adjust

ment to the interest income.

c) Investments in non-marketable equity securities, which the Company classifies as other

investments, are stated at cost net of allowance for loss on diminution in value (if any).

d) Investments in subsidiary companies in the separate financial statements and nvestment

in associated companies are accounted for under the equity method.

5.75.75.75.75.7 Property, plant and equipment and depreciationProperty, plant and equipment and depreciationProperty, plant and equipment and depreciationProperty, plant and equipment and depreciationProperty, plant and equipment and depreciation

Before the year ended 31 March 2007, land was stated at cost, while buildings and

equipment were stated at cost less accumulated depreciation and allowance for impairment

(if any).

150

During the current year, the Company changed its values of some categories of property,

plant and equipment from cost to the revalued amount. As from the year ended 31 March

2007, land is stated at cost/revalued amount and buildings and equipment are stated at

cost/revalued amount less accumulated depreciation and allowance for loss on impairment of

assets (if any).

Land, buildings and improvements and golf course development costs are initially recorded at

cost on the acquisition date, and subsequently revalued by an independent professional

appraiser to their fair values. Revaluations are made with sufficient regularity to ensure that

the carrying amount does not differ materially from fair value at the balance sheet date.

Differences arising from the revaluation are dealt with in the financial statements as follows:

- When an assetûs carrying amount is increased as a result of a revaluation of the Companyûs

assets, the increase is credited directly to equity under the heading of çRevaluation surplusé.

However, a revaluation increase will be recognised as income to the extent that it reverses

a revaluation decrease of the same asset previously recognised as an expense.

- When an assetûs carrying amount is decreased as a result of a revaluation of the Companyûs

assets, the decrease is recognised as an expense in the income statement. However, a

revaluation decrease is to be charged directly against the related çRevaluation surplusé to

the extent that the decrease does not exceed the amount held in the çRevaluation surplusé

in respect of those same assets. Any excess amount is to be recognised as an expense in the

income statement.

Depreciation of plant and equipment is calculated by reference to their costs or the

revalued amounts on the straight-line basis over the following estimated useful lives:

Buildings and improvements 5 - 20 years

Golf course development costs 5 - 30 years

Furniture and office equipment 3 - 5 years

Motor vehicles 5 years

Depreciation is included in determining income.

No depreciation is provided on land.

5.8 Leasehold rights and amortisation5.8 Leasehold rights and amortisation5.8 Leasehold rights and amortisation5.8 Leasehold rights and amortisation5.8 Leasehold rights and amortisation

Leasehold rights are stated at cost less accumulated amortisation and allowance for loss on

impairment of assets (if any). Amortisation of leasehold rights is calculated by reference to

their cost on a straight-line basis over the leasehold period.

Amortisation is included in determining income.

5.95.95.95.95.9 Condominiums and fixtures for leaseCondominiums and fixtures for leaseCondominiums and fixtures for leaseCondominiums and fixtures for leaseCondominiums and fixtures for lease

Condominiums and fixtures for lease are stated at cost less accumulated depreciation and

allowance for loss on impairment of assets (if any). Depreciation is calculated by reference to

151

their costs on the straight-line basis over the following estimated useful lives :

Condominiums for lease Period of lease

Fixtures 5 years

Depreciation is included in determining income.

5.105.105.105.105.10 Companyûs shares held by subsidiary companiesCompanyûs shares held by subsidiary companiesCompanyûs shares held by subsidiary companiesCompanyûs shares held by subsidiary companiesCompanyûs shares held by subsidiary companies

Companyûs shares held by its subsidiary companies are stated at cost and presented as

a deduction in shareholdersû equity.

5.11 Related party transactions5.11 Related party transactions5.11 Related party transactions5.11 Related party transactions5.11 Related party transactions

Related parties comprise enterprises and individuals that control, or are controlled by,

the Company, whether directly or indirectly, or which are under common control

with the Company. They also include associated companies and individuals which

directly or indirectly own a voting interest in the Company that gives them significant

influence over the Company, key management personnel, directors and officers with

authority in the planning and direction of the Companyûs operations.

5.12 Foreign currencies5.12 Foreign currencies5.12 Foreign currencies5.12 Foreign currencies5.12 Foreign currencies

Foreign currency transactions are translated into Baht at the exchange rates ruling on

the transaction dates. Assets and liabilities denominated in foreign currencies

outstanding at the balance sheet date are translated into Baht at the exchange rates ruling

on the balance sheet date.

Gains and losses on exchange are included in determining income.

5.13 Impairment of assets5.13 Impairment of assets5.13 Impairment of assets5.13 Impairment of assets5.13 Impairment of assets

The Company and its subsidiary companies assess at each reporting date whether there is

an indication that an asset may be impaired. If any such indication exists, the Company

and its subsidiary companies make an estimate of the assetûs recoverable amount. Where

the carrying amount of the asset exceeds its recoverable amount, the asset is considered

impaired and is written down to its recoverable amount. Impairment losses are recognised

in the income statement. An assetûs recoverable amount is the higher of fair value less

costs to sell and value in use.

5.145.145.145.145.14 Gains from troubled debt restructuringsGains from troubled debt restructuringsGains from troubled debt restructuringsGains from troubled debt restructuringsGains from troubled debt restructurings

The Company and its subsidiary companies adopt an accounting policy related to troubled

debt restructuring whereby in case of a transfer of assets to settle debts which the excess

of the debt extinguished by the creditors over the fair value of the assets transferred is

recognised as an extraordinary gain in the income statements and the difference between

the fair value and the net book value of the assets transferred is treated as a gain (loss)

from transfer of assets.

When the debt restructuring involves a waiver of debts, a portion of the waived debts

152

that exceeds the aggregate amount of interest expenses to be incurred over the term of

the new agreement is recognised as an extraordinary gain in the income statements.

5.155.155.155.155.15 Employee benefitsEmployee benefitsEmployee benefitsEmployee benefitsEmployee benefits

Salary, wages, bonuses and contributions to the social security fund are recognised as

expenses when incurred.

5.165.165.165.165.16 Income taxIncome taxIncome taxIncome taxIncome tax

Income tax is provided for in the accounts based on the taxable profits determined in

accordance with tax legislation.

5.175.175.175.175.17 Use of accounting estimatesUse of accounting estimatesUse of accounting estimatesUse of accounting estimatesUse of accounting estimates

Preparation of financial statements in conformity with generally accepted accounting

principles requires management to make estimates and assumptions in certain

circumstances, affecting amounts reported in these financial statements and related notes.

Actual results could differ from these estimates.

6.6.6.6.6. REHABILITATION PLANREHABILITATION PLANREHABILITATION PLANREHABILITATION PLANREHABILITATION PLANOn 30 December 2003, the Central Bankruptcy Court issued an order approving the business

rehabilitation of the Company, and appointed the Company as the planner. The Company

subsequently proposed a business rehabilitation plan to a meeting of creditors, and a resolution

accepting the plan was passed by a majority vote on 31 March 2005. On 30 May 2005, the

Central Bankruptcy Court approved the Companyûs rehabilitation plan.

Indebtedness per repayment claims made under the Companyûs rehabilitation plan are grouped

as follows:

(Unit : Million Baht)

Indebtedness per repayment claims

Principal Interests Total

1. Secured creditors/Unsecured creditors for which

other partiesû assets are placed as security

2. Unsecured creditors

3. Creditors receiving settlement in accordance

with original contracts

Total

4,717.7

30,993.9

6,609.2

231.9

20,052.3

287.3

4,949.6

51,046.2

6,896.5

62,892.3

153

Certain amounts of lodged indebtedness are duplicated and are not the Companyûs obligations,

and certain amounts exceed the balance per the Companyûs book of account. The actual amount

of indebtedness depends on the order of the comptroller or the court. However, the Company

believes that there will be no material liabilities beyond the amount set aside.

The significant details of the Companyûs rehabilitation plan are as follows:

Capital restructuringCapital restructuringCapital restructuringCapital restructuringCapital restructuring

1. Reduce registered capital by canceling the unpaid portion.

2. Reduce paid-in capital by reducing the par value of the shares from Baht 10 to Baht 1 per

share, and reduce capital by cutting the number of shares in a ratio of 6.8953 original shares

to 1 new share. Share capital remaining will equal Baht 533,333,333 (533,333,333

ordinary shares).

3. Increase registered capital by Baht 4,800,000,000 (4,800,000,000 ordinary shares of

Baht 1 each) with the new capital to be allotted as follows:

a) 800,000,000 ordinary shares to be allocated to creditors for conversion of debt to equity.

b) 4,000,000,000 ordinary shares to be issued to new investors, with the cash capital

thereby injected to be sufficient to make debt repayment as stipulated in the plan.

Following the increase in share capital and debt to equity conversion, the Companyûs

registered and paid capital will be Baht 5,333,333,333 (5,333,333,333 ordinary shares

of Baht 1 each). The new investors will become the major shareholders of the Company,

with an aggregate holding of 75 percent, while the creditors will hold 15 percent and the

existing shareholders hold another 10 percent of total restructured capital. The additional

capital injection by new investors must be completed within 180 days of the later of the

date the Court approves the plan or the date the final judgement is delivered on disputes or

appeals, with the period able to be extended to another 180 days. If the Company is not

able to comply, it must report to the creditor committee and the Comptroller so that a final

decision can be made. Furthermore, existing share premium and statutory reserve are to be

offset with the deficit as at the date of the capital increase.

Debt restructuringDebt restructuringDebt restructuringDebt restructuringDebt restructuring

Secured creditors/Unsecured creditors for which other partiesû assets are placed as security

1) Transfer the collateral to the creditors for the settlement of debts in an amount equal to the

assessed value of the assets, within 180 days of the later of the date the Court approves the

plan or the date the final judgement is delivered on disputes or appeals.

2) After the transfer of the collateral to creditors as mentioned in 1), the creditors in this group

shall be considered to have been fully settled.

Unsecured creditors

154

1) The creditorsû debts are mainly to be repaid in cash at rates of 10.05-14.70 percent of the

approved claims, although some creditors are to receive 100 percent of principal and some

creditorsû debts to be repaid in full (principal plus interest). Some creditors will receive debt

repayment within 180 days of the later of the date the Court approves the plan or the date

the final judgement is delivered on disputes or appeals, while another group of creditors are

to be paid in 8 annual installments, commencing within 18 months of the later of the date

the Court approves the plan or the date the final judgement is delivered on disputes or

appeals, and the remaining creditors are to receive payment according to other conditions

stipulated in the plan.

2) For some groups of creditors, following payment of indebtedness according to 1), the

remaining indebtedness per the rehabilitation plan is to be converted to equity. The 800

million ordinary shares are to be allocated to each creditor proportionately, based on the

ratio of each creditorûs remaining debt to total remaining debts (the remaining subsequent

to receiving cash repayment).

3) When the creditorsû debts have been paid at the proposed rates and/or the remaining

indebtedness is converted to equity, the creditors in this group shall be considered to have

been fully settled.

Creditors receiving settlement in accordance with original contracts

1) These creditors are to receive settlement in accordance with the original contracts.

2) Upon completion of performance in accordance with the original contracts, the creditors

in this group shall be considered to have been fully settled.

On 2 December 2005, the Company filed a petition to amend the business rehabilitation plan

with the Central Bankruptcy Court. The Company subsequently proposed amendments to the

business rehabilitation plan in a meeting of the creditors, and a resolution approving the amended

plan was passed by a majority vote on 28 February 2006. Subsequently on 24 April 2006,

the Central Bankruptcy Court approved the amendments to the business rehabilitation plan. The

significant details of the proposed amendments to the business rehabilitation plan are as follows:

Capital restructuringCapital restructuringCapital restructuringCapital restructuringCapital restructuring

To allocate new additional ordinary shares of 4,800,000,000 shares as follows:

1) 533,333,333 ordinary shares to be allocated to creditors for conversion of debt to equity.

2) 4,266,666,667 ordinary shares to be issued to new investors.

The new investors will become the major shareholders of the Company, with an aggregate

holding of 80 percent, while the creditors will hold 10 percent and the existing shareholders

hold another 10 percent of total restructured capital.

Debt restructuringDebt restructuringDebt restructuringDebt restructuringDebt restructuring

155

Secured creditors/Unsecured creditors for which other partiesû assets are placed as security

1) Transfer the collateral to the creditors for the settlement of debt in an amount equal to the

assessed value of the assets, within 60 days after the date of the capital increase.

2) After the transfer of the collateral to creditors as mentioned in 1), the creditors in this

group shall be considered to have been fully settled.

Unsecured creditors

1) The creditorsû debts are mainly to be repaid in cash at rates of 10.05-14.70 percent of the

approved claims, although some creditors are to receive 100 percent of principal, some

creditorsû debts to be repaid in full (principal plus interest) and some creditorsû debts to be

repaid as stipulated in the plan. Some creditors will receive debt repayment within 60 days

after the date of the capital increase, while other groups of creditors are to be paid by 5

annual installments, commencing within 60 days after the date of the capital increase, and

the remaining creditors are to receive payment according to other conditions stipulated in the

plan.

2) For some groups of creditors, following payment of indebtedness according to 1), the

remaining indebtedness per the rehabilitation plan is to be converted to equity. The

533,333,333 ordinary shares are to be allocated to each creditor proportionately, based on

the ratio of each creditorûs remaining debt to total remaining debts (the remaining subse

quent to receiving cash repayment).

3) When the creditorsû debts have been paid at the proposed rates and/or the remaining

indebtedness is converted to equity, the creditors in this group shall be considered to have

been fully settled.


1) These creditors are to receive settlement in accordance with the original contracts within 60

days after the date of the capital increase. However, collateral is to be transferred to creditors

to whom the Company mortgaged and pledged assets as collateral within 60 days after the

date of the capital increase.

2) Upon completion of performance in accordance with the original contracts, the creditors in

this group shall be considered to have been fully settled.

During the current year, the Company has followed most of the significant mandatory terms and

conditions stipulated in the rehabilitation plan and recorded gain on debt restructuring in accordance

with the rehabilitation plan amounting to Baht 24,442.9 million (Separate financial statements:

Baht 25,072.9 million), presented as an extraordinary item in the income statements for the

current year.

In addition, the Company lodged a petition to terminate the rehabilitation plan with the Central

Bankruptcy Court on 6 October 2006, the Central Bankruptcy Court consequently ordered the

156

termination of the Companyûs business rehabilitation on 14 November 2006.

7.7.7.7.7. CASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTS


Consolidated financial statements Separate financial statements

2007437,659

46,867,639

70,000,000

117,305,298

2006 2550 2549

189,962

98,979,812

99,169,774

265,000

9,924,543

70,000,000

80,189,543

80,000

32,935,265

33,015,265

Cash

Current deposits and saving deposits

BOT bonds with maturity date

due not more than 3 months

Total

8.8.8.8.8. SHORT-TERM INVESTMENTSHORT-TERM INVESTMENTSHORT-TERM INVESTMENTSHORT-TERM INVESTMENTSHORT-TERM INVESTMENT

Separate financial statements Separate financial statements

2007

46,228,663

905,686

47,134,349

2006 2550 2549

-

-

-

-

-

-

-

-

-

(Unit : Baht)

Equity security available for sale

Add : Unrealised gain

Total

The relationship between the Group and these related companies is under common management.(Unit : Thousand Baht)

Consolidated and separate

financial statements

2007 2006

Total estimated project value for projects which are opened for sales

Value of sale contracts which has been executed

Less : Recognised as revenue

Not yet recognised

Amount recognised as revenue

Less : Collected

Not yet collected or due for collection

14,109,017

10,001,871

(10,001,871)

10,001,871

(10,001,871)

14,912,763

9,971,957

(9,971,957)

9,971,957

(9,971,957)

--

--

(Unit : Baht)

The outstanding balances are accounts receivable of subsidiary companies with which collection

problems are not expected since most are customers with good financial status and payment histories.

9.9.9.9.9. ACCOUNTS RECEIVABLE - TRADE / OTHER RECEIVABLEACCOUNTS RECEIVABLE - TRADE / OTHER RECEIVABLEACCOUNTS RECEIVABLE - TRADE / OTHER RECEIVABLEACCOUNTS RECEIVABLE - TRADE / OTHER RECEIVABLEACCOUNTS RECEIVABLE - TRADE / OTHER RECEIVABLE

157

All of the balance of short-term loans and advances to related parties have been long outstanding.

The Company and its subsidiary companies therefore set up provision in full amount.

11.11.11.11.11. REAL ESTATE DEVELOPMENT COSTSREAL ESTATE DEVELOPMENT COSTSREAL ESTATE DEVELOPMENT COSTSREAL ESTATE DEVELOPMENT COSTSREAL ESTATE DEVELOPMENT COSTS

Other receivable

Less : Allowance for doubtful debts

Other receivable - net

(Unit : Thousand Baht)

Separate financial statements Consolidated financial statements

2007798.4

(763.5)

34.9

2006 2007 2006791.3

(754.1)

37.2

787.3

(763.5)

23.8

781.3

(754.1)

27.2

The Company and its subsidiary companies believe that there will be no doubtful debt beyond

the provision amount set aside.

10.10.10.10.10. SHORT-TERM LOANS AND ADVANCES TO RELATED PARTIESSHORT-TERM LOANS AND ADVANCES TO RELATED PARTIESSHORT-TERM LOANS AND ADVANCES TO RELATED PARTIESSHORT-TERM LOANS AND ADVANCES TO RELATED PARTIESSHORT-TERM LOANS AND ADVANCES TO RELATED PARTIES



2007

4

10,252

218

10,474

(10,474)

-

2006 2007 2006

4

9,952

218

10,174

(10,174)

-

-

10,252

218

10,470

(10,470)

-

-

9,952

218

10,170

(10,170)

-

Interest policy

Related companies

Metro Department Store Co., Ltd.

EGV Ltd.

Others


Net

At cost of fund

At cost of fund

At cost of fund

Other receivableOther receivableOther receivableOther receivableOther receivable

158


2007

395,259

860,425

3,812,949

217,030

1,701,367

527,703

7,514,733

(4,825,243)

2,689,490

(455,842)

2,233,648

(937,770)

(217,360)

1,078,518

2006 2007 2006

395,259

860,425

3,812,949

217,030

1,701,903

527,183

7,514,749

(4,814,627)

2,700,122

(448,884)

2,251,238

(937,770)

-

1,313,468

395,259

860,425

3,812,949

217,030

1,701,367

427,937

7,414,967

(4,825,243)

2,589,724

(356,076)

2,233,648

(937,770)

(217,360)

1,078,518

395,259

860,425

3,812,949

217,030

1,701,903

427,417

7,414,983

(4,814,627)

2,600,356

(349,118)

2,251,238

(937,770)

-

1,313,468

Freehold land

Leasehold land

Land development costs

Project management fees

Construction costs

Others

Less : Accumulated amounts transferred to

costs of sales

Less : Accumulated amounts transferred to

costs of sales

Less : Amounts transferred to assets awaiting

transfer under rehabilitation plan - net

Amounts transferred to condominiums

and fixtures for lease - net


(Unit : Thousand Baht)The Company and its subsidiary companies have mortgaged 261 rai of their project land with

banks and financial institutions to secure against the secured bonds and other credit facilities

granted to the Company and its subsidiary companies. The Companyûs lenders and some of the

subsidiary companiesû lenders had submitted the claims according to the process of the business

rehabilitation in which the part of land and construction are to be transferred to settle debts with

creditors per rehabilitation plan. During the year ended 31 March 2006, the Company classified

the real estate development costs transferred to settle debts as assets awaiting transfer, presented

them as çAssets awaiting transfer under rehabilitation plané in the balance sheets, as discussed

in Note 17 to the financial statements.

During the current year, the Company sold land with costs totaling Baht 8.7 million to a

company whose authorised director is the authorised director of the Companyûs new investor,

K2J Holdings Company Limited, at a price of Baht 29.1 million. The selling price of the land

approximates the latest appraisal value of such land.

A meeting of the Board of Directors of the Company held on 14 November 2006 passed a

resolution approving the transfer to condominiums for lease of all subleased condominium units

in The Royal Place II, The Grand amounting to Baht 217.4 million, as discussed in Note 23 to

the financial statements.

12.12.12.12.12. LOW-COST RESIDENTIAL HOUSING PROJECT DEVELOPMENT COSTSLOW-COST RESIDENTIAL HOUSING PROJECT DEVELOPMENT COSTSLOW-COST RESIDENTIAL HOUSING PROJECT DEVELOPMENT COSTSLOW-COST RESIDENTIAL HOUSING PROJECT DEVELOPMENT COSTSLOW-COST RESIDENTIAL HOUSING PROJECT DEVELOPMENT COSTS

159

The low-cost residential housing project joint venture agreement is detailed below.


Consolidated and separate financial statements

2007 2006

Land procurement costs

Land costs

Borrowing costs

Others

Less : Accumulated costs of sales - land procurement

Costs of construction in progress

Development costs

Costs of fees

Costs of consultation

Others

Less : Allowance for impairment

Net

422,805

23,806

2,870

449,481

(448,981)

500

246,278

5,887

9,346

246

261,757

(92,583)

169,174

169,674

-

6,667

579

7,246

-

7,246

-

-

-

-

-

-

-

7,246

On 25 April 2006, the Company entered into the low-cost residential housing project joint

venture agreement to develop 20,000 units at a price of Baht 420,000 each, or for a total of

Baht 8,400 million. The Company is to procure the land and fund of construction, in

accordance with the conditions stipulated by the National Housing Authority. On 18 April

2006, the agreement was approved by the Central Bankruptcy Court. Ownership of the land is

to be transferred to the National Housing Authority directly by the agent, once the agent has

acquired such land, with the Company to receive a land fee as stipulated under the conditions of

the agreement. Subsequent to the transfer of the land to the National Housing Authority, should

it be found that the land is not in the conditions stipulated in the agreement, the Company is

responsible for any loss incurred by the National Housing Authority. Construction fees will be

received in installment, as authorised by the National Housing Authority.

During the year 2006, the Company, as plan administrator, approved payments totaling Baht

160

177.8 million for the cost of consultation, verification, land procurement and appraisal and

construction of the low-cost residential housing projects, recording them as the part of cost of

low-cost residential housing projects. Moreover, the Companyûs Board of Directors ratified the

above actions on 14 November 2006, the date on which the Central Bankruptcy Court ordered

the termination of the Companyûs business rehabilitation. However, the Company concluded that

the economic benefit generated may not fully cover the project costs incurred because the

uncertainties with regard to the current political situation may affect approval of the remaining

units of low-cost residential housing projects by the National Housing Authority (Currently, the

Company has received approval for 9,584 units of low-cost residential housing projects).

Therefore, the Company has recorded provision for impairment amounting to Baht 92.6 million

for part of the project costs, as presented under the caption of çLoss on provision for impairment

of low-cost residential housing projectsé in the income statements for the current year.

13.13.13.13.13. ADVANCES FOR LAND PROCUREMENT OF LOW-COST RESIDENTIALADVANCES FOR LAND PROCUREMENT OF LOW-COST RESIDENTIALADVANCES FOR LAND PROCUREMENT OF LOW-COST RESIDENTIALADVANCES FOR LAND PROCUREMENT OF LOW-COST RESIDENTIALADVANCES FOR LAND PROCUREMENT OF LOW-COST RESIDENTIALThe above balance represents advance paid to the owner of land to be developed into the low-


2007 2006

Balance at the beginning of year

Increase during the year

Transferred ownership to the National Housing Authority

Balance at the end of year

121,000

302,805

(422,805)

1,000

-

121,000

-

121,000


cost residential housing projects. The Company has already signed an agreement to purchase

and to sell the land.

As at 31 March 2007, the Company has contractual obligations amounting to approximately

Baht 144.3 million under an agreement to purchase and to sell the land.

14.14.14.14.14. ADVANCE FOR PURCHASE OF LANDADVANCE FOR PURCHASE OF LANDADVANCE FOR PURCHASE OF LANDADVANCE FOR PURCHASE OF LANDADVANCE FOR PURCHASE OF LANDThe outstanding balance represents advance paid to the owner of land to be developed in the

project of a company which is in the process of being established. The Company has already

signed an agreement to purchase and to sell the land.

As at 31 March 2007, the Company has contractual obligation amounting to approximately

Baht 861.7 million.

15. LOANS TO RELATED PARTIES15. LOANS TO RELATED PARTIES15. LOANS TO RELATED PARTIES15. LOANS TO RELATED PARTIES15. LOANS TO RELATED PARTIES

161

The relationship between the Group and these related companies is under common management.


Consolidated financial

statements

2007 2006 2007 2006

----

-

-

-

-

-

-

-

-

-

-

-

408,618

(404,047)

4,571

1,200,490

813,207

2,682,302

687,708

291,382

35,366

1,981

5,712,436

(5,424,801)

287,635

292,206

35,397

40,814

20,473

559,653

2,205,153

196,887

146,295

971,130

133,023

24,877

4,333,702

(4,278,662)

55,040

408,618

(404,047)

4,571

1,200,490

813,207

2,681,256

687,708

291,382

-

-

5,674,043

(5,386,408)

287,635

347,246

Interest policy

Subsidiary companies



Dnal Co., Ltd.





Treasure Pool Investments Limited

Rictor Assets Limited

Others


Associated company

Saraburi Property Co., Ltd.

Less : Allowance for doubtful debt

Related companies

Chula Land Development Co., Ltd.

Rachada Inter Development Co., Ltd.

United Bangkok Development Co., Ltd.

Bangkok Mass Transit System Plc.

Time Station Co., Ltd.

Hwa Kay Thai (Thailand) Co., Ltd.

Others


Net

-

-

-

-

-

-

-

-

-

-

-

-

-

489,162

(404,047)

78,615

1,200,490

813,207

2,596,674

670,978

291,382

34,876

2,560

5,610,167

(5,279,842)

330,325

408,940

At cost of fund

No interest charged

No interest charged

No interest charged

At cost of fund

At cost of fund

At cost of fund

At cost of fund

No interest charged

At cost of fund

No interest charged

No interest charged

No interest charged

At cost of fund

At cost of fund

No interest charged

At cost of fund

At cost of fund

37,421

40,814

20,473

559,653

2,135,965

228,204

146,295

1,207,198

183,291

23,452

4,582,766

(4,202,138)

380,628

489,162

(404,047)

78,615

1,200,490

813,207

2,595,628

670,978

291,382

-

579

5,572,264

(5,241,939)

330,325

789,568

Separate financial

statements

162

During the current year, the Company received land amounting to Baht 74.0 million from an

associated company and investments amounting to Baht 315.2 million from subsidiary

companies for debt settlement. The Company offset these amounts against the balance of loans

to these companies and used the land and investments to settle indebtedness to creditors per


The Company and its subsidiary companies believe that there will be no doubtful debt beyond

the amount set aside.

16.16.16.16.16. CASH DEPOSITED AS COLLATERAL FOR DEBT SETTLEMENTCASH DEPOSITED AS COLLATERAL FOR DEBT SETTLEMENTCASH DEPOSITED AS COLLATERAL FOR DEBT SETTLEMENTCASH DEPOSITED AS COLLATERAL FOR DEBT SETTLEMENTCASH DEPOSITED AS COLLATERAL FOR DEBT SETTLEMENTSince certain amounts of the Companyûs debt are pending the final court judgement or the

comptrollerûs order, the Company deposited Baht 555.1 million of cash with the Central Bank-

ruptcy Court as guarantees for debt settlements, of which Baht 512.6 million are provided as

collateral for settlement of unsecured creditors. The cash deposits are Baht 95.6 million lower

than the highest debt amounts per the proportions which the Company is obliged to pay in

accordance with the rehabilitation plan. The remaining cash deposits of Baht 42.5 million are

deposited as collateral for the settlement of secured creditors and unsecured creditors for which

other partiesû assets are placed as security. Both are entitled to receive repayment in the form of

ordinary shares of BTSC and some other assets of the Company and other parties, which the

Company did not transfer to the creditors but instead provided cash as a guarantee. The remain-

ing cash deposits are Baht 416.5 million lower than the highest debt amount per the proportion

at which the Company is obliged to transfer assets to the creditors in accordance with the


On 7 November 2006 and 2 February 2007, the Company filed a request for the return of cash

deposited as collateral for debt settlement of the unsecured creditors with the Central Bankruptcy

Court since the cash deposited with the Court by the Company was Baht 194.1 million in excess

of the amount of debt to be settled. Subsequently on 12 January 2007 and 8 March 2007, the

Company received the return of this cash from the Central Bankruptcy Court, leaving cash

totaling Baht 318.5 million deposited as collateral for debt settlement of the unsecured creditors

with the Court, which are still Baht 95.6 million lower than the highest debt amounts at the

proportion which the Company is obliged to pay in accordance with the rehabilitation plan.

Currently, the outstanding balance of cash deposited as collateral for debt settlement is Baht

361.0 million.

17.17.17.17.17. ASSETS AWAITING TRANSFER UNDER REHABILITATION PLANASSETS AWAITING TRANSFER UNDER REHABILITATION PLANASSETS AWAITING TRANSFER UNDER REHABILITATION PLANASSETS AWAITING TRANSFER UNDER REHABILITATION PLANASSETS AWAITING TRANSFER UNDER REHABILITATION PLAN

163

As discussed in Note 6 to the financial statements, the Companyûs lenders and some of its

subsidiary companiesû lenders had currently submitted the claims according to the process of

the business rehabilitation in which the part of assets of the Company and its subsidiary

companies are to be transferred to settle debts with creditors per rehabilitation plan. The

Company and its subsidiary companies consequently classified various assets (excluding invest

ments in subsidiary companies) transferred to settle debts to assets awaiting transfer under


During the current year, the Company transferred certain assets of the Company and another

company pledged as collateral to creditors per the rehabilitation plan and deposited certain assets

with the Deposit of Property Central Office, Legal Execution Department as collateral for debt

repayment. The Company adjusted the value of such assets in accordance with the values

stipulated in the rehabilitation plan and therefore recorded gain on transfer of assets for debt

settlement amounting to Baht 239.7 million.

Assets awaiting transfer under rehabilitation plan are detailed below.

The Company is in the process of negotiating the transfer of certain assets with the creditors.

In addition, certain assets are not transferred to the creditors since some of the Companyûs

debts are pending the final court judgement or the comptrollerûs order.

18.18.18.18.18. INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD/INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD/INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD/INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD/INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD/



2007937,770

506,948

188,990

1,633,708

239,748

(563,386)

1,602,955

2006 2007 2006Real estate development costs - net



Total

Add : Gain on transfer of assets for debt settlement

Less : Transferred assets to creditors perrehabilitation plan

Net

937,770

449,898

215,287

1,602,955

-

-

1,602,955

937,770

502,248

38,525

1,478,543

239,748

(563,386)

1,154,905

937,770

445,198

41,297

1,424,265

-

-

1,424,265

164

INVESTMENTS IN SUBSIDIARY COMPANIES AWAITING TRANSFERINVESTMENTS IN SUBSIDIARY COMPANIES AWAITING TRANSFERINVESTMENTS IN SUBSIDIARY COMPANIES AWAITING TRANSFERINVESTMENTS IN SUBSIDIARY COMPANIES AWAITING TRANSFERINVESTMENTS IN SUBSIDIARY COMPANIES AWAITING TRANSFER

UNDER REHABILITATION PLANUNDER REHABILITATION PLANUNDER REHABILITATION PLANUNDER REHABILITATION PLANUNDER REHABILITATION PLANThese represent investments in ordinary shares in the following subsidiary and associated

companies.

INVESTMENTS IN SUBSIDIARY COMPANIES (Separate financial statements)

During the year ended 31 March 2006, the Companyûs rehabilitation plan administrator has

2006

680,609

109,092

437,194

236,570

1,000

10,000

2,500

1,250

1,000

250

100

30,000

1,000

25

1,510,590


2007 2006

680,609

109,092

437,194

236,570

1,000

10,000

2,500

1,250

1,000

250

100

30,000

1,000

25

1,510,590

Percentage owned

by the Company

Cost method Equity method

Dnal Co., Ltd.


Muang Thong Apartment Co., Ltd.

Yong Su Co., Ltd.

Tanayong Food and Beverage Co., Ltd.


Tanayong Planner Co., Ltd.

Siam Paging and Communication Co., Ltd.


Tanayong Property Management Co., Ltd.

Thana City Management Co., Ltd.




Total

Paid-up capital

2007

98,917

5,219

23,343

78,989

(413)

32,436

2,984

(130)

(78,777)

1,788

(69)

(168)

(126)

21,777

185,770

2006

137,909

5,219

537,071

203,788

(308)

35,202

2,984

(140)

(78,776)

12,416

(139)

(168)

(126)

330,134

1,185,066

2007

50,000

10,000

433,500

234,000

1,000

10,000

2,500

1,250

1,000

250

100

30,000

1,000

25

2006

50,000

10,000

433,500

234,000

1,000

10,000

2,500

1,250

1,000

250

100

Net investment Dividend

2007

44,000

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Percent

100

100

100

100

100

100

100

100

100

100

100

100

100

100

Percent

100

100

100

100

100

100

100

100

100

100

100

100

100

100

CostCompanyûs name

resolved to register the dissolution of Luecha Land Development Co., Ltd., Tanayong Planner

Co., Ltd., Thana City Management Co., Ltd., Thana City Place Co., Ltd. and Tac Architects

Co., Ltd.. These subsidiary companies are currently liquidating their accounts and the Company

will not include the financial statements of such subsidiary companies in its consolidated

financial statements following the completion of their liquidation.

Under the rehabilitation plan, as discussed in Note 6 to the financial statements, the Company

will have to transfer the ordinary shares of Bangkok Mass Transit System Plc. (çBTSCé),

United Bangkok Development Co., Ltd., Hwa Kay Thai (Thailand) Co., Ltd., Theppratan

Property Co., Ltd., The Exchange Square Co., Ltd. and Time Station Co., Ltd. to settle debts

with secured creditors and creditors receiving settlement in accordance with original contracts

for debt repayment. This will reduce the Groupûs shareholding in BTSC to 1.86 percent, while

2007

165

all shares held in the other companies will be transferred. The Company has therefore classified

its investments in these subsidiary companies as çInvestments in subsidiary companies awaiting

transfer under rehabilitation plané and excluded the financial statements of these companies

from the consolidated financial statements since 1 June 2005.

Investments in subsidiary companies awaiting transfer under rehabilitation plan are detailed as

follows:

During the current year, the Company transferred the above companiesû shares to creditors per

rehabilitation plan and deposited certain shares with the Deposit of Property Central Office,

Legal Execution Department as collateral of debt repayment. The Company adjusted the value of

such companiesû shares in accordance with the values stipulated in the rehabilitation plan and

therefore recorded gain on transfer of assets for debt settlement amounting to Baht 809.9

million.

The remaining BTSCûs 72,000,000 ordinary shares, equivalent to 5.92 percent owned by the

Groupûs shareholding, were not transferred to the creditors since some of the Companyûs debts

are pending the final court judgement.

2006

1,587,507

92,427

(71,088)

12,280

1,655

173,158

1,795,939

(368,505)

-

1,427,434

-

-

-

1,427,434


2007

1,587,507

92,427

(71,088)

12,280

1,655

173,158

1,795,939

(368,505)

(11,938)

1,415,496

-

809,912

(2,001,065)

224,343

Separate financial

statements


United Bangkok Development Co., Ltd.


Theppratan Property Co., Ltd.

The Exchange Square Co., Ltd.

Time Station Co., Ltd.

Less : Provision for loss on diminution in value of investments

Adjusted capital reserve on consolidation

Total

Add : Received shares of other companies which is the

Companyûs guarantors


Less : Transferred assets to creditors per rehabilitation plan

Net

2007

960,858

92,427

(71,088)

12,280

1,655

173,158

1,169,290

(278,034)

(11,938)

879,318

507,710

809,912

(2,001,065)

195,875

Percent

31.51

100

100

80

100

75

Percent

30.41

100

100

80

100

75

Percentage owned

Consolidated financial

statements

Consolidatedfinancial

statementsSeparate financial

statements 2006

960,858

92,427

(71,088)

12,280

1,655

173,158

1,169,290

(278,034)

891,256

891,256

-

-

-

891,256

Companyûs name

166

Saraburi Property Co., Ltd.

Changklan Way Co., Ltd.

Golden Island (Thailand) Co., Ltd.

Total

2006

7,500

234,750

69,200

311,450


2007 2006 2007

7,500

69,200

76,700

Percentage owned by

the Company

Cost method Equity method

Paid - up capital

2007

-

-

-

-

2006

-

248,865

-

248,865

2007

25,000

-

185,000

2006

25,000

330,000

185,000

Net investment Dividend

2007

-

-

-

Percent

30

-

35

Percent

30

30.30

35

Cost

-

INVESTMENTS IN ASSOCIATED COMPANIES (Consolidated and separate financial statements)

On 31 March 2006, the Company entered into an agreement to purchase and to sell 2,000

ordinary shares of Changklan Way Co., Ltd. (hereinafter called çChangklané) for Baht 150,000

per share, a total of Baht 300 million, to individuals and a company. The Company received

payment of Baht 1.1 million on the contract date.

During the current year, the Company received Baht 150 million from the sales of 1,000

ordinary shares of Changklan at a price of Baht 150,000 per share, and transferred these

ordinary shares to the individuals and company. As a result, the Companyûs percentage holding

decreased to 15.15 percent and the Company has therefore classified its investment as çOther

long-term investmentsé and not recorded share of income (loss) from the investment in the

current year. The Company recorded gain of approximately Baht 25.6 million on the sales of

this investment presented as a separate item under the caption of çGain on sales of investment in

associated companyé in the income statements for the current year.

Under the above agreement to purchase and to sell, the buyer was to pay the remaining Baht 149

million from the sale of Changklan in full within September 2006. However, the buyer was

unable to comply with the agreement. Subsequently, the Company sent the buyer a letter dated

7 November 2006 requesting the buyer to take the shares and pay the remainder of the share

price to the Company. To date, the Company has not yet received the remaining share price from

the buyer.

Companyûs name

167

19.19.19.19.19. OTHER LONG-TERM INVESTMENTSOTHER LONG-TERM INVESTMENTSOTHER LONG-TERM INVESTMENTSOTHER LONG-TERM INVESTMENTSOTHER LONG-TERM INVESTMENTS

20.20.20.20.20. LAND HELD FOR FUTURE DEVELOPMENTLAND HELD FOR FUTURE DEVELOPMENTLAND HELD FOR FUTURE DEVELOPMENTLAND HELD FOR FUTURE DEVELOPMENTLAND HELD FOR FUTURE DEVELOPMENT


Separate


Consolidated

financial statementsSeparate


Consolidated


36,000

2,000

3,000

578

366,426

73,879

124,433

606,316

(494,527)

111,789

Percent

2.32

0.17

15.00

0.01

1.52

1.86

15.15

Percent

2.32

0.17

15.00

0.01

1.52

1.69

15.15

Siam Sat Network Co., Ltd.

Chanthaburi Country Club Co., Ltd.

Community and Estate Management Co., Ltd.

Bangkok Land Plc.

Time Regency Co., Ltd.


Changklan Way Co., Ltd.

Total

Less : Provision for loss on diminution

in value of investments

Net

2007 2006

Percentage of

shareholding Amount

36,000

2,000

3,000

643

366,426

36,006

-

444,075

(439,173)

4,902

Amount Amount Amount

36,000

2,000

3,000

578

366,426

36,006

124,433

568,443

(456,654)

111,789

Percent

2.32

0.17

15.00

0.02

1.52

1.86

-

Percent

2.32

0.17

15.00

0.02

1.52

1.69

-

36,000

2,000

3,000

643

366,426

73,879

-

481,948

(477,046)

4,902

Percentage of

shareholding

Percentage of

shareholding

Percentage of

shareholding



20075,130.3

(2,005.2)

3,125.1

(2,000.3)

1,124.8

(523.9)

1,602,955

600.9

2006 2007 2006Land held for future development

Less : Assets transferred for debt repayment

Less : Allowance for impairment

Less : Assets transferred to assets awaiting


Net

5,056.1

(2,005.2)

3,050.9

(1,965.7)

1,085.2

(449.9)

1,602,955

635.3

3,099.3

(324.3)

2,775.0

(1,684.7)

1,090.3

(519.2)

1,154,905

571.1

3,025.2

(324.3)

2,700.9

(1,650.1)

1,050.8

(445.2)

1,424,265

605.6

The Company and its subsidiary companies have mortgaged their land and constructions

thereon with banks and financial institutions to secure credit facilities granted to the Company

and its subsidiary companies. The Companyûs lenders and some of the subsidiary companiesû

lenders had submitted the claims according to the process of the business rehabilitation in

which the part of land are to be transferred to settle debts with creditors per rehabilitation plan.

Companyûs name

168

During the year ended 31 March 2006, the Company and its subsidiary companies classified

the land held for future development being transferred to settle debts as assets awaiting transfer,

presented them as çAssets awaiting transfer under rehabilitation plané in the balance sheets, as

discussed in Note 17 to the financial statements.

Land of Baht 539.5 million of which the Companyûs ownership is 70 percent was seized by the

Legal Execution Department for compulsory sale by auction, by court order as a result of the

Company having sued the other owners. Currently, the Company successfully bid for the land at

the open auction and is in the process of negotiating settlement with the Legal Execution

Department.

21.21.21.21.21. PROPERTY, PLANT AND EQUIPMENTPROPERTY, PLANT AND EQUIPMENTPROPERTY, PLANT AND EQUIPMENTPROPERTY, PLANT AND EQUIPMENTPROPERTY, PLANT AND EQUIPMENT(Unit : Baht)

Cost basis

207,044,233

-

-

2,021,302,379

2,228,346,612

-

-

-

-

1,420,000

100,000,000

29,138,612

130,558,612

205,624,233

2,097,788,000

Cost /Revalued amount :Cost /Revalued amount :Cost /Revalued amount :Cost /Revalued amount :Cost /Revalued amount :

As at 31 March 2006

Additions

Disposals

Revaluations

As at 31 March 2007

Accumulated depreciationAccumulated depreciationAccumulated depreciationAccumulated depreciationAccumulated depreciation

As at 31 March 2006

Depreciation for the year

Depreciation on disposals

As at 31 March 2007

Allowance for impairmentAllowance for impairmentAllowance for impairmentAllowance for impairmentAllowance for impairment

As at 31 March 2006

Impairment of advance for purchase

of land paid to prior shareholders

before acquisition of subsidiary

company

Impairment from appraisal

As at 31 March 2007

Net book value :Net book value :Net book value :Net book value :Net book value :

As at 31 March 2006

As at 31 March 2007

Depreciation charges for the years as includedDepreciation charges for the years as includedDepreciation charges for the years as includedDepreciation charges for the years as includedDepreciation charges for the years as included

selling, servicing and administrative expenses :selling, servicing and administrative expenses :selling, servicing and administrative expenses :selling, servicing and administrative expenses :selling, servicing and administrative expenses :

31 March 2006

31 March 2007

Consolidated financial statements

31,692,123,162

8,451,798

(155,100)

2,021,302,379

3,721,722,239

841,666,599

43,456,337

(155,099)

884,967,837

1,420,000

100,000,000

464,632,485

566,052,485

849,036,563

2,270,701,917

77,972,465

43,456,337

638,883,618

638,883,618

333,662,634

31,083,237

364,745,871

-

-

149,377,540

149,377,540

305,220,984

124,760,207

549,693,165

-

549,693,165

217,469,166

10,258,822

227,727,988

-

-

286,116,333

286,116,333

332,223,999

35,848,844

82,743,085

689,000

(155,100)

83,276,985

82,733,761

-

(155,099)

82,578,662

-

-

-

-

9,324

698,323

213,759,061

7,762,798

221,521,859

207,801,038

2,114,278

209,915,316

-

-

-

-

5,958,023

11,606,543

Revaluation basisà

Furniture

and office

equipment

Golf course

development

costsLand

Buildings

and

improvements

Motor

vehicles Total

169

(Unit : Baht)

Cost basis

92,844,233

-

-

2,021,302,379

2,114,146,612

-

-

-

-

-

29,138,612

29,138,612

92,844,233

2,085,008,000

Cost /Revalued amount :Cost /Revalued amount :Cost /Revalued amount :Cost /Revalued amount :Cost /Revalued amount :

As at 31 March 2006

Additions

Disposals

Revaluations

As at 31 March 2007

Accumulated depreciation :Accumulated depreciation :Accumulated depreciation :Accumulated depreciation :Accumulated depreciation :

As at 31 March 2006


Depreciation on disposals

As at 31 March 2007

Allowance for impairment :Allowance for impairment :Allowance for impairment :Allowance for impairment :Allowance for impairment :

As at 31 March 2006

Impairment from appraisal

As at 31 March 2007


As at 31 March 2006

As at 31 March 2007

Depreciation charges for the years as includedDepreciation charges for the years as includedDepreciation charges for the years as includedDepreciation charges for the years as includedDepreciation charges for the years as included

in selling, servicing and administrativein selling, servicing and administrativein selling, servicing and administrativein selling, servicing and administrativein selling, servicing and administrative

expenses :expenses :expenses :expenses :expenses :

31 March 2006

31 March 2007

Separate financial statements

1,497,206,979

7,044,079

(155,100)

2,021,302,379

3,525,398,337

762,419,062

42,901,012

(155,099)

805,164,975

-

464,632,485

566,052,485

734,787,917

2,255,600,877

52,737,323

42,901,012

633,335,559

633,335,559

326,423,014

31,083,237

357,506,251

-

149,377,540

149,377,540

306,912,545

126,451,768

549,693,165

549,693,165

217,469,166

10,258,822

227,727,988

-

286,116,333

286,116,333

332,223,999

35,848,844

81,184,985

689,000

(155,100)

81,718,885

81,175,665

43,699

(155,099)

81,064,265

-

-

9,320

654,620

140,149,037

6,355,079

146,504,116

137,351,217

1,515,254

138,866,471

-

-

-

2,797,820

7,637,645

Revaluation basis

Furniture

and office

equipment

Golf course

development

costsLandBuildings and

improvements

Motor

vehicles Total

The Company arranged for an independent professional valuer to appraise the value of certain

assets in 2007 on an asset-by-asset basis. The basis of the revaluation was as follows:-

- Land was revalued using the market approach.

- Buildings and improvements were revalued using the depreciated replacement cost approach.

170

The Company recorded the increases and decreases of the revaluation of those assets as follows:

(Unit : Baht)


Revaluation surplus :Revaluation surplus :Revaluation surplus :Revaluation surplus :Revaluation surplus :

Adjustment the increase in value against revaluation

surplus in shareholdersû equity

Allowance for impairment :Allowance for impairment :Allowance for impairment :Allowance for impairment :Allowance for impairment :

Diminution in value recorded as expenses in income

statements

Total

-

(149,377,540)

(149,377,540)

-

(286,116,333)

(286,116,333)

2,021,302,379

(464,632,485)

1,556,669,894

Land

Buildings and

improvements

Golf course

development

costs Total

2,021,302,379

(29,138,612)

1,992,163,767

As at 31 March 2007, certain plant and equipment items have been fully depreciated but are

still in use. The original costs of those assets amounted to approximately Baht 584 million

(2006: Baht 413 million) (Separate financial statements: Baht 321 million (2006: Baht 316 million).

The Company has mortgaged land and construction thereon with net book value as at 31 March

2007 of Baht 2,228.7 million as collateral for guarantee facility granted by bank.

22.22.22.22.22. LEASEHOLD RIGHTSLEASEHOLD RIGHTSLEASEHOLD RIGHTSLEASEHOLD RIGHTSLEASEHOLD RIGHTS

(Unit : Baht)


Costs :Costs :Costs :Costs :Costs :

As at 31 March 2006

Addition

As at 31 March 2007

Accumulated amortisation :Accumulated amortisation :Accumulated amortisation :Accumulated amortisation :Accumulated amortisation :

As at 31 March 2006

Amortisation for the year

As at 31 March 2007


As at 31 March 2006

As at 31 March 2007

Amortisation charges for the years as included in cost of sales andAmortisation charges for the years as included in cost of sales andAmortisation charges for the years as included in cost of sales andAmortisation charges for the years as included in cost of sales andAmortisation charges for the years as included in cost of sales and

selling, servicing and administrative expenses selling, servicing and administrative expenses selling, servicing and administrative expenses selling, servicing and administrative expenses selling, servicing and administrative expenses

31 March 2006

31 March 2007

12,000,000

6,489,400

18,489,400

6,400,000

451,503

6,851,503

5,600,000

11,637,897

400,000

451,503

171

23. CONDOMINIUMS AND FIXTURES FOR LEASE23. CONDOMINIUMS AND FIXTURES FOR LEASE23. CONDOMINIUMS AND FIXTURES FOR LEASE23. CONDOMINIUMS AND FIXTURES FOR LEASE23. CONDOMINIUMS AND FIXTURES FOR LEASE

24.24.24.24.24. CREDITORS PER REHABILITATION PLANCREDITORS PER REHABILITATION PLANCREDITORS PER REHABILITATION PLANCREDITORS PER REHABILITATION PLANCREDITORS PER REHABILITATION PLANFollowing the court order for the Company to enter into business rehabilitation, customers,

creditors and lenders were invited to lodge claims for settlement of debts with the comptroller in

Bankruptcy. The Company adjusted most of its liabilities in accordance with claims lodged by

creditors or the comptrollerûs orders. The Company has therefore reclassified these liabilities and

presented them as liabilities under the caption of çCreditors per rehabilitation plané in the

balance sheets.

During the current year, the Company adjusted certain liabilities which the Company had

recorded in its books at a value higher than the balance per the comptrollerûs order, to leave

amounts equal to the liability per the comptrollerûs order. The Company recorded the differences

adjusted, amounting to Baht 1,597.4 million, as a separate item under the caption of çReversal

of liabilities in excess of amounts per comptrollerûs orderé in the income statements of the current year.

During the current year, the Company transferred certain assets of the Company and of other

companies pledged as collateral to creditors per rehabilitation plan and deposited certain assets

with the Deposit of Property Central Office, the Legal Execution Department and the Central

Bankruptcy Court as collateral for debt settlement. The Company adjusted the value of such

assets in accordance with the values stipulated in the rehabilitation plan. As discussed in Note 17

and 18 to the financial statements, the Company recorded gain on transfer of assets for debt

settlement totaling Baht 1,049.6 million, presented as the separate item under the caption of

çGain on transfer of assets for debt settlementé in the income statements for the current year.

(Unit : Baht)


Net book value as at 31 March 2006Net book value as at 31 March 2006Net book value as at 31 March 2006Net book value as at 31 March 2006Net book value as at 31 March 2006

-Amounts transferred from real estate development costs

Acquisition of fixtures during the year - at cost


Allowance for impairment

Net book value as at 31 March 2007Net book value as at 31 March 2007Net book value as at 31 March 2007Net book value as at 31 March 2007Net book value as at 31 March 2007

-

217,360,000

5,542,345

(5,269,186)

(13,631,008)

204,002,151

172

As the Company repaid most of its debts by means of cash repayment, allocation of the Companyûs

additional issued shares to the creditors, and transfers of certain assets of the Company and other

companies placed as collateral, deposited some of its assets and the Companyûs shares in the

name of a subsidiary company with the Deposit of Property Central Office, the Legal Execution

Department and the Central Bankruptcy Court as collateral for debt settlement as stipulated in

the rehabilitation plan, and on 14 November 2006 were ordered by the Central Bankruptcy

Court to terminate the Companyûs business rehabilitation. The Company therefore recorded the

reduction of its debts to be equivalent to undue debts, the highest debt amounts at the proportion

which the Company is obliged to pay, and the debts of which the Company is an assets selling

agent, totaling Baht 4,767.5 million (Separate financial statements : Baht 4,768.6 million).

The Company recorded a gain on debt restructuring amounting to Baht 24,442.9 million (Separate

financial statements: Baht 25,072.9 million) arising from the reduction of its debts as an

extraordinary item in the caption of çGain on debt restructuringé in the income statements for

the current year.

Creditors per rehabilitation plan are detailed as follows:



2007

3,872,954

22,797,820

6,895,405

33,566,179

(2,564,451)

(248,878)

(1,542,427)

29,210,423

(24,442,879)

4,767,544

(4,020,977)

746,567

2006 2007 2006Secured creditors/Unsecured creditors for which


Unsecured creditors

Creditors receiving settlement in accordance

with original contracts

Less : Transferred assets for debt settlement

Issued additional shares for debt settlement

Cash paid for debt settlement

Less : Gain on debt restructuring

Total

Less : Current portion

Net

4,325,413

23,942,765

6,896,465

35,164,643

-

-

-

35,164,643

-

35,164,643

(35,164,643)

-

3,872,954

23,518,321

6,895,405

34,286,680

(2,564,451)

(266,667)

(1,613,997)

29,841,565

(25,072,938)

4,768,627

(4,021,247)

747,380

4,325,413

24,663,266

6,896,465

35,885,144

-

-

-

35,885,144

-

35,885,144

(35,885,144)

-

173

The outstanding balances as at 31 March 2007 are detailed as follows:


Consolidated financial statements

3,089,205

-

3,089,205

(3,089,205)

-

Secured creditors/Unsecured creditors for which


Unsecured creditors

Total


Net

459,021

426,054

885,075

(806,620)

78,455

-

793,264

793,264

(125,152)

668,112

3,548,226

1,219,318

4,767,544

(4,020,977)

746,567

Debts pending

for the final

judgement Undue debts Total

Debts of which the

Company is an

assets selling agent

Separate financial statements

3,089,205

-

3,089,205

(3,089,205)

-

Secured creditors/Unsecured creditors for which


Unsecured creditors

Total


Net

459,021

426,054

885,075

(806,620)

78,455

-

794,347

794,347

(125,422)

668,925

3,548,226

1,220,401

4,768,627

(4,021,247)

747,380

Debts pending

for the final

judgement Undue debts Total

Debts of which the

Company is an

assets selling agent


Under the rehabilitation plan, creditors of the Company have been grouped as follows:

Secured creditors/Unsecured creditors secured for which other partiesû assets are placed as

security

- Group 1 Secured creditors comprising less than 15 percent of total indebtedness

- Group 2 Unsecured creditors guaranteed by other individuals or juristic persons who agree to

transfer collateral to the creditors

Unsecured creditors

- Group 3 - Financial institutions

- Group 4 - Consulting fees

- Group 5 - Creditors under guarantees provided by the Company for loans of the original

borrowers

- Group 6 - Non financial-institution creditors

174

- Group 7 - Euro Convertible Bondholders

- Group 8 - Land sale creditors

- Group 9 - Creditors claiming compensation for physical injury

- Group 10 - Creditors under guarantees provided by the Company in accordance with

concessions agreements

- Group 11 - Swap transaction creditors

- Group 12 - Administrative expenses and costs of services related to financial instruments

- Group 13 - Dividend creditors

- Group 14 - Creditors who are juristic condominiums

- Group 15 - Creditors under agreements to purchase and to sell property or subleasing

agreements

- Group 16 - Creditors under court judgements

- Group 17 - Trade creditors

- Group 18 - Guarantors of the Companyûs debts

- Group 19 - Government agencies and state organisations

- Group 20 - Subordinated creditors


- Group 21 Creditors who entered into agreements to purchase and to sell BTSC shares,

creditors under agreements to provide financial support made with shareholders (Note

35.3), and creditors under guarantees provided for any damages incurred as a result of

decoration and/or construction and/or rental

25.25.25.25.25. SHORT-TERM LOANS AND ADVANCES FROM RELATED PARTIESSHORT-TERM LOANS AND ADVANCES FROM RELATED PARTIESSHORT-TERM LOANS AND ADVANCES FROM RELATED PARTIESSHORT-TERM LOANS AND ADVANCES FROM RELATED PARTIESSHORT-TERM LOANS AND ADVANCES FROM RELATED PARTIES

(Unit : Thousand Baht)Consolidated financial

statements

2007 2006 2007 2006 Interest policy

No interest charged

No interest charged

Related companies

Tin Tin Co., Ltd.

Others

Total

10,951

478

11,429

10,951

478

11,429

-

-

-

-

-

-

Separate financial

statements

175

26.26.26.26.26. LOANS FROM RELATED PARTIESLOANS FROM RELATED PARTIESLOANS FROM RELATED PARTIESLOANS FROM RELATED PARTIESLOANS FROM RELATED PARTIES

(1)Changed status from associated company to related company during the current year (Note

18 to the financial statements).

27.27.27.27.27. ADVANCE RECEIVED FROM TRANSFER OF SUBLEASING AGREEMENTADVANCE RECEIVED FROM TRANSFER OF SUBLEASING AGREEMENTADVANCE RECEIVED FROM TRANSFER OF SUBLEASING AGREEMENTADVANCE RECEIVED FROM TRANSFER OF SUBLEASING AGREEMENTADVANCE RECEIVED FROM TRANSFER OF SUBLEASING AGREEMENTOn 17 March 2006, the Company entered into various agreements to sublease condominium

units located on leasehold land, as detailed below.

Condominium unit subleasing agreement

The Company entered into contracts to sublease condominium units to a foreign company

(Ratchadamri Road Limited hereinafter called çRatchadamrié) whereby the Company is to

sublease all 81 units and received advance payment for the sublease period of approximately

Baht 133.3 million.

Put and call option agreements

The Company has a right to claim back subleased condominium units by making payment of the

higher of Baht 133.3 million and USD 3.3 million at the exchange rate on the day before the

option is exercised, plus additional payment at a rate of 15 percent per annum, and in any case

not less than the higher of Baht 10 million and USD 0.25 million at the exchange rate on the

day before the exercise date, which is considered to be compensation for contract cancellation.

On contract date, the Company has to pay Baht 6.6 million for the option to claim back the

subleased condominium units and if it does not exercise this call option within 13 September

2006, it has to pay the higher of Baht 6.6 million and USD 0.17 million at the exchange rate

as at 12 September 2006.



2007 2006 2007 2549 Interest policy

No interest charged

No interest charged

No interest charged

No interest charged

Associated company

Changklan Way Co., Ltd.(1)

Related companies


Changklan Way Co., Ltd.(1)

Others

Total

-

-

6,483

2,324

744

9,551

9,551

3,324

3,324

6,501

410

6,911

10,235

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

176

Ratchadamri has an option to return the subleased condominium units at a price of the higher of

Baht 133.3 million and USD 3.3 million at the exchange rate on the day before the option is

exercised, plus additional payment at a rate of 15 percent per annum, and in any case not less

than the higher of Baht 10 million and USD 0.25 million at the exchange rate on the day before

the exercise date.

The Company and Ratchadamri may exercise their options within 17 March 2007.

Conditional assignment agreement

The Company entered into a conditional assignment agreement with conditions relating to the

transfer of rights and obligations to comply with a land rental contract with a government

agency. If the Company is unable to claim the subleased condominium units back as per

contract, the Company is to register the transfer of the leasehold rights to the land on which the

condominium units are located to Ratchadamri so that Ratchadamri can manage the condo

minium units.

The Company has to conform with certain conditions stipulated in the agreements.

Subsequently, on 25 September 2006, the Company entered into call notice and settlement

agreement with Ratchadamri in order to amend the conditions of settlement of the subleasing fee

together with additional payment and compensation, as detailed below.

Currently, the Company has complied with the agreement.

Term

1

2

3

4

5

Date

29 September 2006

31 December 2006

31 January 2007

28 February 2007

31 March 2007

Baht

45,206,598

26,250,000

26,250,000

26,250,000

26,250,000

150,206,598

177

28.28.28.28.28. SHARE CAPITAL / PREMIUM ON ORDINARY SHARES / STATUTORYSHARE CAPITAL / PREMIUM ON ORDINARY SHARES / STATUTORYSHARE CAPITAL / PREMIUM ON ORDINARY SHARES / STATUTORYSHARE CAPITAL / PREMIUM ON ORDINARY SHARES / STATUTORYSHARE CAPITAL / PREMIUM ON ORDINARY SHARES / STATUTORY

RESERVERESERVERESERVERESERVERESERVEOn 6 October 2006, the Company registered changes in its share capital with the Ministry

of Commerce, from an issued and paid share capital of Baht 533,333,333 (533,333,333

ordinary shares with a par value of Baht 1 each) to Baht 5,333,333,333 (5,333,333,333

ordinary shares with a par value of Baht 1 each). The Baht 4,800,000,000 increase in the

Companyûs issued and paid share capital was the result of the acquisition of Baht 4,266,666,667

of new shares (4,266,666,667 ordinary shares with a par value of Baht 1 each) by the

Companyûs new investors, as discussed in Note 6 to the financial statements and the conversion

of debt of Baht 533,333,333 to equity (533,333,333 ordinary shares with a par value of

Baht 1 each) in accordance with the rehabilitation plan. Ordinary shares amounting to Baht

275,628,054 (275,628,054 ordinary shares with a par value of Baht 1 each) were registered

in the name of a subsidiary company, given that the share certificates cannot be issued to the

creditors as certain amounts of debt are not due while some are pending for the final court

judgement or the comptrollerûs order. Consequently, the numbers of shares allocated to each

creditor are stilluncertain as the debt ratio might be altered according to the final court

judgement. The Company recorded issuance of additional shares and conversion of debt to

equity at a fair value of Baht 0.50 per share, resulting in discounts on ordinary share capital

amounting to Baht 2,400,000,000. The discount on ordinary share capital was recorded as a

deduction against the premium on ordinary shares, leaving premium on ordinary shares of Baht

5,199,757,298. In accordance with the rehabilitation plan, the remaining premium on ordinary

shares and statutory reserve amounting to Baht 365,563,524 were offset with the deficit as at

the date of the capital increase.

29.29.29.29.29. REVALUATION SURPLUSREVALUATION SURPLUSREVALUATION SURPLUSREVALUATION SURPLUSREVALUATION SURPLUSThis represents surplus arising from revaluation of land as discussed in Note 21 to the financial

statements.

The revaluation surplus can neither be offset against deficit nor used for dividend payment.

30.30.30.30.30. COMPANYûS SHARES HELD BY SUBSIDIARY COMPANIESCOMPANYûS SHARES HELD BY SUBSIDIARY COMPANIESCOMPANYûS SHARES HELD BY SUBSIDIARY COMPANIESCOMPANYûS SHARES HELD BY SUBSIDIARY COMPANIESCOMPANYûS SHARES HELD BY SUBSIDIARY COMPANIESThe Company allocated 35,577,912 ordinary shares at a price of Baht 0.50 each or for a total

of Baht 17,788,956 to subsidiary companies as the Companyûs creditors, and recorded this

amount under the heading of .Companyûs shares held by subsidiary companiesé, presented as a

deduction from the shareholdersû equity in the balance sheets.

178

Subsequently on 29 November 2006, a subsidiary company sold 3,800,000 shares in the

Company to the Companyûs directors, at a price of Baht 0.50 each, totaling Baht 1,900,000.

As a result, 31,777,912 shares at a price of Baht 0.50 each, totaling Baht 15,888,956 of the

Companyûs shares are held by subsidiary companies.

31.31.31.31.31. RELATED PARTY TRANSACTIONSRELATED PARTY TRANSACTIONSRELATED PARTY TRANSACTIONSRELATED PARTY TRANSACTIONSRELATED PARTY TRANSACTIONSDuring the years, the Company and its subsidiary companies had significant business transac-

tions with related parties, which have been concluded on commercial terms and bases agreed

upon in the ordinary course of businesses between the Company and those companies. Below is

a summary of those transactions.


For the years ended 31 March

Pricing policy2007

100

103

2006

119

145

Consolidated and separate financial statementsConsolidated and separate financial statementsConsolidated and separate financial statementsConsolidated and separate financial statementsConsolidated and separate financial statements

Transaction with related companies

Interest income

Separate financial statementsSeparate financial statementsSeparate financial statementsSeparate financial statementsSeparate financial statements

Transaction with subsidiary companies

Interest income

At cost of fund

At cost of fund

Consolidated


Separate

financial statements2007 2006 2007 2006

Number of employees at end of the year (Persons)

Employee costs during the year (Thousand Baht)

225

53,811

212

43,285

83

30,242

57

20,178

The outstanding balances of the above transactions were shown as separate items in the

balance sheets.

Directors and managementûs remunerationDirectors and managementûs remunerationDirectors and managementûs remunerationDirectors and managementûs remunerationDirectors and managementûs remuneration

During the current year, meeting allowances and gratuities to their directors and management

totaling Baht 15.1 million (2006 : Baht 11.3 million).

32.32.32.32.32. CORPORATE INCOME TAXCORPORATE INCOME TAXCORPORATE INCOME TAXCORPORATE INCOME TAXCORPORATE INCOME TAX

The Company is not liable to corporate income tax for the year due to tax loss brought

forward.

33.33.33.33.33. NUMBER OF EMPLOYEES AND RELATED COSTSNUMBER OF EMPLOYEES AND RELATED COSTSNUMBER OF EMPLOYEES AND RELATED COSTSNUMBER OF EMPLOYEES AND RELATED COSTSNUMBER OF EMPLOYEES AND RELATED COSTS

179

34.34.34.34.34. BASIC EARNINGS PER SHAREBASIC EARNINGS PER SHAREBASIC EARNINGS PER SHAREBASIC EARNINGS PER SHAREBASIC EARNINGS PER SHAREBasic earnings per share is calculated by dividing net income (loss) for the year by the weighted

average number of ordinary shares in issue during the year net of the number of the Companyûs

shares held by subsidiary companies.

35.35.35.35.35. COMMITMENTS AND CONTINGENT LIABILITIESCOMMITMENTS AND CONTINGENT LIABILITIESCOMMITMENTS AND CONTINGENT LIABILITIESCOMMITMENTS AND CONTINGENT LIABILITIESCOMMITMENTS AND CONTINGENT LIABILITIES

35.135.135.135.135.1 Capital commitmentsCapital commitmentsCapital commitmentsCapital commitmentsCapital commitments

- The Company had outstanding commitment of approximately Baht 1,802 million

in respect of the construction contract of low-cost residential housing projects of

which the Company had already entered into an agreement with contractors.

- The Company had outstanding commitment of approximately Baht 20 million in

respect of the consultation fees of low-cost residential housing projects.


respect of the land improvement of low-cost residential housing projects.


respect of the purchase of land for the low-cost residential housing project

development.


respect of the purchase of land of a company which is in the process of being

established.

35.235.235.235.235.2 Operating lease commitmentOperating lease commitmentOperating lease commitmentOperating lease commitmentOperating lease commitment

- The Company has entered into leasehold agreements for the period of 30 years, as

from 1 July 1997 and 1 December 1997. A monthly rental charge is Baht 200,000

and Baht 500,000, respectively and will be increased by 5 percent each year of the

lease period.

35.335.335.335.335.3 Other commitmentOther commitmentOther commitmentOther commitmentOther commitment

- BTSC filed a claim with the Comptroller in Bankruptcy seeking settlement of

liabilities of Baht 2,083,703,957 in respect of financial support provided by the

principal shareholders under the Principal Shareholders Subordinated Debt Facilities

Agreement. BTSC agreed to the termination of commitments under such agreement

under a letter written as plan administrator dated 27 March 2006 since it believes

the rights under such agreement give rise to the receipt of more liabilities than

benefits from the Company. Currently, BTSC is under rehabilitation plan.

180

35.435.435.435.435.4 GuaranteesGuaranteesGuaranteesGuaranteesGuarantees

- As at 31 March 2007, there was outstanding bank guarantee of Baht 420 million

issued by bank on behalf of the Company to the National Housing Authority for the

low-cost residential housing projects.

- The Company and its subsidiary companies have mortgaged 1,627 rai of their land

and buildings amounting to approximately Baht 1,560 million (2006 : 1,627

rai amounting to approximately Baht 1,603 million) with banks and financial

institutions to secure against the secured bonds and other credit facilities granted

to the Company and its subsidiary companies. Under the rehabilitation plan,

the Company and its subsidiary companies will have to transfer such land and

buildings to settle debts with creditors per rehabilitation plan. During the current

year, the Company transferred 57 Rai of land and buildings amounting to

approximately Baht 250 million to some of creditors per rehabilitation plan.

The Company is in the process of negotiating the transfer of the remaining assets

with the creditors. In addition, certain assets are not transferred to the creditors since

some of the Companyûs debts are pending the final court judgement or the

comptrollerûs order.

35.535.535.535.535.5 LitigationLitigationLitigationLitigationLitigation

- The Company has been sued by customers of land and condominium project calling

to pay compensation amounting to approximately Baht 78.2 million for allegedly

wrongful termination of the contracts to purchase and to sell.

- The Company has been sued by a contractor and a creditor calling to pay compen-

sation amounting to approximately Baht 60.6 million for allegedly wrongful termi-

nation of construction and advertising contracts. However, the Company believes

that it will suffer no losses significantly as a result of this litigation.

- A creditor has sued the Company for the refund cost of land, amounting to approxi-

mately Baht 237.5 million, plus interest at the rate of 7.5 percent per annum as

from 7 October 1994. The land price was outstanding because the creditor had

breached a condition of the contract to purchase and to sell the land.

- The Company has been sued by a local financial institution, together with its

directors, for repayment of a short-term loan and interest charges amounting to Baht

150.5 million.

- The Company and its subsidiary company have been sued by account payable for

land fee, together with their directors, for repayment of land of approximately Baht

436.8 million. The price of the land was outstanding because the creditor had

breached a condition of the contract to purchase and to sell the land. However, the

181

Company and its subsidiary company believe that they will suffer no losses signifi

cantly as a result of this litigation.

- The group of bondholders of the convertible bonds and secured bonds have brought

litigation against the Company in overseas courts. The courts judged in favor of the

bondholders and ordered the Company to repay all indebtedness to the convertible

bondholders and transfer all secured assets of the Company and its subsidiary

companies to the secured bondholders. Such assets have a net book value as at the

balance sheet date of approximately Baht 1,231.5 million.

Subsequently, the Company has been sued by a local bank, together with its two

subsidiary companies, for payment of secured bonds, plus interest charged and other

related expenses of approximately Baht 4,250.8 million. The case is in the process

of the appeal of these subsidiary companies. Therefore, those subsidiary companies

have set up no contingent liability in their accounts.

On 9 October 2001, the representative of the group of bondholders of the

convertible bonds lodged a bankruptcy suit against the Company with the Central

Bankruptcy Court for debt totaling USD 130 million, seeking to have the Company

settle all indebtedness.

The plaintiff of various cases had submitted the claims to the comptroller according to the

rehabilitation plan. On 14 November 2006, the Central Bankruptcy Court ordered the

termination of the Companyûs business rehabilitation; the cases filing prior to the order of

rehabilitation from the Central Bankruptcy Court are consequently terminated. Currently,

the Company is in the process of the remaining debt settlement in accordance with the terms

stipulated in the rehabilitation plan. However, some debt balances are pending the final court

judgement or the comptrollerûs order.

The litigations related to its subsidiary companies and its directors are going on.

182

(Unit : Million Baht)For the years ended 31 March

Real estate

business

Rental and

services

businessHotel

business

Other

revenues Elimination Total2007

609

(187)

2006

77

(131)

Revenues

Segment operating income (loss)

Share of income from investments accounted for

under equity method - associated companies

Share of income from investments accounted for

under equity method - subsidiary companies awaiting

transfer under rehabilitation plan




Interest income

Doubtful debts


Loss on provision for impairment of assets

Loss on adjustment of the value of loans

according to the related companyûs rehabilitation plan


Loss on exchange rate

Income (loss) before interest expenses and corporate income tax

Interest expenses

Corporate income tax

Income (loss) before extraordinary item

Extraordinary item

Gain on debt restructuring

Net income (loss) for the year

2007

77

(19)

2006

82

-

2007

35

(108)

2006

39

(10)

2007

24

24

2006

88

88

2007

(3)

(1)

2006

26

26

2007

742

(291)

-

-

1,597

1,050

26

105

(116)

(465)

(73)

(42)

(17)

-

1,774

(2)

-

1,772

24,443

26,215

2006

312

(27)

15

2,706

1,256

-

-

119

(3,415)

-

-

-

(442)

(441)

(229)

(220)

(1)

(450)

-

(450)

36.36.36.36.36. SEGMENT INFORMATIONSEGMENT INFORMATIONSEGMENT INFORMATIONSEGMENT INFORMATIONSEGMENT INFORMATIONThe Company and its subsidiary companiesû financial information of real estate business, rental

and services business and hotel business in the consolidated financial statements for the years

ended 31 March 2007 and 2006 are as follows:

183

The Company and its subsidiary companiesû assets of real estate business, rental and service

business and hotel business in the consolidated financial statements as at 31 March 2007 and

2006 are as follows :-


Real estate business Hotel business Total

2007

1,079

601

2,268

2006

1,313

635

747

2007

-

-

2

2006

-

-

1

2007

-

-

1

2006

-

-

101

2007

1,079

601

2,271

1,310

224

1,460

6,945

2006

1,313

635

849

1,603

1,427

965

6,792




Assets awaiting transfer under rehabilitation

plan - net

Investments in subsidiary companies awaiting


Other assets

Total assets

Rental and

service business

37.37.37.37.37. FINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTS37.137.137.137.137.1 Financial risk managementFinancial risk managementFinancial risk managementFinancial risk managementFinancial risk management

The Company and its subsidiary companiesû financial instruments, as defined under

Thai Accounting Standard No. 48 çFinancial Instruments: Disclosure and Presentationsé,

principally consist of the following.

Financial liabilities

- Accounts payable - trade

- Short-term loans and advances from

related parties

- Creditors per rehabilitation plan

- Advances received from employer and

deferred construction revenue

- Loans from related parties

Financial assets

- Cash and cash equivalents

- Short-term investment

- Accounts receivable - trade

- Advances for land procurement of low-cost

residential housing projects

- Advances for purchase of land

- Other receivable - net

- Restricted deposits

- Cash deposited as collateral for debt settlement

- Loans to related parties - net

184

The financial risks associated with these financial instruments and how they are

managed is described below.

Credit riskCredit riskCredit riskCredit riskCredit risk

The Company and its subsidiary companies are exposed to credit risk primarily with

respect to trade accounts receivable and loans. The Company and its subsidiary

companies manage the risk by adopting appropriate credit control policies and

procedures and therefore do not expect toincur material financial losses. In addition, the

Company and its subsidiary companies do not havehigh concentration of credit risk since

they have various and large customer base. The maximum exposure to credit risk is

limited to the carrying amounts of trade accounts receivable and loans as stated in the

balance sheets.

Interest rate riskInterest rate riskInterest rate riskInterest rate riskInterest rate risk

Interest rate risk is the risk that future fluctuations in market interest rates will affect the

operating results and cash flows of the Company and its subsidiary companies.

The Company and its subsidiary companies consider themselves no interest rate risk

because the Company and its subsidiary companies have most of financial assets

carrying floating interest rate which will fluctuate in line with the market interest rates or

fixed interest rates which approximate the current market interest rate and most of

financial liabilities under the rehabilitation plan and no interest.

Foreign currency riskForeign currency riskForeign currency riskForeign currency riskForeign currency risk

Foreign currency risk is the risk that the value of financial instruments will fluctuat

because of changes in foreign exchange rate.

The Company and its subsidiary companies consider themselves no foreign currency

risk because the Company and its subsidiary companies have most of financial assets in

foreign currency, loans to related parties which were recorded allowance for doubtful

debts in full amount.

37.237.237.237.237.2 Fair value of financial instrumentsFair value of financial instrumentsFair value of financial instrumentsFair value of financial instrumentsFair value of financial instruments

Since the majority of the Company and its subsidiary companiesû financial assets and

liabilities are short-term or have interest rates close to the market rates and under the

rehabilitation plan. The fair values of these financial assets and liabilities are not

expected to differ materially from the amounts presented in the balance sheets.

A fair value is the amount for which an asset can be exchanged or a liability settled

between knowledgeable, willing parties in an armûs length transaction. The fair value is

185

determined by reference to the market price of the financial instrument or by using and

appropriate valuation technique, depending on the nature of the instrument.

38.38.38.38.38. SUBSEQUENT EVENTSSUBSEQUENT EVENTSSUBSEQUENT EVENTSSUBSEQUENT EVENTSSUBSEQUENT EVENTSThe extraordinary meeting of the Companyûs shareholders No. 1/2007, held on 3 May 2007,

passed the following significant resolutions :-

a) Approved an increase in share capital from Baht 5,333,333,333 (5,333,333,333 ordinary

shares with a par value of Baht 1 each) to Baht 5,813,333,333 (5,813,333,333 ordinary

shares with a par value of Baht 1 each) by issuing 480,000,000 ordinary shares with a par

value of Baht 1 each in order to invest in a company which is in the process of being

established.

b) Approved allocation of additional shares a) by means of sales to investors selected by the

Board of Directors at a price of Baht 1.28 per share.

The Company registered the increase in its share capital with the Ministry of Commerce on

4 May 2007. Subsequently the Company received additional share capital of Baht 614.4

million (480,000,000 ordinary shares with a value of Baht 1.28 each) and registered the

increase in its issued and paid share capital with the Ministry of Commerce on 9 May 2007 and

17 May 2007.

39.39.39.39.39. RECLASSIFICATIONRECLASSIFICATIONRECLASSIFICATIONRECLASSIFICATIONRECLASSIFICATIONCertain amounts in the financial statements for the year ended 31 March 2006 have been

reclassified to conform to the current yearûs classification, with no effect on previously reported

net loss.

40.40.40.40.40. APPROVAL OF FINANCIAL STATEMENTSAPPROVAL OF FINANCIAL STATEMENTSAPPROVAL OF FINANCIAL STATEMENTSAPPROVAL OF FINANCIAL STATEMENTSAPPROVAL OF FINANCIAL STATEMENTSThese financial statements were authorised for issue by the Companyûs Board of Directors on

29 May 2007.

Auditor RemunerationAuditor RemunerationAuditor RemunerationAuditor RemunerationAuditor RemunerationAudit Fee

The Company and subsidiary companies paid an audit fee to Ernst & Young Office Limited,

the office of the auditors for the year ended 31 March, 2007 at the amount of Bath 2,870,000

References

Share Registrar 2nd Capital Market Academy Bldg., 2/7 moo 4 (North Park) Vipavadi Road Thoong Song Hong, Laksri, Bangkok 10110 Tel. 0-2596-9000

Auditors Mr. Supachai Phanyawattano Certified Public Accountant (Thailand) No. 3930

Ernst & Young Office Limited 33rd Floor, Lake Rajada Office Complex 193/136-137 New Rajadapisek Road, Bangkok 10110 Tel. 0-2264-0777, Fax. 0-2264-0789-90

Financial Advisor Fn Asia Advisory Co., Ltd. 28th Thaniya PlaZa Bldg. 52 Silom rd., Suriyawong, Bangrak. Bangkok 10500 Tel. 0-2231-2044 Fax. 0-2231-2062 Legal Advisor White & Case (Thailand) Limited 22nd Floor, Mercury Tower 540 Ploenchit Road, Lumpini, Pathumwan, Bangkok Tel. 0 2264-8000 Fax. 0 2657-2222

Page 186

:: annual report 2006/2007 ::

Documents