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Transcript of Banpu 00
BANPU PUBLIC COMPANY LIMITED
26th-28th Fl., Grand Amarin Tower, 1550 New Petchburi Rd., Ratchathewi, Bangkok 10320, ThailandTel. (662) 207-0688, 207-0730-1 Fax (662) 207-0695-8 www.banpu.co.th 2 0 0 0 J u l y 1 , 1 9 9 9 - J u n e 3 0, 2 0 0 0
B A N P U P U B L I C C O M P A N Y L I M I T E DA n n u a l R e p o r t
Financial Highlights ----------------------------------------------------------------------------------------- 1
Message from the Board of Directors ----------------------------------------------------------------- 2-3
Chief Executive Officer’s Review ----------------------------------------------------------------------- 4-5
Chief Financial Officer’s Review ------------------------------------------------------------------------ 6-7
Banpu’s Joint Investment in Power Projects --------------------------------------------------------- 8-9
Operational Results ------------------------------------------------------------------------------------10-11
The Industry and Competition -----------------------------------------------------------------------12-16
Milestones during the Previous Year ----------------------------------------------------------------17-19
Management Discussion and Analysis on Financial Statements -------------------------------20-26
Risk Factors --------------------------------------------------------------------------------------------27-28
Certain Investment Considerations ------------------------------------------------------------------29-30
The Outstanding of Bill of Exchange or Debentures --------------------------------------------- 31-32
Connected Person and Related Transactions ------------------------------------------------------ 33-35
Nature of Business -------------------------------------------------------------------------------------36-37
The Shareholders and Management ----------------------------------------------------------------38-39
Board of Directors and Executives -----------------------------------------------------------------40-45
Shareholdings of Management -------------------------------------------------------------------------- 46
Remuneration for Management ---------------------------------------------------------------------47-48
Other References ------------------------------------------------------------------------------------------- 49
Audit Committee Clarification --------------------------------------------------------------------------- 50
Auditor’s Report ------------------------------------------------------------------------------------------- 51
Financial Statements ----------------------------------------------------------------------------------52-89
Appendix : Shareholdings of Over 10% ---------------------------------------------------------------- 90
Appendix : Name, Address of Head Office,
Type of Business, Percentage of Holdings ----------------------------------------------------------91-92
Checklist to the SEC’s 56-2 Form ---------------------------------------------------- Inner-Back Cover
CONTENTS
P a g e
1. General Information
1.1 Company profiles 91, Back Cover
1.2 Entities which company holds over 10% of share 90-92
1.3 Other references 49
2. Message from the Board of Directors 2-3
3. Audit Committee Clarification 50
4. Summary of Financial Information
4.1 Information from financial statements 1
4.2 Financial ratios 1
5. Nature of Business
5.1 Revenue structure 36-37
5.2 Milestones in the past year 17-19
6. The Industry and Competition 12-16
7. The Shareholders and Management
7.1 The Shareholders 38-39
7.2 The Management 40-45
7.3 Remuneration for Management 47-48
8. Connected Person and Related Transactions 33-35
8.1 Inter-group transactions with mutual benefit
8.2 Inter-group transactions between Banpu Public Company Limited, Subsidiaries and Related companies
for which the related parties, hold more than 5% of the voting shares
8.3 Occurrence of inter-group transactions
8.4 Opinion of outside directors and independent experts
8.5 Opinion of outside directors about the commitments of conditions in the company prospectus
9. Risk Factors 27-28
10. Certain Investment Considerations
10.1 Legal disputation 29
10.2 Obligations for future share issuance 30
11. Information on Debentures or Bill of Exchange
(Particularly in case of the companies proposal to sell debentures and bill of exchange which were not issued) 31-32
12. Management Discussion and Analysis 20-26
12.1 Appropriateness of capital structure, sufficiency of liquidity, assets quality, potential of making profit and efficiency of operations.
12.2 Reasons for change in financial items and key ratios
12.3 Special items or items not occurring from ordinary operation, but having substantial affect on financial status and operations
12.4 The main reason which caused the difference between the operations of current year and the previous year of estimations
12.5 The main changes which occurred after the latest financial statements date and possible affect to the financial status and operations
12.6 Affect from shareholding adjustments of affiliated companies
12.7 Guarantee for other parties, possible liabilities, project investment commitments and other similar commitments
13. Financial Statements 52-89
T H E S E C ’ S 5 6 - 2 F O R M
C H E C K L I S T T O
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P e r f o r m a n c e H i g h l i g h t s For the fiscal year ended June 30
2000 1999 1998
F I N A N C I A L H I G H L I G H T S
Total Assets (Million Baht) 13,769 14,567 13,274
Total Liabilities (Million Baht) 7,162 7,823 8,706
Total Shareholders’ Equity (Million Baht) 6,499 6,596 4,504
Sale Revenues (Million Baht) 4,439 3,662 3,238
Total Revenues (Million Baht) 4,723 5,666 4,360
Gross Profit (Million Baht) 776 1,045 782
Net Profit from Operation (Million Baht) (95) 2,275 791
Net Profit (Million Baht) (814) 1,807 (2,766)
Dividend per Share (Baht) 2.00 0.00 3.50
Book Value per Share (Baht) 31.01 62.95 85.97
Earnings per Share (Baht) (5.48) 22.37 (52.80)
F I N A N C I A L R A T I O H I G H L I G H T S
Gross Profit Margin (%) 17.49 28.54 24.16
Net Profit Margin (%) (18.34) 49.36 (85.44)
Return on Assets (%) (5.79) 12.64 (21.65)
Return on Equity (%) (12.27) 27.91 (45.89)
Interest Coverage Ratio (Times) 3.08 3.29 2.36
Net Debt to Equity Ratio (Times) 0.99 1.09 1.82
O P E R A T I O N H I G H L I G H T S
Coal - Sales (Thousand tons) 4,141 3,497 2,812
Engineering Services - Job Completed (Million BCM.) 48.99 45.72 49.05
Number of Employees (Persons) 858 884 978
H I G H L I G H T S
F I N A N C I A L
R e m a r k :
Financial figures are based on Banpu Public Company Limited consolidated financial statement.
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In the past year, when the country’s economy was slowly recovering in the midst of
continued uncertainties and the absence of a sure sign of continual growth, Banpu Public
Company Limited relentlessly continued its reorganization, which set out in the previous year.
Both the corporate structure and strategy were restructured to further strengthen its
competitive edge, to lower overall risks and to reduce financial costs.
As a result of the reorganization to make the corporate structure more compact and
the lines of responsibility clearer in order to be competitive in the local and the international
markets, Banpu’s core business lines were divided into two major areas: the coal and
minerals business and the power business. Over the past year, both lines of business have
remarkably progressed.
The Coal and Minerals Business. The Company was able to further meet the
customers’ needs in terms of quality and quantity through the adjustment in production and
procurement strategies. In the past year, the Company increased annual sales from 3.49
million tons to 4.14 million tons, which was a 18.62% leap. The increase came from the
cement industry, the power industry and the sales in foreign markets. Although the increase
was lower than expected, the Company was able to expand its foreign markets, leading to
increased coal exports to India and Taiwan. As for the coal production project in Indonesia,
the Company has installed the machinery and finished the construction of the port at Jorong
Mine on Kalimantan Island. Coal has been produced and sold to customers in Indonesia,
Thailand and other countries in the region. Meanwhile, the calcium carbonate production
project in Vietnam has also been completed for serving various markets.
The Power Business. The past year saw a remarkable progress in the power
business especially in two projects: the Phase 3 power project of the Cogeneration Public
Company Limited, which was completed in March 2000 and has since then started its
production at full capacity to generate electricity and steam for the Electricity Generating
Authority of Thailand (EGAT) as well as all industrial customers; and the power project of
the Tri Energy Company Limited, which was also completed in June 2000 and has been
generating electricity for EGAT as scheduled. As regards to the BLCP power project, the
Company has signed an agreement with EGAT to confirm the four-year deferment of the
original schedule to be in line with the situation concerning the country’s needs for electricity.
Meanwhile, the Company has adjusted the project development strategy to respond to the
new project objectives. Moreover, the Company has expanded its power business in foreign
markets through the joint investment in Amata Power (Bien Hoa) Limited in Vietnam, which
is believed to have high potential for further development and expansion.
Mr. Metha Auapinyakul
C h a i r m a n
T H E B O A R D O F D I R E C T O R S
M E S S A G E F R O M
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In the past year, the sales revenues rose from Baht 3,662 million to Baht 4,439
million, which was an increase of 21.20%. The increase came from coal sales, engineering
services for the excavation and transportation of soil and lignite for EGAT, industrial
minerals sales, port services and other services. The increase took place in all products and
services. However, the Jorong Mine on Kalimantan Island was at the early stage of its
operation and was not producing at its full capacity; the production costs per unit were
therefore higher than expected. In addition, there was also an increase of imported coal
sales at a lower profit margin than that of the local coal. Consequently, the company’s gross
profit margin was Baht 776 million, which was 17.50% of the total sales. The operating
profit was Baht 37 million after interest payment and income tax. Nevertheless, when
combined with Baht 140 million in foreign exchange loss, Baht 432 million in impairment
loss and the project written off, and Baht 279 million in operation loss and exchange loss
of the power subsidiary companies, the Company’s net loss was Baht 814 million.
In terms of financial management, the Company continued the reorganization of its
financial management to strengthen itself and yet be able to maintain its flexibility with
investment plans and particularly to lower the risk of foreign exchange rates by taking
appropriate advantage of liquidity in local money market and capital market. In the past
year, the Company sold local debentures worth Baht 2,000 million and increased its capital
to Baht 1,048 million so as to pay off loans which were of higher costs particularly foreign
debentures, certain portions of which would be paid off before the due date in 2003. Even
though the debentures settlement would be higher than the nominal rate attached to the
debentures, the investment would be worthwhile since it would save the Company from
spending more on capital and financial costs in the future. The foreign exchange risks will
also be reduced, which would enable the Company to make more profit in the coming years.
In addition, the Company alleviated all obligations made with associated companies back in
1997 in order to complete the construction of the power plant project regardless of the
economic crisis.
The success of local and overseas joint-venture projects, especially in the power
business, have demonstrated the effective cooperation between the Company and its partners
both in the Phase 3 power project of the Cogeneration Public Company Limited and the
power project of the Tri Energy Company Limited. The Company and its partners acquired
full funding to support the project development amidst the country’s economic slowdown
as well as proficiently managed the project so that it was able to generate electricity for all
customers. The Company is confident that the successful projects both in the coal and
minerals business and the power business together with the financial structure, which has
been reorganized so as to lower costs and reduce risks, will serve as a firm foundation for
the Company’s growth in the future.
Banpu's Board of Directors wishes to thank shareholders, customers, staff and
everyone for the trust and support they have extended to the Company over the years.
Mr. Chira Panupong
C h a i r m a n o f t h e E x e c u t i v e B o a r d
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“The most significant progress last year was the completion of the construction
of the Phase 3 power project of the Cogeneration Public Company Limited (COCO) and
the Tri Energy IPP power project. The completion of both projects has tremendously
reduced the Company’s risks and relieved all contingent liabilities it has extended to the
Phase 3 power project of COCO since 1997. The Company is able to maintain the value
of its investment in COCO.”
“Although the coal market faced increasing competition and alternative
products exists, the Company was still able to increase its sales, expand the market,
and maintaining its business structure.”
“The past year saw a remarkable increase in sales of all the Company’s products
and services. The Company also completed the construction of the coal mining project
in Indonesia and the calcium carbonate project in Vietnam.”
Mr. Chanin Vongkusolkit
C h i e f E x e c u t i v e O f f i c e r
T h e E c o n o m i c E n v i r o n m e n t a n d B a n p u
In the past year the overall global economy experienced a good recovery with a growth of 3%, while Thailand’s economic recovery
has been gradual with the Gross Domestic Product showing a growth of 4%. Since the Company has engaged in business that is directly
related to the fundamental to economic growth, its businesses have been positively progressed. A higher Manufacturing Production Index
reflects an increase in the consumption of power and thus directly affects Banpu such as the increase in the power consumption in the
industrial sector. In particular, during the first six months, from January to June 2000, there has been an increase in coal consumption
in the cement industry as a result of higher production to meet increasing local demand and export.
E n e r g y S i t u a t i o n a n d B a n p u
Over the past year many events of special significance to the development of the Company have shaped which will positively affect
the Company. For instance, a steady increase in oil prices in the world market continued from last year, an increase from USD 19 in
June 1999 to USD 32 in June 2000; and this trend seems to show no sign of weakening. This can indeed be regarded as a continuous
increase and the price is at such a high level that this state of affairs could be considered the world’s third oil crisis. Meanwhile, the
price of coal for long-term contracts has once again dropped to the lowest level in April 2000, a drop of 4% as agreed upon and at
USD 28.75 per metric ton. It is considered to be the lowest ever after two connective drops in the last two years. It is a turning point
resulting in a higher demand for coal due to the cost benefits for various products. While the global economy is experiencing a
considerably high growth rate of 3%, the short-term price for coal rose during May and June 2000.
Thailand’s demand for energy has increased especially from January to June 2000. This particularly pertains to the demand for
electricity that on average increased by 6% from the previous year due to the manufacturing sector, specifically that aimed for export.
At the same time the increasing oil prices started to impact the overall economy, that is, the economy experienced a slower growth rate
because oil is an essential element for production and transportation. Thus higher oil prices resulted in considerably higher cost in
production and transportation. It is therefore imperative to rethink and reconsider carefully the choice of energy sources. The Company
believes that higher oil prices will increase the overall demand for coal in the Asia-Pacific region and will eventually effect an increase
in the price of coal.
R E V I E W
C H I E F E X E C U T I V E O F F I C E R ’ S
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The most significant progress for this past year is the completion of the construction of two power plants undertaken in times
of economic crisis, namely, the Phase 3 project of the Cogeneration Public Company Limited (COCO) and Tri Energy IPP power plant.
Both projects are large-scale power plants with a combined total investment of more than 1 billion dollars. The completion of both
projects reduced the Company’s risks significantly. Furthermore, it relieved the Company from all contingent liabilities it had posted for
COCO’s Phase 3 project in 1997, as well as enabled the Company to maintain its value of the investments.
Although in the past year the Company faced the problem of a slow economic recovery, a change in the coal market effecting
a lower price for coal, fiercer competition, and the replacement of coal with similar products, the Company was able to increase sales
and maintain its business position. The replacement of coal with other types of products still has limitations in terms of quality and usage
that are without a few problems. All in all the Company was able to expand its overseas market, laying the foundation for a more extensive
market than ever before.
The past year saw a remarkable increase in sales of all the Company’s products and services, thus expanding the realms of the
market through increased overseas sales. Furthermore, the Company completed the construction of the Jorong coal mine project in
Indonesia and the Yen Bai Calcium Carbonate project in Vietnam.
I n t e r n a t i o n a l i z a t i o n o f M a n a g e m e n t a n d D e v e l o p m e n t o f H u m a n R e s o u r c e s :
T h e V e r y H e a r t o f B u s i n e s s D e v e l o p m e n t
Even in times of economic depression, the Company continued to invest in organizational development through the implementation
of an up to date management system. It also retained services of various consultants at home and abroad to assist the Company to
manage the operation system and human resources and evaluate the performance. The scheme for the human resources development is
a long-term one in order to make it ready for the staff to effectively deal with business strategies by placing emphasis on the quality
of the staff. The Company has continuously invested in human resources development by allocating about 5% of the salary for staff
development as it did in the previous year.
I n f o r m a t i o n T e c h n o l o g y
As the global business current places alarming importance to the new economy in regard to information technology and borderless
communication -- as if the world were a village, the Company itself has a long-term plan concerning information technology in order to
increase efficiency in its operation, management and decision-making process. It has an Intranet system in operation and a web site,
http://www.banpu.co.th, as a tool to disseminate information to shareholders, investors and the general public. The Company has allocated
a budget for further developments of information technology to seriously study the benefits of the new and existing business so as to be
constantly in step with events and making the extension in order to derive the maximum benefit for the Company in the longer term.
Q u a l i t y , S a f e t y a n d E n v i r o n m e n t M a n a g e m e n t
The Quality Promotion Center and the Environmental and Safety Promotion Center play an important role in monitoring quality
and safety as well as protecting the environment. The Company’s operation in this respect is accepted by international institutions; this
past year, four of the Company’s projects received ISO 9002 certification. As regards to the environment, the Company’s goal is to adopt
international standards by following a master plan designed for all mines and operations, as well as utilizing technology that effectively
monitors environmental standards.
G o o d C o r p o r a t e G o v e r n a n c e
The Company has always been earnestly striving for good corporate governance, respect and acceptance by various organizations
in Thailand and overseas, and a management that can be best in governance which is a crucial mechanism for the stocks that are listed
on the stock exchange.
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1998 1999 2000
» Total assets in fiscal year 2000 were Baht 13,769 million, or 5.47% lower than
fiscal year 1999.
» The descrease resulted from the Company used the proceed from loan and interest
repayment from associated companies to repay loans and redeem some of Euro
Convertible Debenture.
» Banpu's total assets increased in the past three consecutive years with an average
annual growth rate of 4.11%.
T o t a l A s s e t s
15,000
10,000
5,000
0
S h a r e h o l d e r s ’ E q u i t y
N e t D e b t t o E q u i t y R a t i o
N e t S a l e s
» Shareholders’ equity in fiscal year 2000 was Baht 6,499 million, receded 1.47%
compare with fiscal year 1999.
» During the year, the Company paid the dividend at rate Baht 2.00 per share.
» The decrease of the shareholders’ equity resulted from changes in accounting
policy on deferred expenses, and impairment of asset.
» Net debt to equity ratio in fiscal year 2000 was at 0.99 times, reduced from
1.09 times in fiscal year 1999 and 1.82 times in fiscal year 1998.
» During the year, the Company had strengthen its financial structure by issuing
Baht 2,000 million of unsecured debentures and raised its capital from Baht
1,048 million to Baht 2,096 million. On the other hand, the Company has redeemed
its Euro Convertible Debenture to reduce the foreign exchange risk.
» Net sales in fiscal year 2000 were Baht 4,439 million, 21.33% higher than the
previous year resulted from an increase in sales revenues of all products and
services and substancially on imported coal.
» Coal sales contributed 61% of total sales revenues. Service revenues from
overburden romoval contracts with EGAT contributed in 28% of total sales
revenues. The remaining are from minerals and logistics business.
8,000
6,000
4,000
2,000
0
2.00
1.50
1.00
0.50
0
5,000
4,000
3,000
2,000
1,000
0
1998 1999 2000
1998 1999 2000
(Million Baht)
(Million Baht)
(Times)
(Million Baht)
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C H I E F F I N A N C I A L O F F I C E R ’ S
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1,200
1,000
800
600
400
200
0
1998 1999 2000
N e t P r o f i t
E a r n i n g s ( L o s s ) p e r S h a r e
E B I T / E B I T D A
2,000
1,600
1,200
800
400
0
G r o s s P r o f i t
» Gross profit for the fiscal year 2000 was Baht 776 million compared with Baht
1,045 million in the previous year. Gross profit margin was 17.50% compared
with 28.54% in the year earlier.
» Fiscal year 2000 was the start up of coal production in Indonesia. Therefore,
production and sale volumes were still low, causing higher unit cost.
» The decrease of gross profit resulted from an increase in imported coal sales which
yielded lower margin.
» Fiscal year 2000 registered loss of Baht 814 million, consist of earnings after
interest and corporate tax before extra ordinary items Baht 262 million, redemption
expenses on Euro Convertible Debenture Baht 225 million, loss on impairment of
assets and project written off Baht 432 million, loss on foreign exchange Baht
140 million and equity in earnings (loss) from operation of associated companies
Baht (279) million.
» Fiscal year 2000, earnings (loss) per share were Baht (5.48) resulted from net loss
in the year. The number of ordinary shares has increased to 209.57 million shares
through a capital increase at the ratio of 1 : 1 at Baht 10 per share.
» Earnings before interest and tax (EBIT) for the year ended June 2000 was Baht
192.52 million, receded Baht 68.68 million from the previous year due to the
redemption expenses of Euro Convertible Debenture of Baht 225 million.
» Earnings before interest, tax, depreciation and amortization expenses (EBITDA)
in fiscal year 2000 was Baht 1,451 million, an increase of Baht 87.41 over the
previous year’s figures due to the increment of depreciation and amortization
expenses.
1998 1999 2000
40.00
20.00
0
-20.00
-40.00
-60.00
1998 1999 2000
EBIT EBITDA
(Million Baht)
(Million Baht)
(Baht)
1998 1999 2000
2,000
1,000
0
-1,000
-2,000
-3,000
(Million Baht)
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Over the past three years, the country’s economic
downturn has adversely affected a number of industries and has
prompted intense restructuring in companies in order to survive
and maintain their operations amidst economic difficulties.
Power industry is one of the aforementioned industries.
The Electricity Generating Authority of Thailand (EGAT)
forecast in 1997-1999 that there would be a decline in the
country’s electricity consumption growth resulting in the surplus
of electricity reserve. The EGAT thus has postponed its purchase
of electricity from many private power projects.
Apart from the decline in electricity consumption growth,
a number of power projects that have been able to maintain their
projects have also suffered from loan availability in that power
projects need heavy investments and must have offshore loans as
their major investments.
Banpu Public Company Limited has jointly invested in the
country’s three power plant projects: the Phase 3 power project
of the Cogeneration Public Company Limited, the power project
of Tri Energy Company Limited and the power project of BLCP
Power Limited.
Similar to other companies, the Company’s three project
developments have been faced with problems arising from the
decline in electricity consumption growth and the difficulties in
finding loans. However, Banpu and its partners in all projects
who have expertise in power business and are the world’s major
public utility providers have put great effort in their cooperation
to manage and develop the projects to survive the country’s
economic crisis from 1997-1999. Those partners include the
Sithe Pacific Holdings Limited, Texaco Inc., Edison Mission
Energy, and PowerGen Holdings B.V.
The cooperation between the Company and its partners
has enabled the Phase 3 power project of the Cogeneration
Public Company Limited which is a small power producer (SPP)
and the power project of Tri Energy Company Limited - an
Independent Power Producer (IPP) - to have acquired loans and
completed their plant constructions. The projects have generated
electricity for all customers and have yielded revenues for the
Company. This has demonstrated the capability of the Company
in enabling its power business to develop even further.
T h e M a n a g e m e n t a n d t h e F i n a n c i a l O p e r a t i o n
The Company and its partners have managed to surmount
considerable difficulties in completing the Phase 3 power project
of the Cogeneration Public Company Limited. The project has
generated electricity to its customers and EGAT and has
operated at its full capacity. The Company has restructured
the financial management of the Cogeneration Public Company
Limited by taking advantage of liquidity in local money market
and capital market. In the past year, the Cogeneration Public
Company Limited raised its registered capital from Baht 8,830
million to Baht 12,845 million. Both the Company and its partners
increased their subscription of shares by a larger proportion
than the existing ratio making the Cogeneration Public Company
Limited financially stable, more prepared to clear up loans and
have alternatives to find funding to finance further expansion.
It was difficult for the Company and its partners to
procure offshore loans for the power project of Tri Energy
Company Limited since Thailand suffered continued decline of
the credit rating in 1997-1998. However, the Company and
its partners managed to find the syndicated loans to complete
the project without having to call for more investment from
shareholders. Significantly, the project was Thailand’s first
venture to have managed to acquire loans in July 1998 after the
floating of the baht in July 1997 with the US OPIC and Japan’s
MITI as the project’s risk guarantors. The plant construction of
the project was completed in June 2000 and has been generating
electricity for the EGAT as scheduled.
I N P O W E R P R O J E C T S
B A N P U ’ S J O I N T I N V E S T M E N T
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T h e P r e f e r r e d T e c h n o l o g y
The Company and its partners have chosen to use certain
power plant technology not only out of consideration to its
advanced nature, high efficiency or popularity in power and utility
businesses worldwide. The technology used at Phase 3 power
project of the Cogeneration Public Company Limited is the
Hybrid Cogeneration Technology. The system can use two types
of fuels: natural gas and coal, resulting in the diversification
of fuels. The units are equipped with the Circulating Fluidized
Bed Boiler (CFB) to reduce obnoxious components before
exhaust emissions. The technology is known by both local and
international academics as Clean Coal Technology, which is
environmentally friendly.
As for the power plant of Tri Energy Company Limited,
the preferred technology is the Gas Turbine Combined Cycle
System, which is a natural gas production technology with
machines equipped with two units of gas turbine and one unit of
steam turbine. The system is designed to reuse heat emitted
from the gas turbines in producing steam to generate electricity
leading to the high generating efficiency. It is, therefore, the most
efficient production technology today.
T h e P r o j e c t M a n a g e m e n t
The Company’s years of experience and technical
expertise in power business coupled with its privileges of having
partners who are the world’s leading providers of power and
public utility have contributed to the exchange of knowledge and
technology and the sharing of experiences, enabling the Company
to develop its project management to be at the standard level as
the leading providers of power and public utility worldwide.
In the Phase 3 power project of the Cogeneration Public
Company Limited, the Company and its partners managed to
find experienced contractor specialized in building power plants
to work on the project. Even though the construction was
not completed as scheduled, the power plant managed to
generate and distribute steam and electricity to fill all customers’
requirements. Moreover, the Company and its partners were able
to find more customers leading to the plant’s production at
maximum capacity, which in turn generated additional revenues
for the Cogeneration Public Company Limited.
As regards the power project of Tri Energy Company
Limited, the Company and its partners hired a contractor who
developed the technology used at the plant to build the power
plant and to operate and maintain the generating units while
Tri Energy Company Limited would monitor and manage the
project. The power plant managed to generate electricity for the
EGAT as scheduled. Moreover, the construction expenditure was
USD 10.95 million lower than the budgeted amount, or 3% of
the total construction budget.
The progress and the completion of the two power projects
are reflections of the Company’s success in the management of
the power projects. The two power projects also demonstrate the
good combination of the appropriate financial management, the
right choice of technology, the effective contract management
and the smooth cooperation with the partners. The experience
gained from these two projects have enabled Banpu Public
Company Limited to be prepared to move forward to other
ventures both locally and internationally in the coming years.
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» Domestic Coal
Banpu Public Company Limited and affiliates sold a total
of 4.022 million tons to the domestic market, an increase of
18.66% mainly due to sales of imported coal. The sales were
comprised of 2.67 million tons from local production and 1.352
million tons in imports, a sales increase of imported coal from
the previous 0.427 million tons. The Company enjoyed a market
share of 55% for domestic coal and 29% for imported coal,
resulting in the fact that the Company had a share of 42% in
Thailand’s coal market.
In the course of the year, the Company increased its
share in Chiang Muan Mining Company Limited from 25.00% to
70.17%, leading to the Company’s increase of 3.02 million ton
coal reserves from the Chiang Muan source and an increased
production capacity of 0.80 million tons per year. As a result, the
Company boasts a total production capacity of 3.80 million tons
annually and a total coal reserves of 20.093 million tons.
» Overseas Coal (Indonesia)
The Company has started its production and sales of
coal from Jarong Mine on South Kalimantan Island, Indonesia.
This is considered to be the first year of its operation as the
previous year was a trial production. Total production and sales
comprised 0.60 million tons, of which 0.48 million tons were sold
to power and cement producers in Thailand and 0.119 million
tons as shipments to customers in Indonesia, India and Taiwan.
This year production and sales were lower than estimated
because of delays at the power plant of the Company’s affiliate,
thus reducing the demand for coal. However, the respective power
plant is currently in full operation and receives a contractual
shipment of about 660,000 tons of coal per year.
Furthermore, the Company has installed the machinery
that increases the production capacity according to investment
scheme that enables Jorong to have a production capacity of
3.0 million tons per year and a reserve of 46.947 million tons.
» International Coal Trading
The Company has put the effort to expand its coal market
for coal produced at Jorong Mine, Indonesia through sales to
customers in Indonesia, India, Taiwan, and other Asian countries.
This sales strategy will also be extended next year.
» Engineering Services
Banpu has entered the ninth year of the 10-year contract
ending in September 2001 to provide overburden and lignite
removal services at Mae Moh Mine in Lampang province for the
Electricity Generating Authority of Thailand (EGAT). The year
saw the Company completing the excavation of a total of 48.99
million cubic meters of material comprised of the excavation of
40.36 million cubic meters of soil, along with the transportation
of 5.35 million cubic meters of soil, and the excavation of
3.277 million cubic meters of coal. All in all, the Company has
completed 89.32% of the contracted service, considerably
higher than the contract scheduled quantity.
» Industrial Minerals
Kaolin
Sanitary ware and ceramic industries, the major
consumers for kaolin, experienced an obvious recovery in the
past year. The Company was able to sell a total of 44,011 tons
of kaolin, an increase of 10.74% from the previous year. The
Company has continuously improved the quality of its product
and, therefore, has gained more customers’ confidence.
At present the Company has a production capacity of
73,000 tons per year and aims to expand its domestic and
overseas markets in the following years.
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Ball Clay
The recovery for the ball clay market is in the same
direction as kaolin. The Company was able to sell 109,980 tons
of ball clay. It has also improved the quality of its product and
developed new products to meet the demand of its local and
international customers, as well as increased its export.
Calcium Carbonate
The Company started production and sales of 48,072
tons of calcium carbonate from the mine in Northern Vietnam
under the operation of Yen Bai Banpu Calcium Carbonate
Co., Ltd. for the first year. The majority of the sales was to
customers in Japan while the rest was sold in Vietnam.
» Port and Transportation
In the past year the A5 port at Laem Chabang deep-sea
port, Chon Buri province facilitated the export of 143,254
vehicles, an increase of 56.61% from the previous year due to
Thailand’s export increase of vehicles and the suitability of
the Company’s A5 port. The A5 port is capable of facilitating
the export of about 200,000 vehicles per year. This will increase
export services for vehicles and other general cargo in line with
projected plan.
P o w e r B u s i n e s s
» The Cogeneration Public Company Limited
The Cogeneration Public Company Limited (COCO)
invested in the project to sell the electricity to the industrial
users and EGAT under the Small Power Producer (SPP) program
with the total capacity of 815 megawatt. The construction of the
project was completed in March 2000 and the Company will
supply about 660,000 tons of coal per year to the project, which
needs coal as fuel.
The Company has signed a Call Option Agreement
with Sithe Pacific Holdings Limited to sell 22.07% of COCO’s
ordinary shares to Sithe Pacific Holdings Limited. Upon the
completion of the sale the company will receive about Baht
5,403 million and the Company’s share in COCO will be reduced
to about 10%.
On June 29, 2000 the Company sold 2.59% of the
COCO’s ordinary shares to Sithe Pacific Holdings Limited
according to the aforementioned agreement, thereby reducing
the Company’s share of COCO to 30.26% as of June 30, 2000.
» Tri Energy Company Limited
Tri Energy Company Limited (TECO) invested under
EGAT’s program to purchase power from Independent Power
Producer (IPP). The power plant, which uses natural gas as fuel,
is located in Ratchaburi province western Thailand and has
a production capacity of 700 MW. With a total investment of
USD 396 million the construction was completed and operation
has started since June 30, 2000.
Tri Energy Company Limited is a joint investment
between Banpu and foreign investors whereby the Company
holds a 37.5% stake.
» Amata Power (Bien Hoa) Limited
Banpu acquired the shares of Amata Power (Bien Hoa)
Limited (APBH), a power production company located in an
industrial estate in the South of Vietnam. The construction of the
Phase One 20 MW power project has been partly completed and
the plant has already produced 6.4 megawatt and generated
income since 1999. Today the Company holds a 30% stake and
is in the process of acquiring more shares to increase its stake
to 55% within the year 2000.
» BLCP Power Limited
BLCP Power Limited (BLCP) has been selected by
EGAT under Independent Power Producer (IPP) program to
operate the 1,400 MW coal-fired power project at Map Ta Phut
Industrial Estate, Rayong province eastern Thailand. Due to the
economic slowdown, however, the country’s demand for electricity
consumption has increased at a slower rate. Thus EGAT has
requested a deferment of the power delivery to October 2006.
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I n t e r n a t i o n a l C o a l M a r k e t
In the calendar year of 1999, the total volume of
international coal trading was approximately 550 million tons.
The world’s first five major coal exporters were Australia, South
Africa, Indonesia, the United States and China, respectively. Their
coal exports volume altogether was about 387 million tons,
accounting for 70% of the world’s coal trading. Regarding to
the types of coal in the international markets, 67% was coal used
in generating electricity and providing energy while 33% was
used in iron smelting industry. The increase of total trade volume
in 1999 was rather low since many Asian countries, especially
Japan which was the world’s largest coal importer, were just
beginning to recover from their economic recession. However,
in 1999 Japan and Australia were the world’s leading trade
partners in terms of trade volume, leading to the significant
increase in the trade volume. Australia’s coal imports grew 2%
to 132 million tons. It was actually the first time that there was
a switch in market shares among the world’s major exporters.
This was because the United States’ coal market was suffering
falling prices and decreased production. The United States - the
world’s second largest exporter of all time - was therefore able
to export only 55 million tons of coal, which was a sharp drop
from 70-80 million tons per year in the past, causing the US to
become the fourth largest exporter after Australia, South Africa
and Indonesia. In the coming years there is a possibility for
international coal markets to expand in line with the economic
recovery in Japan and other countries in the region including
China, South Korea, Taiwan and Indonesia. Developing countries
in the region, in particular, stand a good chance of increasing coal
demand because coal is the lowest-priced fuel used in
generating electricity compared with other types of fuel. On top
of that, at present the advanced Clean Coal Technology has
already been developed in such a way that it will leave the
environment cleaner and it has contributed to the continued
expansion of coal markets. Moreover, the provision in the
Greenhouse Gas Emission under Kyoto Protocol Agreement signed
by leading industrialized countries has imposed restrictions on
major coal users like the US regarding production expansion in
the future. Besides, the countries in the European Union that
also signed the Agreement are restructuring their markets and
are using environmentally friendly quality coal together with
further developing Clean Coal Technology. These days many
markets in the European Union need to import larger volume of
coal to replace their local coal to reduce greenhouse gas
emissions in accordance with the Agreement. In term of quality,
Australian and Indonesian coal have a brighter future in this
case making Australia and Indonesia more competitive among
major coal exporters. Their coal has low sulphur and is in great
demand in the market.
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T H E I N D U S T R Y
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V o l u m e o f C o a l E x p o r t s a n d I m p o r t s i n I n t e r n a t i o n a l M a r k e t s
N o t e : * approximate figures
** Coking Coal is used in iron smelting industry.
*** Steam Coal is used in electricity generating and steam industry.
Unit : million tons 1993 1994 1995 1996 1997 1998 1999 2000* 2001*
Volume of Exports 441.2 449.0 487.0 503.8 527.7 544.6 550.5 582.7 600.2
Australia 131.8 131.2 136.7 140.5 157.3 166.6 174.6 192.8 198.3
United States 67.6 64.7 80.2 81.8 75.3 70.5 55.2 55.4 59.6
South Africa 51.7 54.8 59.7 60.2 64.2 67.0 65.5 68.6 69.4
Indonesia 18.2 21.9 31.3 36.4 41.7 46.9 53.4 58.8 61.4
Canada 28.3 31.7 34.0 34.5 36.5 34.2 33.7 35.1 30.7
Poland 23.0 27.7 31.9 28.9 29.5 28.1 29.1 25.1 23.7
China 19.8 24.2 28.6 29.0 30.7 32.3 38.4 45.6 51.7
Columbia 18.4 17.7 19.7 24.2 27.2 29.6 28.6 33.6 37.8
Russia 25.9 23.1 26.3 23.5 22.8 23.4 26.1 24.6 24.0
Others 56.5 52.0 38.6 44.7 42.4 46.0 46.1 43.2 43.6
Volume of Imports 439.5 450.1 484.7 499.6 520.4 529.7 548.7 575.5 604.8
Europe 195.6 195.4 210.7 207.8 209.6 207.2 215.2 224.4 232.0
Japan 111.4 116.2 122.7 126.3 129.4 129.0 132.2 136.2 144.8
South Korea 36.0 39.4 43.8 45.8 49.8 52.2 53.4 59.1 63.0
Other Asian Countires 62.9 62.2 68.8 74.7 83.5 87.5 92.7 100.5 106.1
Others 33.7 36.9 38.7 45.1 48.0 53.9 55.2 55.2 59.0
Volume of Coking Coal Imports** 172.2 172.7 186.6 187.4 189.7 186.2 180.5 186.2 189.8
Europe 56.9 57.4 66.0 62.5 64.2 63.2 60.6 61.8 62.4
Japan 65.0 63.2 65.4 65.5 65.3 62.8 61.8 63.2 65.8
South Korea 17.3 16.9 17.2 18.2 17.6 18.0 17.8 18.6 18.3
Other Asian Countires 14.1 15.8 17.1 17.5 20.3 19.7 19.9 21.8 22.1
Others 18.9 19.4 20.9 23.7 21.7 22.4 20.4 20.8 21.2
Volume of Steam Coal Imports*** 267.3 277.4 298.1 312.2 331.2 343.5 368.2 389.4 415.0
Europe 138.8 138.0 144.7 145.3 145.4 144.0 154.6 162.6 169.6
Japan 46.4 52.9 57.2 60.8 64.1 66.2 70.4 73.1 79.1
South Korea 18.7 22.5 26.7 27.6 32.3 34.2 35.7 40.5 44.7
Other Asian Countires 48.7 46.4 51.7 57.2 63.2 67.7 72.8 78.7 84.0
Others 14.7 17.5 17.8 21.3 26.2 31.5 34.8 34.4 37.7
S o u r c e : International Energy Agency (IEA) and The US Energy Information Administration (EIA)
T h e W o r l d ’ s F i v e M a j o r C o a l E x p o r t e r s
Unit : Million Tons
225
150
75
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1993 1994 1995 1996 1997 1998 1999 2000 2001
Australia United States South Africa Indonesia China
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Basically, there was a remarkable recovery in coal-related
industries such as cement industry, paper industry and power
industry. However, with the increased volume of exports under
the more competitive environment, the cement and the paper
industry then tried to lower production costs through the more
efficient use of fuels. Higher heat value coal was imported in
larger volume while other types of fuel like Petroleum Coke were
also imported for trial. This has somewhat affected the domestic
coal markets since 1 million tons of local coal was replaced in the
past year. Yet, those other types of fuel were used within certain
limitations and later on were faced with problems of higher costs
due to increased oil prices. Regarding to the country’s electricity
generation in the past year, generation capacity continually rose
6.7% from the previous year to 5,940 kilowatt/hour, and coal
consumption in the two privately owned power plants increased,
leading to a 5% increase of demand in domestic markets. It is
expected that domestic coal markets will further expand next
year since the global economy is undergoing the recovery.
Another contributing factor to the future expansion is that the
Organization of Petroleum Exporting Countries (OPEC) have
maintained their control over the oil markets, resulting in
continually high prices which in turn is contributing to the
demand for coal and its prices in the market.
» Indigenous Coal
Coal consumption both in the government agencies and
the private sector decreased in 1999/2000. The Electricity
Generating Authority of Thailand (EGAT) consumed 57% of coal
from local resources or 13 million tons per year, which was the
largest volume of all consumed by the government sector. The
decrease in consumption was 5%, or 740,000 tons. As for the
private sector, its consumption of local coal was 43% of the
market which was a 23% decrease (1.5 million tons) from the
previous year. The lower consumption of coal from local
resources was partly a result of the reduced generation capacity
at Mae Moh Power Plant, three units of which stopped their
operation, whereas the decrease in consumption in the private
sector was because the cement industry imported coal and used
alternative fuel to lower production costs. Consequently, the
demand of coal from local resources was at 18 million tons,
which was an 11% fall, or 2.24 million tons.
» Imported Coal
Imported coal was mainly from Indonesia as always
because their coal had higher heat value than the local coal and
had lower costs than others. There was a significant increase of
imported coal demand in 1999/2000, which ran counter to the
demand of local coal. The increased imported coal was meant to
replace some local coal in order to lower fuel costs. In the
previous year, coal price in the world’s market dropped to one of
the lowest price of all time and the Thai baht was stronger and
more stable than before; moreover, freight charge was sometimes
much lower than in the past. All these factors accounted for the
lower costs in importing coal. Coal users were then more
motivated to switch to imported coal, leading to a large volume
of imported coal (4.34 million tons), which was a 57% increase
(1.58 million tons).
P o w e r I n d u s t r y
In this day and age of globalization, power industry
worldwide has welcomed changes, adaptation and reorganization.
The age of industry monopoly and state control is slowly fading
out and in coming is the free competition. New breeds of market
structure in power business will include producer market,
wholesale market and retail market. There will be reformation of
the rules and regulations giving birth to investment law, trade law,
tax law, environmental law which stresses the importance of energy
efficiency, environmental preservation as well as foundation
structure of the economy in different countries. Industrialized
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countries like the US and some European countries already
underwent these changes and reorganizations while the countries
in the East and some developing countries are just beginning to
pick up the trend.
In the long run, investment in this power industry is on
track with expansion in developing countries and is forecast to
have a greater expansion than in those industrialized countries.
This is because developing countries are in the Electricity age,
when they have higher growth rate of electricity consumption.
The US Energy Information Administration (EIA) has estimated
that within the next 20 years the global electricity consumption
will grow 70% from 12,000 billion kilowatt/hour to 22,000
billion kilowatt/hour. Developing countries in the Asian region
are projected to have the fastest growing rate of electricity
consumption in the world, followed by Central and South American
countries. These two groups of users will take up 52% of the
global consumption.
In addition, the course of fuel used in electricity
generation is changing too. Coal will still be in greater demand
than nuclear energy, oil, hydro power and other recycled fuels
respectively. However, different parts of the world will see
different proportions of each particular fuel used depending
on different contributing factors such as policies and plans
concerning energy, restrictions of environmental law, fuel resources
and capital investment in power plant construction in each
individual country. North American countries, China and some
developing countries still prefer coal as their major fuel in
electricity generation. Natural gas is the second major fuel
particularly in countries with their own gas resources or in
countries with gas pipe lines. Fuel oil and diesel will be the major
fuel in electricity generation during peak demand in all countries,
while nuclear and hydro power are on track to stay unchanging
in demand or to drop because of some restrictions imposed on by
environmental awareness and resistance from environmentalists.
W o r l d P o w e r G e n e r a t i o n I n p u t s b y F u e l 1 9 7 1 - 2 0 2 0
Unit : Million Tons
2,500
2,000
1,500
1,000
500
0
1970 1975 1980 1985 1990 1995 2000 2005 2010 2015 2020
Solid Fuel Oil Gas
Hydro Nuclear Other Renewables
S o u r c e : International Energy Agency (IEA) and The US Energy Information Administration (EIA)
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» Kaolin and Ball Clay
Market demand for kaolin and ball clay, which are major
raw materials in ceramic industry, continually rose in the past
year due to the growing consumption of ceramic products like
floor tiles, sanitary ceramics, and table wares, as well as kitchen
utensils coupled with the increased exports. Production capacity
in the ceramic industry utilized to 70-80% of the capacity
for floor tiles and sanitary wares and 100% utilization of the
capacity for table wares. Floor tiles trade and sanitary wares
trade significantly recovered because the local construction
industry was beginning to pick up. Housing companies were able
to finish their housing projects, work on the interior design and
furnish the houses. A number of debt restructuring plans for the
unfinished projects were carried out. Apart from that, the lower
housing loans interest rate considerably helped contribute to
the recovery of housing market. Old houses were bought and
redecorated. Thus, there was an increased demand for floor tiles
and sanitary ceramics.
At present, kaolin and ball clay markets have a bright
future awaiting and are projected to be continually expanded due
to the possible recovery of the housing market in the coming
years. Moreover, Thailand’s ceramic industry has a strong
foundation with high potential for export expansion.
80
70
60
50
40
30
20
10
0
OBCD North America OBCD Europe OBCD Pacific Transition Economics China & Hong Kong Rest of the World World
Solid Fuel Oil Gas Nuclear Hydro Other Renewables
S o u r c e : International Energy Agency (IEA) and The US Energy Information Administration (EIA)
» Calcium Carbonate
Calcium carbonate is a kind of fine, white powder-like
limestone of great demand in both local and international
industries. It is used as a filler in the production of a wide
variety of products such as papers, plastics, paints, rubbers,
toothpaste, etc. Its prices are based on fineness, brightness, purity
and chemical properties. The country's major calcium carbonate
resources are in Lopburi, the central plain province, but the
quality of the mineral found there is of moderate standard,
leading to the need to import high-quality calcium carbonate for
local industries. In 1999, 5,000 tons of calcium carbonate worth
Baht 85 million was imported. However, calcium carbonate
from local resources was also exported to international markets.
In 1999, 24,700 tons worth Baht 76 million were exported.
There was a large gap between the export and the import
because the exported mineral was of moderate quality and was
priced at a lower rate than the imported calcium carbonate.
As for international markets, major importers in the
region were Japan, South Korea, and Taiwan while Malaysia was
the largest exporter of the region. However, Vietnam has become
increasingly very active in exporting the mineral which is of
a very high quality.
S h a r e s o f F u e l I n p u t s i n t o P o w e r G e n e r a t i o n i n 2 0 2 0
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T H E P R E V I O U S Y E A R
M I L E S T O N E S D U R I N G
July 1999 MDR-ECC Co., Ltd., one of the Company’s subsidiaries, is the first Ball Clay producer in Asia to receive
ISO 9002 certification for its quality standards in production, installation and service from the Thai Industrial
Standard Institute, Ministry of Industry.
August 1999 Holders of Euro Convertible Debentures (ECD#1) are repaid for the remaining 9,711 units at USD 1,248.58
per unit, totaling USD 12.47 million, plus interest of USD 0.34 million, totaling USD 12.81 million or Baht
476 million.
Banpu Terminal Co., Ltd. (A5 Port), a wholely own subsidiary of the Company, is the first operator of port
handling services in Thailand to earn ISO 9002 for its quality management system from Lloyd’s Register
Quality Assurance (LRQA).
September 1999 The Company increases its registered capital from Baht 1,218,814,750 to Baht 3,540,504,790 (354,050,479
shares) by registering new 232,169,004 shares at Baht 10 par, amounting to Baht 2,321,690,040.
The registered capital are offered, together with warrants, to the existing shareholders, offer for the private
placement, and reserve for warrants' right to exercise.
November 1999 The Company appoints Mr. Manas Leeviraphan, Ms. Sukon Kanchanalai and Mr. Montree Mongkolsawad
as members of the Audit Committee.
The Company’s subsidiary, Banpu Minerals Co., Ltd., (99.99% of the registered capital owned by the
Company) invests in Ban-Sa Mining Co., Ltd. by purchasing 308,159 shares (approximately 51.35% of
the registered capital) at Baht 142 per share, amounting to Baht 43,758,578.
The Company offered and issued Baht 2,000 million Senior Unsecured Debentures in registered form on
November 3, 1999. The debentures were issued in two series with the following terms and conditions:
1) Banpu Debentures 3/2542
Issue size : 1,250,000 units (Baht 1,000 par)
Principal amount : Baht 1,250 million
Tenor : 3 years
Maturity date : November 3, 2002
Interest rate : 8.125% per annum
Interest payment : Semi-annually payable
Redemption : Partial principal repayment of Baht 250 per unit at second anniversary and the
remaining to be redeemed at maturity
2) Banpu Debentures 4/2542
Issue size : 750,000 units (Baht 1,000 par)
Principal amount : Baht 750 million
Tenor : 5 years
Maturity date : November 3, 2004
Interest rate : MLR - 0.25% per annum; MLR calculated by using the average of 4 major
commercial banks (Bangkok Bank, Thai Farmers Bank, Krung Thai Bank and
Siam Commercial Bank)
Interest payment : Semi-annually payable
Redemption : Partial principal repayment of Baht 250 per unit at fourth anniversary and the
remaining to be redeemed at maturity
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December 1999 Banpu Minerals Co., Ltd. is ISO 9002 certified for its quality management system in Coal and Ball Clay Mining
Business (LP-2) in Lampang province northern by MASCI.
January 2000 The Company enters into a Call Option Agreement with Sithe Pacific Holdings Ltd., who is entitled to purchase
approximately 22.07% of total shares of the Cogeneration Public Co., Ltd. within November 16, 2000.
Accordingly, Sithe Pacific Holdings Limited has to pledge USD 10 million worth of collateral to guarantee
the exercise of the aforesaid right. If the right is fully exercised, the Company’s share ownership in
the Cogeneration Public Co., Ltd. will be reduced to approximately 10% of the total shares.
Banpu Minerals Co., Ltd. is awarded ISO 9002 for its quality management system in Engineering Services
Business from MASCI.
February 2000 The Company’s subsidiary, Banpu Coal Power Ltd. agreed to invest in BLCP Power Ltd. by purchasing
600,000 of its shares (15% of the registered capital) from Loxley Energy Co., Ltd. at Baht 97.25 per share
totaling Baht 58,349,960.50. (Before the share acquisition, Banpu Coal Power Ltd. already had substantial
shareholding in BLCP Power Ltd. at 35% of the registered capital. Subsequently, with the additional number
of shares, Banpu Coal Power Ltd.’s shareholding in BLCP Power Ltd. will increase to 50% of the registered
capital).
Banpu Minerals Co., Ltd. invested in Ban-Sa Mining Co., Ltd. by purchasing 184,513 of its shares (30.75%
of the registered capital) at Baht 142 per share, totaling Baht 26,200,646. (As a result of the share
acquisition, Banpu Minerals Co., Ltd.’s shareholding in Ban-Sa Mining Co., Ltd. has increased from
approximately 51.35% to 82.10% of the registered capital).*
The Company issued 5 series of non-transferable warrants to directors and employees of the Company and its
subsidiaries under the Employee Stock Ownership Program (ESOP) with 4,443,500 units in the first issue
allocated to the directors (1,155,000 units) and employees (3,288,500 units).
March 2000 The Cogeneration Public Co., Ltd., the Company’s affiliate, increased its registered capital from Baht
8,830 million to Baht 12,845 million by issuing 401,500,000 new ordinary shares at Baht 10 par. The shares
will be offered to the existing shareholders at the ratio of 2 existing shares to 1 new share with the aim to
recalibrate its own debt and equity structure.
April 2000 Banpu Power Vietnam 1 Pte., Ltd., a wholly own of Banpu Power Ltd. subsidiary, acquires 30% stake of the
registered capital in Amata Power (Bien Hoa) Ltd. from Electrowatt Engineering AG for USD 1,228,571
(or Baht 46,681,693).
June 2000 Sithe Pacific Holdings Ltd. exercises its right under the Call Option Agreement to purchase 31,236,759
ordinary shares of the Cogeneration Public Co., Ltd. at Baht 20.33 per share or 2.59%, after which the
Company’s shareholding in the Cogeneration Public Co., Ltd. remains at 30.26%.
N o t e : * As of June 30, 2000, Banpu Minerals Company Limited holds 88.57% in Ban-Sa Mining Company Limited.
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S u m m a r y o f D e v e l o p m e n t s D u r i n g t h e P r e v i o u s Y e a r
» Coal and Minerals Business
The Company, through its subsidiary - Banpu Minerals Co., Ltd., has invested in Ban-Sa Mining Co., Ltd. by purchasing its shares
that amount to 88.57% of the registered capital. Because of Ban-Sa’s 51% shareholding in Chiang Muan Mining Co., Ltd., the Company
currently holds 70.17% in Chiang Muan Mining Co., Ltd. both directly and indirectly, thus providing the Company access to more stable
coal reserves for own production.
» Power Business
The Company has entered into a Call Option Agreement with Sithe Pacific Holdings Ltd. who is granted the right to buy
ordinary shares of the Cogeneration Public Co., Ltd. Up to 22.07% of the subscribed shares within November 16, 2000. Should Sithe
Pacific Holdings decide to fully exercise its right under the agreement, the proportion of Banpu’s shareholding in the Cogeneration Public
Company Limited will be reduced to approximately 10% of the subscribed shares.
At the end of June 2000, Sithe Pacific Holdings Ltd. decided to partially exercise the option and purchased 31,236,759
shares of the Cogeneration Public Co., Ltd. from the Company at Baht 20.33 per share, totaling 2.59%. Consequently, the Company’s
shareholding in the Cogeneration Public Co., Ltd. has been reduced to 30.26%.
The Company has invested in Amata Power (Bien Hoa) Ltd., a power plant located in the southern industrial estate of Vietnam,
by acquiring an investment of 30% of the registered capital from Electrowatt Engineering AG. The investment is held through
a subsidiary, Banpu Power Vietnam 1 Pte., Ltd. A plan is laid down to further expand the investment to 55% for this first overseas
investment project of the Company in power business.
» Debt Obligations
The Company repaid USD 12.81 million for its 9,711 units of Euro Convertible Debentures, Series 1 at maturity and USD 44.95
million to partially redeem 42,964 units of its Euro Convertible Debentures, Series 2 before maturity in order to minimize the Company’s
risk from foreign currency exposure.
On November 3, 1999, the Company issued and offered senior unsecured debentures totaling Baht 2,000 million in registered
form with partial principal repayment as follows:
Banpu Debentures, Series 3/2542; 1,250,000 units at Baht 1,000 par totaling Baht 1,250 million, maturing in 3 years on
November 3, 2002, carrying 8.125% p.a. coupon payable semiannually with partial principal redemption of Baht 250 per unit
on second anniversary date and the remaining redeemable at maturity.
Banpu Debentures, Series 4/2542; 750,000 units at Baht 1,000 par totaling Baht 750 million, maturing in 5 years on
November 3, 2004, carrying a coupon equivalent to the average of MLR rates as quoted by 4 commercial banks (Bangkok
Bank Plc., Thai Farmers Bank Plc., Krung Thai Bank Plc. and Siam Commercial Bank Plc.) minus 0.25% p.a. and payable
semiannually with partial principal redemption of Baht 250 per unit on fourth anniversary date and the remaining redeemable
at maturity.
» Registered Capital
The Company has increased its registered capital from Baht 1,218 million to Baht 3,540 million (354,050,479 shares) by
registering 232,169,004 new ordinary shares at Baht 10 par, totaling Baht 2,321 million. Paid-up capital has also been increased to
Baht 2,095.69 million after 104,784,502 shares were sold to the investors at Baht 10 per share.
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The following are the operation results of Banpu Public Company Limited and its subsidiaries for the fiscal year ended June 30,
2000, compared with that for the fiscal year ended June 30, 1999, to be used as a reference in reading and better understanding the
consolidated financial statement. These statement should be read in conjunction with audited consolidated financial statement for the year
ended June 30, 2000 from page 51 to 89.
C o n s o l i d a t e d I n c o m e S t a t e m e n t s
1. Consolidated sales revenues were Baht 4,439 million, an increase of Baht 778 million or 21.23% from last year. Details are
as follows:
1.1 Revenues from coal sales increased Baht 496 million from Baht 2,221 million to Baht 2,717 million, account for 61.21%
of total sales, as a result of an increase in coal sales volume from 3.49 million tons to 4.14 million tons. Additional
tonnages of coal from Indonesia were supplied to cement industry, power industry and small boiler customers in Thailand
as well as to the power producer in Indonesia.
1.2 Revenues from EGAT overburden removal contract increased Baht 76 million from Baht 1,178 million to Baht 1,254
million, account for 28.25% of total sales. The operation for overburden and earth removal contract with EGAT increased
3.63 and 0.13 million cubic meters from 36.73 and 5.22 million cubic meters to 40.36 and 5.35 million cubic meters.
The operation for lignite excavation decreased 0.73 million tons, from 5.51 million tons to 4.78 million tons.
1.3 Revenues from industrial minerals increased Baht 95 million from Baht 134 million to Baht 229 million, account for
5.17% of total sales. Sales of calcium carbonate (CaCO3) were 48,072 tons amounting to Baht 36.65 million from
a subsidiary in Republic of Vietnam. Service fees received from an associated company were Baht 20.89 million for ash
management. Other minerals sales from ball clay and kaolin also increased Baht 18.51 million and Baht 14.23 million
respectively.
1.4 Revenues from Port handling services increased Baht 41 million from Baht 76 million to Baht 117 million, account
for 2.65% of total sales, resulted from higher automobile export. The Company has completed its investment in port
facility and has sufficient capacity for growth opportunity in automobile export from Thailand; and
1.5 Revenues from other services increased by Baht 69 million from Baht 52 million to Baht 121 million, account for 2.73%
of total sales. There was an increased in service fee received from an associated company and other customers for
coal stockyard management and coal mining services.
2. Consolidated other income were Baht 563 million, decreased from last year Baht 21 million or 3.58% resulted from last
year’s gained on selling Tri Energy Company Limited project and ordinary shares in the amount of Baht 111.55 million and
gained on selling 13.50 million ordinary shares in the Cogeneration Public Company Limited (COCO) of Baht 249.78 million.
This year the Company only realized gained from selling 31.24 million ordinary shares in COCO in the amount of Baht
335.51 million.
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A N D A N A L Y S I S O N F I N A N C I A L S T A T E M E N T S
M A N A G E M E N T D I S C U S S I O N
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3. Earnings (loss) from the operation of the associated companies was Baht (279) million derived from
Earning loss from the Cogeneration Public Company Limited Baht (273) million, of which Baht (49) million was operation
loss and Baht (224) million was unrealized loss on foreign exchange; and
Earning loss from operation of other associated companies i.e. Tri Energy Company Limited and Amata Power (Bien Hoa)
Limited totaling Baht (1) and (5) million respectively.
4. Consolidated cost of sales were Baht 3,663 million, increased by Baht 1,046 million or 39.97% from last year related to
higher sales revenues and greater portion of imported coal sales. In addition, production cost from own mine in Indonesia
was higher than plan as a result of production volume was lower than plan.
5. Consolidated gross profit were Baht 776 million registering gross margin at 17.50%, decreased from last year by Baht 269
million due to higher cost from sales of imported coal as stated in item 4.
6. Consolidated selling and administrative expenses were Baht 581 million, decreased by Baht 48 million or 7.62% from last
year, as a result from the Company’s success in its cost reduction program of Baht 32 million and decrease in depreciation
expenses for the amount of Baht 16 million.
7. Profit (Loss) from foreign exchange of Baht (140) million due to depreciation of Baht against US Dollar, compared to the
previous fiscal year. The exchange rate as of June 30, 2000 and 1999 were 39.2759 and 37.0009 Baht/USD respectively.
8. Loss from projects written off Baht 280.88 million resulted from the Company’s policy to realize project expenditures
in compliance with the new generally accepted accounting principles. Some of these projects are still on the Company’s
development plan for next few years.
9. Loss from impairment in the amount of Baht 125.96 million. To present the fair value of assets on a conservative basis and
in compliance with new accounting principles, the Company has realized loss from impairment of land and other assets of
Baht 82.60 million and non marketable securities of Baht 43.36 million.
10. Loss from write down of inventory Baht 24.78 million resulted from decreased in value of low quality coal inventory in
accordance with accounting principles of lower cost or market price basis.
11. Consolidated interest expenses were Baht 471 million, increased by Baht 56 million or 13.46% from last year resulted from
an issuance of local debentures of Baht 2,000 million. The proceeds were used to increase the Company’s liquidity and prepay
Euro Convertible Debentures with an objective to reduce foreign currency risk.
12. Financial expenses on bond redemption were Baht 225 million derived from the redemption premium and expenses of the
Euro Convertible Debentures. The Company has redeemed USD 52.66 million of such debentures.
13. Net profit (loss) for this year was Baht (814) million, of which Baht 37 million was the operation profit after interest
and tax, profit (loss) on foreign exchange was Baht (140) million, loss on impairment of assets and project written off
were Baht (432) million and earnings (loss) from operation of associated companies were Baht (279) million details as per
item 3.
14. Earnings (loss) per share for this year was Baht (5.48), compared to Baht 22.37 per share last year.
C o n s o l i d a t e d B a l a n c e S h e e t s
1. Total assets were Baht 13,769 million, decreased by Baht 797 million or 5.47%, compared to the total assets as of
June 30, 1999. Details are as follows:
Cash on hand and at bank decreased Baht 233 million or 32.43%;
Accounts and notes receivable-net decreased Baht 146 million or 17.78%, as a result of receipt of payment from
customers;
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Loans and advances to subsidiary, associated and related companies decreased Baht 568 million or 89.01% due to receipt
of loan repayment from 2 associated companies;
Inventories decreased Baht 4 million or 0.93%;
Spare parts and machine supplies decreased by Baht 51 million or 23.24% resulted from utilizing of spare parts for
scheduled maintenance;
Other current assets decreased by Baht 109 million or 29. 69% resulted from accrued interest received from associated
companies;
Loans to other companies increased by Baht 184 million or 43%;
Investment in subsidiary and associated companies increased Baht 827 million or 22.84% from subscribing 138.23
million ordinary shares of the Cogeneration Public Company Limited at par value of 10 Baht/share in accordance with
its right offering and having sold part of them to Sithe Pacific Holdings Limited as well as recognition of earnings (loss)
from associated companies by equity method;
2. Total liabilities decreased Baht 661 million or 8.46% compared to last year. Details are as follows:
Bank overdrafts and bank loans decreased Baht 445 million or 33.77% from the loan repayment;
Trust receipt payable decreased Baht 89 million or 53.79% due to the payment for imported coal;
Accounts payable and notes payable increased Baht 120 million or 119.52%, as a result of more purchase of inventory
and supplies in the fourth quarter;
Long-term loan decreased Baht 342 million or 33.31% from loan repayment to local banks; and
Debentures increased Baht 171 million or 3.66% from new issuance of local debentures totaling Baht 2,000 million and
redemption of Euro Convertible Debentures in the amount of Baht 1,829 million.
3. Shareholder’s equity decreased Baht (136) million or 2.01% resulted from 1) Capital increase of 104,784,502 ordinary
shares at 10 Baht each totaling Baht 1,048 million, 2) Dividend paid to shareholders at Baht 2 per share in the sum of Baht
(210) million on November 24, 1999, 3) Net profit (loss) for this year of Baht (814) million and 4) Accumulated loss from
changed in accounting policy on deferred expenses in the amount of Baht (112) million.
Debt to equity ratio as of June 30, 2000 for the consolidated balance sheets was 1.10 times and for the Company was 1.12
times, lower than the ratio as of June 30, 1999 which were 1.19 and 1.22 times respectively.
Aging analysis of accounts and notes receivable as of June 30, 2000 and 1999 for consolidated financial statements were below.
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Aging of Accounts Receivable as of June 30, 2000 as of June 30, 1999
Million Baht Million Baht
Accounts Receivable Due for payment 642.41 611.53
Accounts Receivable Due for payment:-
Less than 3 months 24.38 59.08
Over 3 months but not over 6 months 3.74 2.41
Over 6 months but not over 12 months 4.91 0.33
Over 12 months 260.37 270.10
Total 935.80 943.46
Notes Receivables - 147.58
Total 935.80 1,091.03
Less Allowance for Doubtful Accounts (259.97) (269.05)
Net 675.84 821.98
Allowance for Doubtful Accounts for the year - 143.27
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C a s h F l o w S t a t e m e n t s
The consolidated cash flow statements for the fiscal year ended June 30, 2000, presented net cash flow provided from operation
of Baht 1,247 million accounted for cash flow return on equity (beginning of period) of 18.91%. Net cash used for investment activities
was Baht 1,478 million due to additional investment in an associated company and increased in fixed assets. Net cash used for financing
activities was Baht 2 million from dividend payment to shareholders in the sum of Baht 210 million, loan repayment to local bank of
Baht 788 million, trust receipt payment of Baht 89 million and repurchased Euro Convertible Debentures in the amount of Baht 1,829
million. The Company received cash of capital increase of Baht 1,048 million as well as net cash received from issuance of Baht debenture
of Baht 2,000 million for loan repayment and redemption of Euro Convertible Debentures. Total cash flow decreased Baht 862 million
as compared to last year were mainly from greater investment in associated companies and fixed assets, which will generate income in
the longer term.
C o n t i n g e n t L i a b i l i t i e s
The Company is obligated to provide financial support to The Aromatics (Thailand) Public Company Limited under the
Shareholders Support Agreement that requires each shareholder’s support, in proportion to the percentage of ownership, as follows:
The Petroleum Authority of Thailand 70.5%
Siam Cement Public Co., Ltd. 15.0%
Banpu Public Co., Ltd. 9.5%
Crown Property Bureau 5.0%
100.0%
As a condition of the agreement, each shareholder must provide financial support to the company in the following circumstances:
Financial support obligations of the shareholders Unit : USD Million
At construction stage, in case that the actual investment cost rises above the approved budget 60.0
(Cost Overrun Support)
At production stage, to enable the Company to repay loans to the banks (Cash Deficiency Support) 150.0
Total 210.0
Accordingly, Banpu Public Company Limited has the obligation to provide financial assistance to The Aromatics (Thailand) Public
Company Limited in case of Cost Overrun for USD 5.7 million and Cash Deficiency for USD 14.25 million, totaling USD 19.95 million
or 5.17% of the total assets. The supports are to be recorded as subordinated loans (whereas the Company is entitled to receive
repayment only after all principals plus interests are repaid to the lending banks.)
At present, The Aromatics (Thailand) Plc. has made a partial drawing of USD 16.625 million or Baht 601.597 million under
the Cash Deficiency Support Agreement at MLR+0.5% p.a. interest rate payable annually. In case of delayed payment, the interest will
be compound with the principal to calculate the amount of interest for the following year. However, the borrower must follow the
conditions under the borrower's Master Loan Agreement before any payment of interest and principal can be made, or alternatively this
loan may be converted into capital of the borrower. The remaining obligation of the Company, which will be the final payment under Cash
Deficiency Support, is USD 3.325 million in the year 2001.
In 1998, The Aromatics (Thailand) Plc. continued to experience a loss from its operations due to the declining sales prices as
compared to the previous years while the cost of raw materials increased as a result of higher oil price. Moreover, it suffered from
repeated production problems that often required the machines to halt.
The Aromatics (Thailand) Plc. has been successfully negotiating with the lending bank group regarding debt restructuring in
accordance with the company’s liquidity. It also looks forward to the execution of the new Shareholders Support Agreement in which
Banpu will be allowed to hold up to 6% of the total shares or 24 million shares. In addition, the performance shows sign of improvement
due to increasing oil and product prices.
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A p p r o p r i a t e n e s s o f D e b t / E q u i t y S t r u c t u r e
The Company has increased its capital by selling 104.78 million ordinary shares at Baht 10 par, totaling Baht 1,048 million in
January 2000 and used the proceeds to repay loans to financial institutions and redeem Euro Convertible Debentures to reduce funding
cost as well as foreign exchange risk. Net debt to Equity ratios as at June 30, 2000 in the consolidated and “parent-company” financial
statements stood at 0.99 and 0.96, lower than those of the same period in 1999 at 1.09 and 1.04 respectively. Debt servicing ability
of the Company calculated from cash flow from operations before interest paid and income tax in the consolidated financial statements
was 3.65, the same level as 3.83 of the previous year, indicating that the Company’s financial structure is effective and appropriate.
S u f f i c i e n c y o f L i q u i d i t y
The Company has been able to maintain liquidity at adequate and appropriate level for its business operations. Current ratios
from the consolidated financial statements as of 2000 and 1999 were 1.03 and 1.32 while quick ratios for the same periods were 0.60
and 0.89 respectively. Inventory turnover period also improved from 53 days to 47 days as a result of more congruent planning between
production and distribution. In addition, average collection period reduced from 76 days in the previous year to 62 days. Reserve for
outstanding receivables with collection period longer than 12 months was fully provided for. Apart from improving efficiency in inventory
management and receivables collection, it is expected that during the accounting year ended June 30, 2001, Sithe Pacific Holdings Ltd.
will exercise its right to buy ordinary shares of the Cogeneration Public Company Limited from the Company under the Call Option
Agreement. The Company’s liquidity whereby will be strengthened.
R e s u l t s o f S u b s i d i a r y a n d A s s o c i a t e d C o m p a n i e s A f f e c t i n g t h e P e r f o r m a n c e o f t h e C o m p a n y
Operational results of the subsidiaries, which are approximately 99% owned by the Company, and the associates have direct
influence on the financial status and performance of the Company. For the fiscal year ended June 30, 2000, the Company realized its
portion of subsidiary losses of Baht 427.29 million. A sizable portion of Baht 338.22 million was mainly from the recording of losses
in accordance with the accounting standards on amortization of projects and asset impairment of Baht 238.62 million and 99.60 million
respectively. Loss from the operation of the associated companies was realized by the equity method at Baht 279 million, of which Baht
273 million was from the Cogeneration Public Company Limited resulted mainly from foreign exchange loss of Baht 224 million and
operational loss of Baht 49 million. The remaining Baht 6 million was realized loss of other associated companies, i.e. Tri Energy Co., Ltd.
and Amata Power (Bien Hoa) Ltd.
Presently, the Company holds shares in the Cogeneration Public Company Limited amounting to 30.26% of registered capital.
It is expected that, during the fiscal period ended June 30, 2001, Sithe Pacific Holdings Ltd. will exercise its right to buy the remaining
19.47% portion of ordinary shares of the Cogeneration Plc. from the Company under the Call Option Agreement. After the share
purchase, the Company’s shareholding in the Cogeneration Plc. will be reduced to only 10.79%. As a consequence, the Cogeneration Plc.
will no longer be one of the Company’s associates according to the accounting definition.
M a n a g e m e n t R e v i e w
For the fiscal year 2000, the Company has successfully increased its sales revenues by 21.23%. Those increases in sales revenues
were from all operations include coal and minerals as well as mining services and other services. In addition, the Company has commenced
sales and production from its own source in Indonesia. However, due to the delay in the start up of an associated company’s power plant,
the Company’s sales from Indonesian coal mine was below target. Whereby, on the production side, there was slight impediment, since
it was the first year of operation. The Company’s mineral business in Republic of Vietnam has also commenced operation, producing
Calcium Carbonate the fist time in the fiscal year 2000.
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Two significant power projects of the associated companies have reached full commercial operation. The Cogeneration Public
Company Limited has declared commercial operation of its full capacity of 815 MW since March 2000. Tri Energy Co., Ltd. has also
start commercial operation of its 700 MW gas fired generation at the end of June 2000. In addition beside investment in power projects
in Thailand, the Company also has 30% investment in Amata Power (Bien Hoa) Ltd. in Republic of Vietnam. This project has produced
electricity supplying to the customers in the industrial estate in Southern Vietnam.
The Company has reduced its debt by redeeming the Euro Convertible Debentures (ECD) in substantial amount, achieving an
objective of reducing risk in terms of cost of debt and foreign currency exposure in long term, and consequently, will improve financial
performance in the years going forward. In doing so, there was extraordinary cost incurred in the amount of Baht 225 million.
There were also other extraordinary expenses for the fiscal year 2000. An impairment of assets together with projects written off totaling
Baht 432 million. Loss sharing on an equity basis from associated companies totaling Baht 279 million, which derived mostly from
translation foreign currency loss. The Company’s loss on exchange rate was Baht 140 million. The Company has applied new accounting
standard of impairment on a conservative basis to assure a fair value. Some of those projects written off are still in the Company’s plan
for developing to the mining stage within next few years. With the aforementioned extraordinary items, the Company registered loss in
the amount of Baht 814 million.
The Company has prudently taken notable actions as described above. Its mission is to preposition itself for future growth along
with better financial performance in the long run. For example, the commencement of Indonesian coal mine is targeting for local market
in Indonesia as well as export to Thailand market and other markets. Calcium Carbonate and other minerals produced by the Company
will also expand to sell more to international market. The Company has plan for market expansion with substantial growth for both coal
and minerals. Target market will be the countries in Asia.
Financially, beside an early redemption of ECD, the Company has issued Baht 2,000 million of local debentures in November 1999.
There was a capital increased in January 2000 totaling Baht 1,048 million. In the fiscal year 2001, the Company looks out for an exercise
of the Call Option Agreement to purchase ordinary shares of the Cogeneration Public Company Limited by Sithe Pacific Holdings Limited,
which will increase the Company’s liquidity and gear toward a lower debt to equity ratio.
A u d i t C o m m i t t e e ’ s R e p o r t o n t h e C o m p a n y ’ s O p e r a t i o n s D u r i n g t h e P r e v i o u s Y e a r
The Audit Committee has appointed independent auditors to give opinion regarding important matters in the financial statements.
In the auditors’ opinion, two major issues have been raised as follows:
1. Change of accounting principle. Pursuant to the Audit Committee’s Meeting No. 2/2542-43, it was resolved that the Company
should realize the impairment of assets in accordance with the Accounting Standard No. 36. Consequently, the Company has
realized Baht 126 million loss from impairment of assets, Baht 281 million loss from projects written off and Baht 25 million
loss from write-down of inventory.
2. Investment in subsidiary and associated companies of Baht 6,188 million as well as loans and advance to its subsidiary,
associated and related companies of Baht 2,022 million, totaling Baht 8,210 million. The amount is considered significant
since it is equivalent to 70% of the total assets. The Vice President of Finance clarified this matter in the meeting and there
were no further questions.
The Audit Committee is of the opinion that, in the fourth-quater and annual financial statements, the auditors have given no
conditions and notices in the auditors’ reports and found no indications or notices of irregularities in their review of the Company’s
financial statements. Explanation and analysis of the management have been clearly, sufficiently and correctly stated in all material
aspects in conformity with generally accepted accounting principles.
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F u t u r e B u s i n e s s T r e n d s
» Domestic Coal Mining and Selling
Coal demand in the Kingdom is expected to reach approximately 10.48 million tons in 2001. The Company has set a target
for 49% market share by selling coal from the Company’s indigenous reserves and imported coal.
» Overseas Coal Mining and Selling
The Company has expanded its coal production capacity in Indonesia through PT. Jorong Barutama Grestor (JBG) to 3.0
million tons. Its targeted customers are those in power and cement industries in Thailand, Indonesia, India and other Asian
countries.
Apart from Kalimantan Island, the Company is planning to explore and develop other coal reserves in Indonesia. In the case
of the reserve in Sumatra where the Company has already been granted concession by the Indonesian government,
the exploration and development is in progress. According to the plan, it is anticipating to produce and sell the coal to
customers by the year 2002. In addition, it is negotiating to find additional coal reserves.
The Company is contemplating to expand the coal markets to other countries after the success in India and Taiwan.
» Port & Transportation
As the volume of automobile export is likely to strongly increase, the Company believes that the export of cars will increase to
180,000 units in 2001. The Company still has sufficient port area to expand its facilities in order to handle more ships should automobile
export continue to record long-term future growth.
» Industrial Minerals
Being the largest seller and the most trusted by users in the Kaolin and Ball Clay markets with extra production capacity provides
the Company with the competitive advantage in developing new markets.
» Overburden & Lignite Removal
The Company has entered into the new tender competition to bid for overburden and lignite removal concession opened to public
by EGAT in June 2000.
» Electricity & Steam
The Company is exploring the possibilities of investing in other power projects both in the Kingdom and other Asian countries
with the aim to expand its future capacity to create value in the power business.
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M a r k e t R i s k
In the previous year, coal price in the world market
declined to the lowest level while domestic coal price adjusted
itself higher following the diesel price which is the main cost in
lignite production. Such situation may create market risk arising
from the competition of import coal from overseas because the
coal markets are freely accessible both in Thailand and overseas.
Last year, approximately 50% of the Company’s entire coal sales
in Thailand, with coal produced locally as well as imported
from Indonesia which contained volume and price agreement,
was in form of long-term contracts between one to fifteen
years. The rest was short-term with strong competition in
the market and will be subject to the risk of selling price and
volume fluctuations in the following years. Selling in the form of
long-term contracts will continue at the same level of 48-50%.
The Company’s ability to sustain its competitiveness and revenue
growth is largely depending upon the efficiency of its operation
and management, particularly in the areas of costs of coal
reserve and administrative costs. It is one of the reasons that the
Company has endeavored to constantly improve its operational
efficiency in various aspects for several consecutive years.
R i s k f r o m L o s i n g M a j o r C u s t o m e r s
The ten-year service agreement between the Company
and The Electricity Generating Authority of Thailand (EGAT) for
the overburden removal and lignite mining at Mae Moh Mine in
Lampang province will expire on September 30, 2001. In year
2000 the Company earned Baht 1,254 million or 28.25% of
total sales from the overburden and lignite removal service
performed for EGAT. If the Company is no longer awarded a
similar contract after the agreement expires, it will lose its steady
source of income from the overburden and lignite removal service
of approximately Baht 1,000 million.
R i s k f r o m I n c r e a s i n g C o s t s
Primary costs of the Company are generally diesel price,
cost of investment in imported machinery, price of imported spare
parts and interests. Approximately 50% of the sales are under
long-term agreements with formulae to allow adjustment of
diesel price. Risk from fuel price increase is therefore lying in the
remaining 50% short-term selling. Cost of imported spare parts
is significantly related to the overburden and lignite removal service
agreement with EGAT that will expire in September 2001.
However, EGAT has decided to compensate for such cost to the
Company in the current agreement. In power business of the
associated companies, namely the Cogeneration Public Company
Limited and Tri Energy Co., Ltd., the related agreements contain
lower risks from fuel, machinery, and spare part prices which
fluctuate largely due to foreign exchange rate.
The financial status of the Company and its subsidiaries
is subject to only minimal risk from increasing interest cost as
more than 50% of the entire borrowings are in form of debentures
with fixed interest rates. The remaining amount fluctuates with the
market rates, predominantly in the local money market. In the next
financial year, a substantial amount of borrowing will be reduced
which will help minimize the risk. In the case of Tri Energy Co., Ltd.
which is the main associated company with large amount of
borrowing, base interest under the loan agreements was fixed.
R i s k f r o m C a l l O p t i o n A g r e e m e n t w i t h S i t h e
P a c i f i c H o l d i n g s L i m i t e d
Pursuant to the terms and conditions of the Call Option
Agreement dated January 19, 2000 and the amendments on
May 8, and May 31, 2000, the Company has agreed to give
Sithe Pacific Holdings Limited the right to purchase 22.07% of
the Cogeneration’s total subscribed shares (or approximately
265,770,000 shares) held by the Company. Sithe Pacific Holdings
Limited may gradually exercise the right (but must finally purchase
all of the shares) until November 16, 2000. After Sithe Pacific
Holdings Limited exercises its right and purchases all of the shares,
Banpu’s shareholding in the Cogeneration Public Company Limited
will be reduced to about 10% of total subscribed shares.
F A C T O R S
R I S K
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Should Sithe Pacific Holdings Limited decides not to
exercise the right within the specified period, it will have to
compensate the Company in the amount of USD 10 million
(secured by 38 million shares of the Cogeneration Public
Company Limited or a letter of credit or a letter of guarantee).
In addition, Sithe Pacific Holdings Limited must allow the
Company to purchase the equal amount of 22.07% of the total
subscribed shares from Sithe Pacific Holdings Limited. The
Company has the option not to buy the shares, but the decision
must be made within 271 days after the expiry date of the Call
Option Agreement.
F o r e i g n E x c h a n g e R i s k
As at June 30, 2000, the Company and its subsidiaries
have foreign currency obligations in the form of Euro Convertible
Debentures in the amount of USD 57 million redeemable in 2003
and short-term borrowings of USD 14.5 million. The risk is
covered under forward contracts for not more than one year,
totaling USD 26 million, to protect against foreign currency
fluctuation. The Company has a plan to further reduce the amount
of foreign currency obligations, both ECD and short-term
borrowings and explore the opportunities of using the appropriate
risk management instruments to lower the cost as well as the
risk.
The subsidiaries of the Company, the Cogeneration Public
Company Limited and Tri Energy Company Limited are also
exposed to foreign exchange fluctuation between USD and Baht
as both of them have borrowed in US Dollar. However, the
power purchase agreements that both companies signed with the
customers, particularly with EGAT, have incorporated the
fluctuation of USD and Baht as a mechanism in calculating the
revenue.
P o l i t i c a l R i s k i n I n d o n e s i a
As the Company invests and operates business in
Indonesia, it must keep abreast of the political disruptions in
Indonesia and monitor each political development very closely.
PT. Jorong Barutama Greston, which is 95% owned subsidiary
of the Company investing in coal reserves in South Kalimantan,
Indonesia, has been functioning commercially since July 1998
without being affected. In the current circumstance, Indonesia
still depends on investments from overseas to revive the economy.
It is anticipated that any political change that may occur in the
future will have no significant effect on foreign investors.
In any case, if political change in Indonesia adversely
affects the Company’s investment, forcing the Company to
discontinue its business in the country, the maximum loss
incurred should not be more than the total investment of USD
18 million with 3.0 million tons of production capacity. In
addition, it may lose the revenue from PT. Jorong Barutama
Greston of approximately USD 30 million for the fiscal year
ended June 30, 2001 and USD 50 million for the following years
after the subsidiary fully expands its sales.
E n v i r o n m e n t a l R i s k
Being in coal, minerals and power businesses, the
Company, its subsidiaries and associates are all exposed to risk
from the environmental aspect. Therefore, the Company must
operate its businesses with the emphasis on balancing between
the environmental impacts and the need to supply fuel and power
at low cost.
To minimize the risk, the Company, its subsidiaries and
associates have adopted the following preventative measures at
all business locations:
Develop a master plan for all project developments.
Establish environmental standards for all projects.
Monitor quality of the environment through inspection.
Audit and assess to ensure implementation.
Conduct public surveys in the surrounding areas.
Initiate the use of ISO 14001 Environmental
Management Procedures.
Implementation of the above measures is regularly
reported to the Company’s Quality Committee.
Although the risk arising from environmental issues
continues to exist, the Company believes that such risk should be
minimal as it has given special emphasis on the issues in its
management practice for 14 years. Utilization of good-quality
coal, together with the investment in technology suitable for power
plants, can minimize the risk and at the same time maximize the
coal usage efficiency.
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C O N S I D E R A T I O N S
C E R T A I N I N V E S T M E N T
L e g a l D i s p u t a t i o n
On March 2, 1998, the Company filed a lawsuit against a customer in the civil court seeking payment for coal with interest
totaling Baht 240 million. The civil court has issued a moratorium due to the debtor had filed for a rehabilitation plan. To date, the
request for rehabilitation is accepted of the Central Bankruptcy Court. The Company will be repaid for the amount of Baht 206 million,
which is divided into ten years installment for Baht 20.6 million a year commencing from 2001-2010.
Opinion of the management on the impact from the legal dispute - the Company has written off the whole amount of the debt,
therefore there is no additional implication from it.
D i v i d e n d P o l i c y
The Company has the policy to pay dividends at the rate of 60% of net profit after corporate tax subject to the consideration
of the Company’s Board of Directors. Regarding to the consideration, the Board of Directors shall examine its operation profit, financial
condition and demand for capital.
The subsidiaries have the policy to pay dividends from net profit after deducting the provisions as required by law. With the Board
of Directors consider on the amount of profit from the operations, financial conditions and demand for capital then propose the
shareholders for approval the dividend policy.
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R e m a r k : The dividend paid Baht 2 per share as of June 30, 2000, which is paid from the Company’s operations for the fiscal year ended June 30, 1999.
Net Profit (Thousand Baht) (814,063) 1,807,271 (2,766,309)
Dividend Payment (Thousand Baht) 209,569 - 183,373
Dividend Payment (Baht per Share) 2.00* - 3.50
Dividend Payment Ratio (%) (25.74) - (6.63)
The Payment of dividend that compared with net profit for the fiscal year ended June 30
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s
Description 2000 1999 1998
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O b l i g a t i o n s f o r F u t u r e S h a r e I s s u a n c e
As refer to the Company's issue of the Euro Convertible Debentures No. 2 for USD 100 on April 10, 1996, and the resolution
of annual general meeting of shareholders for 1998 approved the issue of warrants for sale to the board of directors as well as the
employees of the Company a maximum of 5,239,224 units, which will be implemented continuously as Employee Stock Ownership
Program (ESOP). Also, the resolution of the annual general meeting of 1999 on October 26, 1999 approved that the Company
shall issue naked warrants for sale to the existing shareholders for 104,784,502 shares with the approval for allocation of 21,000,000
ordinary shares for private placement to specific investors according to the office of the Securities and Exchange Commission (SEC)
No. Ko Joh 13/2537.
The Company is obligated to issue ordinary shares for exercise such rights with the following classification:
Shares Reserved for the Purposes (shares)
1. Euro Convertible Debenture #2 9,929,000
2. Warrants offered to the directors and employees 8,767,973
3. Warrants offered to the existing shareholders 104,784,502
4. Share reserves for private placement to specific investors 21,000,000
Total 144,481,475
Impact on issuing of shares (Dilution Effect) as a consequence in the future:
Earnings per share and share price shall be diluted as the number of shares shall be increased, however, the controlling power
shall not be effected.
The Company's policy on issuing additional shares to the existing shareholders:
In the offering of shares to the existing shareholders, the Company has no particular method. It will be depending on the
resolution of the shareholders' meeting to choose the method by rights issue or warrants or transferable warrants.
In the case that the Company proposes to sale the new ordinary share, the Company will certify that it will not call for the
resolution of shareholders' meeting, which may affect any rights or interests of the shareholders after the Company notify
the result of consideration until the date that the Ministry of Commerce has registered the new shareholding registration.
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D e t a i l s o f t h e O u t s t a n d i n g L o a n i n t h e I s s u i n g o f B i l l o f E x c h a n g e a s o f J u n e 3 0 , 2 0 0 0
Issuer P/N No. Issued Date Issued to Amount ('000 Baht) Due Date
Banpu Plc. May 31, 2000 Bank of Ayudhya Plc. 99,000 August 31, 2000
Banpu Plc. May 31, 2000 Bank of Ayudhya Plc. 33,000 August 31, 2000
Banpu Plc. 43/0004 May 31, 2000 The Industrial Finance Corporation 31,500 August 31, 2000
of Thailand
Banpu Plc. 43/0003 May 31, 2000 The Industrial Finance Corporation 10,500 August 31, 2000
of Thailand
Banpu Plc. May 31, 2000 Siam City Bank Plc. 79,500 August 31, 2000
Banpu Plc. May 31, 2000 Siam City Bank Plc. 26,500 August 31, 2000
Banpu Plc. May 31, 2000 Siam Commercial Bank Plc. 131,250 August 31, 2000
Banpu Plc. 2000/002889 June 16, 2000 Citibank N.A., Bangkok Branch 110,000 August 14, 2000
Banpu Plc. 4/2543 June 16, 2000 Thai Farmers Bank Plc. 50,000 July 14, 2000
Banpu Plc. 4/2543 June 16, 2000 DBS Thai Danu Bank Plc. 20,000 July 14, 2000
Banpu Plc. June 21, 2000 Deutsche Bank, Bangkok Branch 90,000 July 5, 2000
B I L L O F E X C H A N G E O R D E B E N T U R E S
T H E O U T S T A N D I N G O F
D e t a i l s o f t h e O u t s t a n d i n g L o a n i n t h e I s s u i n g o f D e b e n t u r e s a s o f J u n e 3 0
2000 1999 1998
Domestic Debenture #1 (Baht Million) - - 1,200.00
Domestic Debenture #2 (Baht Million) 600.00 600.00 -
Domestic Debenture #3 (Baht Million) 1,250.00 - -
Domestic Debenture #4 (Baht Million) 750.00 - -
Total (Baht Million) 2,600.00 600.00 1,200.00
Euro Convertible Debentures #1 (USD Million) - 9.71 9.71
Euro Convertible Debentures #2 (USD Million) 57.04 100.00 100.00
Total (USD Million) 57.04 109.71 109.71
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D e t a i l s o f D e b e n t u r e s
» Euro Convertible Debentures #2 (ECD)
As refer to April 10, 1996, the Company issued 100,000 units of Convertible Debentures, convertible into shares with face value
of USD 1,000 in the amount of USD 100 million or Baht 2,528.04 million. The Debentures have 7-year maturity period, which due on
April 10, 2003 and have interest rate 2.75% per annum. From, and including, July 1, 1996 up to, and including March 31, 2003,
Debenture holders may exercise their conversion rights each month. The conversion rate would be one Bond per 97.98 ordinary shares.
The conversion price would be Baht 258 per share. The Company has sold the entire issue to foreign investors.
» Unsecured Debentures
Domestic Debentures #2
As refer to January 29, 1999, the Company issued 600,000 units of unsecured and unsubordinated debentures without debenture
holder representative, with face value of Baht 1,000 in the amount of 600 million. The Debentures have 5-year maturity period, which
due on January 29, 2004 and have interest rate 11.00% per annum. The Company and debenture holders are eligible to exercise the
call/put option for early redemption of the bonds at par value on January 29, 2001. This debenture issue has been fully subscribed.
Domestic Debentures #3
As refer to November 3, 1999, the Company issued 1,250,000 units of unsecured and unsubordinated debentures, with face value
of Baht 1,000 in the amount of Baht 1,250 million. The Debentures have 3-year maturity period, which due on November 3, 2002 and
have interest rate 8.125% per annum with semi-annually payable. The debentures will repay the principal amount of Baht 250 per unit
at the end of 2nd year. The remaining amount will repay on maturity date.
Domestic Debentures #4
As refer to November 3, 1999, the Company issued 750,000 units of unsecured and unsubordinated debentures, with face value
of Baht 1,000 in the amount of Baht 750 million. The Debentures have 5-year maturity period, which due on November 3, 2004 and
have interest rate in MLR of four commercial banks (Bangkok Bank Plc., Thai Farmers Bank Plc., Krung Thai Bank Plc., Siam
Commercial Bank Plc.) minus 0.25% per annum with semi-annually payable. The debentures will repay the principal amount of Baht
250 per unit at the end of 4th year. The remaining amount will repay on maturity date.
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C o n n e c t e d P e r s o n
Description of Relations Major Shareholders List of Board of DirectorsConnected Person/Type of Business
A N D R E L A T E D T R A N S A C T I O N S
C O N N E C T E D P E R S O N
1. Makkasan Real Estate 1. The largest shareholders of Makkasan Real Estate On September 1, 1999 1. Mr. Vitoon Wongkusolkit
(Real Estate and is Amarin Plaza group. Banpu and Amarin Plaza 1. Amarin Plaza 78.38% 2. Mr. Suphol Wattanavekin
Building Leasing) have the same major shareholders as described below: Plc. 3. Mr. Chanin Vongkusolkit
Shareholding Structure 2. JAIC 17.90% 4. Ms. Nutthika Wattanavekin
Amarin Plaza Banpu Plc. 5. Mr. Vit Janvatanavit
1. Ufinves Co., Ltd. 11.11% 7.58% 6. Mr. Isara Vongkusolkit
2. Mitr Phol Sugar 6.79% 2.25% 7. Ms. Panida Thepkanchana
Corp., Ltd. 8. Mr. Hiroshi Sohara
3. TME Capital Co., Ltd. 3.41% 11.48% 9. Mr. Luen Kitsanapheri
2. There are three joint directors:
1. Mr. Vitoon Wongkusolkit
2. Mr. Chanin Vongkusolkit
3. Mr. Vit Janvatanavit
3. Leasing to the parent company, subsidiaries and affiliates
and affiliates and relavant companies of Banpu group
in Grand Amarin Tower building.
2. Ufinves Co., Ltd. 1. It is a shareholder of (7.58%) of Amarin Plaza On April 20, 1999 1. Mr. Soonthorn Vongkusolkit
(Holding Company) who is the largest shareholder of Makkasan Real Estate. 1. Vongkusolkit 42.38% 2. Mr. Vitoon Wongkusolkit
2. Being the shareholder (11.11%) of TME Capital, Family 3. Mr. Chanin Vongkusolkit
which is the largest shareholder of Banpu Plc. 2. Janvatanavit 21.30% 4. Mr. Adisak Vongkusolkit
3. The largest shareholders are Vongkusolkit Family 5. Mr. Werajet Vongkusolkit
and Janvatanavit families, 3. Dr. Laksamee 5.38% 6. Mr. Vit Janvatanavit
are the same group holding shares of Banpu Plc. Putpongsiriporn 7. Mr. Kulwat Janvatanavit
4. There are four joint directors 4. Kanchanakamned 5.19% 8. Mr. Danai Janvatanavit
1. Mr. Soonthorn Vongkusolkit Family 9. Mr. Amnuay
2. Mr. Vitoon Wongkusolkit 5. Mr. Kittisak 5.06% Kanchanakamnerd
3. Mr. Chanin Vongkusolkit Jutichotipong
4. Mr. Vit Janvatanavit 6. Mrs. Kulrat 2.92%
Rattanaprapak
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3. Mitr Phol Sugar 1. Being the one of the major shareholders of Banpu Plc., On February 23, 1999 1. Mr. Kamol Vongkusolkit
Corp., Ltd. holding 2.25% of the registered and paid-up capital. 1. Vongkusolkit 43.41% 2. Mr. Soonthorn
(Production and 2. The major shareholder is Vongkusolkit family, Family Vongkusolkit
Distribution of the same group holding shares of Banpu Plc. 2. Mitr Siam 32.00% 3. Mr. Vitoon Wongkusolkit
Sugar and Molasses) 3. There are three joint directors: Sugar Co., Ltd. 4. Mr. Isara Vongkusolkit
1. Mr. Soonthorn Vongkusolkit 5. Mr. Chanin Vongkusolkit
2. Mr. Vitoon Wongkusolkit 6. Mr. Banthoeng
3. Mr. Chanin Vongkusolkit Vongkusolkit
7. Mr. Phadung Dechakarin
8. Mr. Thaweewat
Thaweepiyamaporn
9. Wg. Cmr. Laksami
Putpongsiriporn
4. TME Capital Co., Ltd. 1. Being the one of the major shareholders of Banpu Plc., On April 20, 1999 1. Mr. Metha Auapinyakul
(Investment Company) holding 11.48% of the paid-up capital. 1. Vongkusolkit 52.42% 2. Mr. Metee Auapinyakul
2. The major shareholder is Vongkusolkit family, Family 3. Mr. Sawatdiparp
the same group holding shares of Banpu Plc. 2. Auapinyakul 20.48% Kantatham
3. Having nine joint shareholders are Family 4. Mr. Soonthorn
1. Mr. Metha Auapinyakul 3. Ufinves Co., Ltd. 7.58% Vongkusolkit
2. Mr. Metee Auapinyakul 4. Kanthatham 6.13% 5. Mr. Vitoon Wongkusolkit
3. Mr. Sawatdiparp Kantatham Family 6. Mr. Chanin Vongkusolkit
4. Mr. Soonthorn Vongkusolkit 5. Mrs. Panhatai 3.64% 7. Mr. Vit Janvatanavit
5. Mr. Vitoon Wongkusolkit Serirak 8. Mr. Prachuab Trinikorn
6. Mr. Chanin Vongkusolkit 6. Kanchanakamnerd 2.58% 9. Mr. Ongart Auapinyakul
7. Mr. Vit Janvatanavit Family
8. Mr. Prachuab Trinikorn 7. Putpongsiriporn 2.43%
9. Mr. Ongart Auapinyakul Family
Description of Relations Major Shareholders List of Board of DirectorsConnected Person/Type of Business
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3 5L e a s e o f P r o p e r t y The parent company, its subsidiary, affiliated and related companies Baht 1.39 million
Makkasan Real Estate lease the office of Grand Amarin Tower building on 26th-29th Floors. per month
Co., Ltd. The total area is 6,004 square metres with the leasing period
of three years. The rental is average of Baht 232 per square metres,
depending on the agreed terms and conditions in the lease and payment
of each company.
1. Banpu Plc.
2. Banpu Minerals Co., Ltd.
3. Banpu Terminal Co., Ltd.
4. Mineral Resources Development Co., Ltd.
5. Silamani Corp., Ltd.
6. Banpu International Ltd.
7. Promsin Co., Ltd.
8. Silamani Marble Co., Ltd.
9. MRD-ECC Co., Ltd.
10. Chiang Muan Mining Co., Ltd.
11. Banpu Power Ltd.
12. Banpu Gas Power Ltd.
13. Banpu Coal Power Ltd.
14. Tri Energy Co., Ltd.
15. BLCP Power Ltd.
16. The Cogeneration Plc.
17. Thai Cogeneration Co., Ltd.
18. MTP Cogeneration Co., Ltd.
Makkasan Real Estate Co., Ltd. has rented the office space according
to the terms and conditions as specified for the general public.
The auditor has audited the inter-company transaction among the parent company, subsidiaries, affiliates and relevant companies
and stated in the financial statement that the transactions have the same terms and conditions as stipulated for the general public.
Connected Person Description of Relations Value
R e l a t e d T r a n s a c t i o n s
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B a n p u P u b l i c C o m p a n y L i m i t e d U n i t : M i l l i o n B a h t
Revenue Structure of Banpu Public Company Limited and Its Subsidiaries for the Past Three Years as of June 30
S a l e s R e v e n u e s - T h a i l a n d
1. Domestic Coal BP 100 1,013 22.82 1,187 32.41 960 29.65
BMC 100 - - 11 0.30 48 1.48
SLMM 100 130 2.93 231 6.31 164 5.09
SLM 100 2 0.05 - - - -
CMMC 100 180 4.05 253 6.91 - -
2. Imported Coal BP 100 487 10.97 47 1.28 477 14.73
BMC 100 330 7.43 203 5.54 - -
BPS 100 216 4.87 112 3.06 139 4.29
JBG 95 339 7.64 138 3.77 - -
3. EGAT Overburden Removal Contract BP 100 1,254 28.25 1,178 32.17 1,264 39.04
4. Ball Clay MRD-ECC 51 65 1.46 66 1.80 59 1.82
5. Kaolin MRD 100 62 1.40 58 1.58 47 1.45
6. Logistics BTC 100 117 2.64 77 2.10 14 0.43
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s U n i t : M i l l i o n B a h t
O F B U S I N E S S
N A T U R E
S a l e s R e v e n u e s - T h a i l a n d
1. Domestic Coal BP 100 1,013 33.70 1,187 43.82 960 33.02
2. Imported Coal BP 100 685 22.78 288 10.63 477 16.41
3. EGAT Overburden Removal Contract BP 100 1,254 41.72 1,178 43.48 1,264 43.48
4. Ball Clay and Other Minerals BP 100 48 1.60 29 1.07 135 4.64
5. Other Services BP 100 6 0.20 14 0.52 11 0.38
Total Sales Revenue - Thailand 3,006 100.00 2,696 99.52 2,847 97.94
S a l e s R e v e n u e s - O v e r s e a s
Ball Clay and Other Minerals BP 100 - - 13 0.48 60 2.06
Total Sales Revenue - Overseas - - 13 0.48 60 2.06
Grand Total 3,006 100.00 2,709 100.00 2,907 100.00
Products/ServicesConduct
by% of
Shareholding
2000 1999 1998
Revenue % Revenue % Revenue %
Products/ServicesConduct
by% of
Shareholding
2000 1999 1998
Revenue % Revenue % Revenue %
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N o t e : BP : Banpu Public Company Limited
BMC : Banpu Minerals Company Limited
SLMM : Silamani Mable Company Limited
SLM : Silamani Corporation Limited
CMMC : Chiang Muan Mining Company Limited
BPS : Banpu Singapore Pte., Ltd.
JBG : PT. Jorong Barutama Greston
MRD-ECC : MRD-ECC Company Limited
MRD : Mineral Resources Development Company Limited
BTC : Banpu Terminal Company Limited
EE : Edifice Engineering Company Limited
YBB : Yen Bai Banpu Calcium Carbonate Company Limited
COCO : The Cogeneration Public Company Limited
TECO : Tri Energy Company Limited
APBH : Amata Power (Bien Hoa) Limited
7. Other Industrial Minerals BMC 100 8 0.18 5 0.14 3 0.09
EE 100 2 0.05 - - - -
8. Other Services BP 100 6 0.14 - - - -
BMC 100 113 2.55 57 1.56 20 0.62
EE 100 21 0.47 - - - -
MRD-ECC 51 5 0.11 - - - -
Total Sales Revenue - Thailand 4,350 98.00 3,623 98.94 3,195 98.67
S a l e s R e v e n u e s - O v e r s e a s
1. Coal - International Trade JBG 95 20 0.45 21 0.57 - -
2. Ball Clay MRD-ECC 51 21 0.47 - - - -
3. Kaolin MRD 100 11 0.25 - - - -
4. Calcium Carbonate YBB 66.66 37 0.83 - - - -
5. Other Minerals BPS 100 - - 18 0.49 43 1.33
Total Sales Revenue - Overseas 89 2.00 39 1.06 43 1.33
Grand Total 4,439 100.00 3,662 100.00 3,238 100.00
O t h e r s R e v e n u e s
Production & Distribution of Power & Steam COCO 30.26 (273) 97.85 654 107.04 (1,193) 100.00
Production & Distribution of Power TECO 37.50 (2) 0.72 (43) (7.04) - -
Production & Distribution of Power APBH 30.00 (4) 1.43 - - - -
Grand Total (279) 100.00 611 100.00 (1,193) 100.00
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s U n i t : M i l l i o n B a h t
Products/ServicesConduct
by% of
Shareholding
2000 1999 1998
Revenue % Revenue % Revenue %
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Names and Shareholding Portion for the Past Five Years as of June 30
A N D M A N A G E M E N T
T H E S H A R E H O L D E R S
Major Shareholders No. No. No. No. No.
of Shares of Shares of Shares of Shares of Shares
2000 1999 1998 1997 1996
% % % % %
1. Thailand Securities 101,816,548 48.58 40,831,366 38.97 16,287,655 31.09 13,243,358 25.28 11,289,091 22.15
Depository Co., Ltd.
for Depositors
2. Thailand Securities 62,788,221 29.96 31,431,241 30.00 15,707,921 29.98 15,716,275 30.00 14,774,608 28.98
Depository Co., Ltd.
for Depositors - Foreigner
3. TME Capital Co., Ltd. 12,532,877 5.98 13,082,877 12.49 7,820,749 14.93 9,186,749 17.53 9,639,696 18.91
4. Mitr Phol Sugar Corp., Ltd. 3,818,988 1.82 4,558,988 4.35 2,279,494 4.35 - - - -
5. Ufinves Co., Ltd. 2,115,000 1.01 2,185,000 2.09 1,530,000 2.92 2,646,000 5.05 2,880,000 5.65
6. Mr. Soonthorn Vongkusolkit 3,182,297 1.52 2,207,498 2.11 1,394,899 2.66 1,914,393 3.65 1,964,393 3.85
7. Mr. Isara Vongkusolkit 4,924,344 2.35 2,461,947 2.35 1,318,050 2.52 1,418,050 2.71 1,468,050 2.88
8. Mr. Kamol Wongkusolkit 3,356,300 1.60 1,678,150 1.60 839,075 1.60 839,075 1.60 839,075 1.65
9. TISCO Investment Plc. 3,544,494 1.69 - - - - - - - -
R e m a r k : Part of the share portion from shareholders No. 3-9 were being held under Thailand Securities Depository Co., Ltd. for Depositors.
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Names and Shareholding Portion of the First 10 Major Shareholders as of November 5, 1999
Major Shareholders No. of Shares %
1. TME Capital Co., Ltd. 12,034,400 11.48
2. Vongkusolkit Family 9,572,350 9.14
3. TISCO Investment Plc. 5,984,440 5.71
4. Chase Nominees Limited 1 5,291,334 5.05
5. HSBC (Singapore) Nominees Pte., Ltd. 3,598,700 3.43
6. Deutsche Borse Clearing AG 3,289,774 3.14
7. State Street Bank and Trust Company 2,624,156 2.50
8. Mitr Phol Sugar Corp., Ltd. 2,359,494 2.25
9. BBL for MFC the Thai Prime Fund 1,953,200 1.86
10. Ufinves Co., Ltd. 1,889,500 1.80
Total 48,597,348 46.36
Total Shareholders 104,784,502 100.00
Type of Business of the Company’s Major Shareholders and Their Major Shareholders
Company Name Type of Business Major Shareholders
1. TME Capital Business for Investment As of June 30, 2000 : Paid up capital of Baht 200,000
Co., Ltd. 1. Vongkusolkit Family 52.42% 5. Ms. Panhatai Serirak 3.64%
2. Auapinyakul Family 20.48% 6. Karnchanakumnerd Family 2.58%
3. Ufinves Co., Ltd. 7.58% 7. Puttapongsiriporn Family 2.43%
4. Kantatham Family 6.13%
2. TISCO Investment Finance Institution As of August 10, 1999 : Paid up capital of Baht 10,002,000,000
Plc. 1. B.T. Foreign Investment 10.00% 5. Ruamthunpaiboon Co., Ltd. 10.00%
2. CZONI Inc. 10.00% 6. Thai Farmers Bank Plc. 9.50%
3. Zebra Finance Co. 10.00% 7. Dai-Ichi Kang-Yo Bank 7.47%
4. Sahathunpaiboon Co., Ltd. 10.00% 8. Tamba Limited Liability 2.50%
3. Mitr Phol Sugar Production and As of February 23, 1999 : Paid up capital of Baht 824,582,200
Corp., Ltd. Distribution of Sugar 1. Vongkusolkit Family 43.41%
and Molasses 2. Mitr Siam Sugar Co., Ltd. 32.00%
4. Ufinves Co., Ltd. Holding Company As of April 20, 1999 : Paid up capital of Baht 520,000,000
1. Vongkusolkit Family 42.38% 4. Karnchanakumnerd Family 5.19%
2. Janvatanavit Family 21.30% 5. Mr. Kittisak Jutichotipong 5.06%
3. Dr. Luksami 5.38% 6. Ms. Kulrat Rattanaprapas 2.92%
Puttapongsiriporn
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A N D E X E C U T I V E S
B O A R D O F D I R E C T O R S
1. Mr. Metha Auapinyakul Chairman
Other Positions Advisor to the Committee on Industry and Committee on Energy, House of Representatives
Advisor to the Minister of Education
Experience Member of Parliament
The Standing Committee on Environment, Committee on Energy and Committee on Industry,
House of Representatives
2. Mr. Soonthorn Vongkusolkit Vice Chairman
Other Positions Chairman, Mitr Phol Group
Chairman, Ufinves Company Limited
Experience Chairman, United Standard Terminal Public Company Limited
Vice Chairman, Amarin Plaza Public Company Limited
Director, Ploenchit Real Estate Company Limited
President, Vongtrakoon Foundation
3. Mr. Chira Panupong Director/Chairman of the Executive Board
Other Positions Chairman of the Executive Board/Chairman of the Board of Directors, The Cogeneration
Public Company Limited
Chairman of the Board of Directors, Tri Energy Company Limited
Director, BLCP Power Limited
Vice Chairman, Amata Corporation Public Company Limited
Vice Chairman, TUNTEX (Thailand) Public Company Limited
Experience Senator of the Senate
Secretary General of Board of Investment
Technical Planning Office of Minister of National Development
4. Mr. Somdee Chareonkul Director/Executive Director
Other Positions Director, Banpu Power Limited
Director, Thai Charoen Insurance Public Company Limited
Specialist of Committee on Environment, House of Representatives
Civil Service Sub-Commission, Ministry of Science, Technology and Environment
Certified Public Accountant (Thailand)
Experience Deputy Permanent Secretary, Ministry of Science, Technology and Energy
Director, National Research Council (Political Science and Public Administration)
Director, Thailand Institute of Scientific and Technological Research
Prime Minister’s Administrative Advisor
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5. Mr. Manas Leeviraphan Independent Director/Chairman of the Audit Committee
Other Positions Advisor to the Board of Director, The State Railways of Thailand
Advisor to the Board of Director, Small Industrial Finance Corporation, Ministry of Finance
Councilor, Office of the Council of State
Chairman of the Audit Committee, United Communication Industry Public Company Limited
Chairman, Sarin Property Company Limited
Experience Director General of the Comptroller-General’s Department, Ministry of Finance
Director General of the Treasury Department, Ministry of Finance
Deputy Permanent Secretary, Ministry of Finance
Economic and Financial Counselor, The Royal Thai Embassy, Washington D.C.
6. Mr. Vitoon Wongkusolkit Director/Executive Director
Other Positions Director/Executive Director, Mitr Phol Group
Chairman, Royal and Sun Alliance Insurance (Thailand) Limited
Chairman, Makkasan Real Estate Company Limited
Director/Chairman, Amarin Plaza Public Company Limited
Managing Director, Erawan Hotel Public Company Limited
Director, The Cogeneration Public Company Limited
Experience Director, United Farmer and Industry Company Limited
Secretary, Sugar Manufacturer Trading Association
7. Mr. Vit Janvatanavit Director
Other Positions Executive Director, Makkasan Real Estate Company Limited
Director, Ufinves Company Limited
Director, TME Capital Company Limited
Experience Vice Chairman, Amarin Plaza Public Company Limted
Director, Erawan Hotel Public Company Limited
Deputy Chairman, United Finance Public Company Limited
8. Mr. Sawatdiparp Kantatham Director
Other Position Senator of the Senate
Experience Director, Bureau of the Budget
Director, Thai International Public Company Limited
Director, The Expressway and Rapid Transit Authority of Thailand
Director, The Government of Savings Bank
Director, The Government Phamaceutical Organization
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9. Ms. Sukon Kanchanalai Independent Director/Audit Committee
Other Position Law Councilor, Office of the Council of State
Experience Senator of the Senate
Deputy Minister, Ministry of Commerce
Advisor to the Prime Minister (Economic)
Director, Office of the Civil Service Commission
Director General, Department of Business Economics, Ministry of Commerce
Director General, Department of Commercial Registration, Ministry of Commerce
Director General, Department of Export Promotion, Ministry of Commerce
10. Mr. Montri Mongkolsawat Director/Audit Committee
Other Positions Director/Chairman of the Executive Board, The Deves Insurance Public Company Limited
Director/Chairman of the Executive Board, Doikham Food Products Company Limited
Director/Chairman of the Audit Committee, The Aromatics (Thailand) Public Company Limited
Assistant Director - General, Crown Property Bureau
Experience Chairman/Chairman of the Audit Committee, Dhanasiam Finance and Securities Public
Company Limited
Director, Nakornthon Bank Public Company Limited
11. Mr. Chanin Vongkusolkit Director/Executive Director/Group President
Other Positions Director/Executive Director, The Cogeneration Public Company Limited
Director/Executive Director, Amarin Plaza Public Company Limited
Director, Mitr Phol Sugar Corporation Limited
Director, Royal and Sun Alliance Insurance (Thailand) Limited
Experience Director, United Securities Public Company Limited
Director, Prae Lignite Company Limited
12. Mr. Ongart Auapinyakul Director/Executive Director/Group Senior Vice President - Coal & Mineral Business
Other Positions President, Banpu Minerals Company Limited
Director, Banpu Terminal Company Limited
Director, PT. Nusantara Thai Mining Services
Director, Banpu Singapore Pte., Ltd.
Director, Yen Bai Banpu Calcium Carbonate Company Limited
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13. Mr. Prachuab Trinikorn Director/Group Senior Vice President - Corporate Strategy & Development
Other Positions Director, Banpu Minerals Company Limited
Director, Banpu International Limited
Director, Yen Bai Banpu Calcium Carbonate Company Limited
Director, Banpu Singapore Pte., Ltd.
Experience Director, BLCP Power Limited
Director, Banpu Power Limited
Manager, SGV-Na Thalang & Company Limited
14. Mr. Metee Auapinyakul Group Executive Vice President
Other Positions Director/Executive Director, Provincial Electricity Authority of Thailand
Director, Royal and Sun Alliance Insurance (Thailand) Limited
Experience Director/Executive Director, Banpu Public Company Limited
Director, The Cogeneration Public Company Limited
15. Mr. Prayoon Vivechpuvanont Vice President, Internal Audit
Experience Vice President - Finance and Accounting, The Siam Stripmill Public Company Limited
Vice President - Internal Audit and System Development, The Thai Petrochemical Industry
Public Company Limited
Financial Advisor and Project Manager, The Sahamitr Machinery Public Company Limited
Division Manager - Finance and Purchasing, Paper and Packaging Business, Siam Cement Group
C o a l & M i n e r a l s B u s i n e s s
16. Mr. Amarit Suvansavate Vice President, Coal Thailand Business
Experience General Manager, Chiang Muan Mining Company Limited
Senior Manager, Mineral Exploration Project, Aus-Thai Company Limited
General Manager, Viriya Industry Company Limited
Chief of Exploration Division, Mining Industry Organization, Ministry of Industry
17. Mr. Songserm Vutipitayamongkol Vice President, Coal Indonesia Business
Experience Director - Mining Engineer, Thai-Lao Lignite Company Limited
Deputy Project Manager, Sahakol Engineers Company Limited
Mine Manager, Banpu Coal Company Limited
Mine Manager, Lanna Lignite Company Limited
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18. Mr. Somyot Ruchirawat Vice President, International Trade Business
Experience Managing Director, PT. Nusantara Thai Mining Services
Managing Director, MRD-ECC Company Limited
Operation Manager, PPG Siam Sillica Company Limited
Lead Technologist, Thai Oil Company Limited
19. Mr. Dumrong Chantong Vice President, Engineering Services Business
Experience Vice President - Coal Domestic, Banpu Public Company Limited
Assistant Vice President - Marketing, Banpu Public Company Limited
Assistant Vice President - Mining Operation, Planning and Production,
Banpu Public Company Limited
20. Mr. Thongchai Makerd Vice President, Minerals Business
Experience Assistant Vice President - Exploration & Development Mine, Banpu Public Company Limited
Assistant Vice President - Business Development, Geological, Banpu Public Company Limited
Assistant Chief - Geological Survey Division, Electricity Generating Authority of Thailand
21. Mr. Aphimuk Taifayongvichit Vice President, Logistics Business
Other Position Managing Director, Banpu Terminal Company Limited
Experience Petroleum Engineer, Thai Shell (Thailand) Company Limited
Project Analyst, Bangkok Bank Public Company Limited
C o r p o r a t e S t r a t e g y & D e v e l o p m e n t
22. Ms. Somruedee Chaimongkol Vice President - Finance
Experience Manager - Finance Division, Banpu Public Company Limited
Manager - Accounting Division, Banpu Public Company Limited
23. Mr. Sathidpong Wattananuchit Vice President - Human Resources Department
Experience Director - Human Resources & Administration Department,
Bangkok Mass Transportation Public Company Limited
Director - Human Resources & Administration Department,
Thanayong Public Company Limited
Director - Human Resources & Administration Department,
Nithipat Public Company Limited
24. Mr. Radhakrisnan Chirukandath Vice President - Quality Promotion Center
Experience Director - Utilities Project, Banpu Public Company Limited
Chairman, Thai Peroxide Company Limited
Vice President - Project Development, Birla Group
Chief Development Manager, Tamil Nadu Industrial Development Corporation
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25. Mr. Terdsakdi Virulhpanich Vice President - Environmental Quality and Safety Promotion Center
Experience Assistant Vice President - Office of the President, Banpu Public Company Limited
Assistant Vice President - Production, Banpu Public Company Limited
General Manager, Universal Exploration Company Limited
P o w e r B u s i n e s s
26. Mr. Nitikorn Tantitham Group Senior Vice President - Power Business
Other Positions President, Banpu Power Limited
Director, UOB Radanasin Bank
Experience Executive Vice President - Head of Risk Management Group,
DBS Thai Danu Public Company Limited
Securities Trading and Distribution Head, Citibank N.A.,
and Citicorp Finance & Securities (Thailand) Limited
27. Mr. Akaraphong Thaiyanonta Senior Vice President - Project Development, Banpu Power Limited
Experience Managing Director, Peregrine Nithi Finance and Securities Company Limited
Head of Corporate Lending Department, Thai Investment Securities Company Limited
28. Mr. Sorakrit Padhanapan Senior Vice President - Engineering, Banpu Power Limited
Experience Managing Director, Nawa Plastic Industries Company Limited - Siam Cement Group
Managing Director, The Concrete Products and Aggregate Company Limited -
Siam Cement Group
Project Division Manager, The Siam Cement Public Company Limited
29. Mr. Rawi Corsiri President, Tri Energy Company Limited
Other Position Director, Banpu Gas Power Company Limited
Experience Director, The Cogeneration Public Company Limited
Vice President - Business Development, Banpu Public Company Limited
Division Chief, Electricity Generating Authority of Thailand
30. Mr. Vatchara Noomahan Director - Operation, Tri Energy Company Limited
Experience Assistant Vice President - Power Project, Banpu Public Company Limited
Chief - Workshop Training Division, Electricity Generating Authority of Thailand
31. Mr. Niran Wongchanglor Director - Finance & Accounting, Tri Energy Company Limited
Experience Senior Manager - Investment Division, Banpu Public Company Limited
Senior Manager - Finance Division, Banpu Public Company Limited
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1. Mr. Metha Auapinyakul 1,242,500 595,550 646,950 621,250 - 621,250 110,000 - 110,000
2. Mr. Soonthorn Vongkusolkit 3,804,896 2,207,498 1,597,398 1,787,398 - 1,787,398 85,000 - 85,000
3. Mr. Chira Panupong 288,858 138,809 150,049 150,049 - 150,049 150,000 - 150,000
4. Mr. Vitoon Wongkusolkit 5,414,873 2,698,995 2,715,878 2,727,678 - 2,727,678 70,000 - 70,000
5. Mr. Somdee Chareonkul 25,816 - 25,816 14,716 - 14,716 70,000 - 70,000
6. Mr. Chanin Vongkusolkit 1,373,149 883,210 489,939 835,639 - 835,639 200,000 - 200,000
7. Mr. Manas Leeviraphan - - - - - - 60,000 - 60,000
8. Ms. Sukon Kanchanalai - - - - - - 60,000 - 60,000
9. Mr. Sawatdiparp Kantatham 850,745 423,348 427,397 427,397 - 427,397 60,000 - 60,000
10. Mr. Vit Janvatanavit - - - - - - 60,000 - 60,000
11. Mr. Montri Mongkolsawat - - - - - - 30,000 - 30,000
12. Mr. Ongart Auapinyakul 689,593 333,248 356,345 356,345 - 356,345 100,000 - 100,000
13. Mr. Prachuab Trinikorn 186,727 101,411 85,316 92,816 - 92,816 100,000 - 100,000
14. Mr. Metee Auapinyakul 547,703 136,969 410,734 280,734 - 280,734 100,000 - 100,000
15. Ms. Somruedee Chaimongkol 45,500 - 45,500 - - - 50,000 - 50,000
16. Mr. Radhakrisnan Chirukandath - - - - - - 50,000 - 50,000
17. Mr. Terdsakdi Virulhpanich 8,874 22,555 -13,681 4,866 - 4,866 30,000 - 30,000
18. Mr. Sathidpong Wattananuchit - - - - - - 30,000 - 30,000
19. Mr. Prayoon Vivechpuvanont - - - - - - - - -
20. Mr. Amarit Suvansavate 25,454 - 25,454 12,454 - 12,454 50,000 - 50,000
21. Mr. Songserm Vuttipittayamongkol 8,600 - 8,600 - - - - - -
22. Mr. Somyot Ruchirawat - - - - - - 30,000 - 30,000
23. Mr. Dumrong Chantong - - - - - - 30,000 - 30,000
24. Mr. Thongchai Makerd 100,049 32,500 67,549 40,000 - 40,000 30,000 - 30,000
25. Mr. Aphimuk Taifayongvichit - - - - - - 30,000 - 30,000
26. Mr. Nitikorn Tantitham - - - - - - - - -
27. Mr. Sorakit Padhanapan - - - - - - 25,000 - 25,000
28. Mr. Akaraphong Thaiyanonta - - - - - - 50,000 - 50,000
29. Mr. Rawi Corsiri 64,049 44,698 19,351 34,049 - 34,049 50,000 - 50,000
30. Mr. Vatchara Noomahan - - - - - - 30,000 - 30,000
31. Mr. Nirun Wongchanglor - - - - - - 30,000 - 30,000
O F M A N A G E M E N T
S H A R E H O L D I N G S
As of June 30, 2000
Ordinary Share Warrant ESOP Warrant
June 30, June 30, Increase/ June 30, June 30, Increase/ June 30, June 30, Increase/
2000 1999 (Decrease) 2000 1999 (Decrease) 2000 1999 (Decrease)
Name/Surname
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R e m u n e r a t i o n i n C a s h
Total Remuneration of the Board Baht 6,935,000
Total Remuneration of the Management Baht 66,232,800
Total Remuneration for the First 15 Management Earning Highest Remuneration Baht 50,369,405
R e m a r k :
1. Remuneration for the Board consists of meeting allowance and gratuity for the board members.
2. Remuneration for the Management consists of salary, bonus, meeting allowance and gratuity for the board members.
3. Above remunerations are the remuneration paid for the Management during the Company’s fiscal year.
4. Total remuneration of the Management includes those paid for former management.
O t h e r R e m u n e r a t i o n s
Allocation of non-transferable ESOP warrants issued by Banpu Plc. to the board members and management on February 24,
2000 as follows:
Name Position Quantity of Warrant
1. Mr. Metha Auapinyakul Chairman 110,000 Units
2. Mr. Soonthorn Vongkusolkit Vice Chairman 85,000 Units
3. Mr. Chira Panupong Chairman of the Executive Board 150,000 Units
4. Mr. Vitoon Wongkusolkit Executive Director 70,000 Units
5. Mr. Somdee Chareonkul Executive Director 70,000 Units
6. Mr. Chanin Vongkusolkit Group President 200,000 Units
7. Mr. Manas Leeviraphan Independent Director 60,000 Units
8. Ms. Sukon Kanchanalai Independent Director 60,000 Units
9. Mr. Sawatdiparp Kantatham Director 60,000 Units
10. Mr. Vit Janvatanavit Director 60,000 Units
11. Mr. Montri Mongkolsawat Director 30,000 Units
12. Mr. Ongart Auapinyakul Group Senior Vice President 100,000 Units
13. Mr. Prachuab Trinikorn Group Senior Vice President 100,000 Units
14. Mr. Metee Auapinyakul Group Executive Vice President 100,000 Units
15. Ms. Somruedee Chaimongkol Vice President - Finance 50,000 Units
16. Mr. Radhakrisnan Chirukandath Vice President - Quality Promotion Center 50,000 Units
17. Mr. Terdsakdi Virulhpanich Vice President - Environmental Quality
& Safety Promotion Center 30,000 Units
F O R M A N A G E M E N T
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Name Position Quantity of Warrant
18. Mr. Sathidpong Wattananuchit Vice President - Human Resources 30,000 Units
19. Mr. Prayoon Vivechpuvanont Vice President - Internal Audit - Units
20. Mr. Amarit Suvansavate Vice President - Coal Thailand 50,000 Units
21. Mr. Songserm Vuttipittayamongkol Vice President - Coal Indonesia - Units
22. Mr. Somyot Ruchirawat Vice President - Coal Indonesia 30,000 Units
23. Mr. Dumrong Chantong Vice President - Engineering Services 30,000 Units
24. Mr. Thongchai Makerd Vice President - Minerals 30,000 Units
25. Mr. Aphimuk Taifayongvichit Vice President - Logistics 30,000 Units
26. Mr. Nitikorn Tantitham Group Senior Vice President - Units
27. Mr. Sorakit Padhanapan Senior Vice President - Engineering, Banpu Power Ltd. 25,000 Units
28. Mr. Akaraphong Thaiyanonta Senior Vice President - Project Development,
Banpu Power Ltd. 50,000 Units
29. Mr. Rawi Corsiri President - Tri Energy Co., Ltd. 50,000 Units
30. Mr. Vatchara Noomahan Director - Operations, Tri Energy Co., Ltd. 30,000 Units
31. Mr. Nirun Wongchanglor Director - Finance and Accounting, Tri Energy Co., Ltd. 30,000 Units
Total 1,770,000 Units
T e r m s a n d C o n d i t i o n s o f E S O P
Offering price per unit : Baht 0.00
Ratio : One warrant can buy one ordinary share
Exercise prices : Series one, the exercise price is Baht 50.92.
Series two, the exercise price is Baht 58.55.
Series three, the exercise price is Baht 67.34.
Series four, the exercise price is Baht 77.44.
Series five, the exercise price is Baht 86.00.
Duration of exercise : Series one : Dec. 1999 - Dec. 2003
Series two : Dec. 2000 - Dec. 2003
Series three : Dec. 2001 - Dec. 2003
Series four : Dec. 2002 - Dec. 2003
Series five : Sep. 2003 - Dec. 2003
Project life : Not exceeding 5 years from the date of receiving permission
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Ordinary Share Registrar : Thailand Securities Depository Company Limited for Depositors
Debenture Registrar : Thailand Securities Depository Company Limited for Depositors
The Second Convertible Debenture Registrar : Citibank, N.A. New York, U.S.A.
Auditor : Mr. Somchai Kurujitkosol
Accountants and Management Consultants Company Limited
77/225-226 Rajthevee Tower,
18th Floor, Phyathai Road, Bangkok 10400
Tel. 252-8874, 252-6637, 653-8091-3
Legal Advisor : Arttha-kij Law Office
8/64-67 Ratchadapisek Road,
Ladyao, Jatujak, Bangkok 10900
Tel. 511-1306, 513-8056, 938-1021, 938-1640
Financial Advisor : -None-
Advisor or Manager under Management Agreement : -None-
Audit Committee : Consists of 3 persons as follows:
1. Mr. Manas Leeviraphan
2. Ms. Sukon Kanchanalai
3. Mr. Montri Mongkolsawat
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R E P O R T
A U D I T C O M M I T T E E ’ S
To The Board of Directors and Shareholders of Banpu Public Company Limited
In the past year the Stock Exchange Commission and the Stock Exchange of Thailand realized the importance that listed companies exercise
Good Corporate Governance. Thus it was announced that all listed companies establish an audit committee by December 31, 1999. On November 25,
1999 the Board of Directors of Banpu appointed an Audit Committee consisting of three independent directors: Mr. Manas Leeviraphan as the Chairman
of the Audit Committee, Ms. Sukon kanchanalai and Mr. Montri Monkolsawasdi as committee members.
The Audit Committee has principal duties and responsibilities as follows:
to review that the financial statement is prepared according to the accounting standards with adequate and correct data, including the
disclosure of all connected tranactions or those with business conflicts,
to review that the Company has an appropriate and effective monitoring and auditing system,
to verify that the Company acts according to the rules and regulations related to the securities and the Stock Exchange of Thailand,
Exchange Commission, as well as any other laws pertinent to the Company’s business,
to select, propose the appointment and propose the remuneration for the auditors of the Company,
to fulfill other duties assigned by the Company’s Board of Directors which is agreed by the Audit Committee.
For the fiscal year ended on June 30, 2000, the Audit Committee met four times and in those meetings the committee reviewed and approved
the financial statement of the fiscal year ended on June 30, 2000 of the Company and the consolidated financial statements of subsidiary companies.
Based on the financial statement ended on June 30, 2000 and the reports of the external auditors, the management and the internal auditors, the Audit
Committee holds the opinion that for the aforementioned financial statement the auditors recorded no conditions and observations in their audit report;
and the Audit Committee is of the opinion that there is no material misstatement in the proposed financial statement and that the explanation and analysis
of the management is clear, adequate and correct according to generally accepted accounting principles. The financial statements are correct and
complete according to accounting standards. In addition, having reviewed the production risks, inventory, foreign exchange commitments and overseas
investments, the Audit Committee is of the opinion that management was considerably good and the policy was clear to eliminate risks. The Company,
therefore, was able to manage risks and experienced no adverse impact.
Based on the audit of the financial statement of the fiscal year ended on June 30, 2000, the Company’s overall internal monitoring system is
considerably good without any material mistake. Nevertheless, the year marks only the beginning of the Audit Committee’s work. All operations are
still preliminary. In the future, the Audit Committee will push for a more extensive internal audit and a higher efficiency of personnels in order that
the Company develops to be an organization with Good Corporate Governance and one that is accepted by varying companies both at home and abroad.
For the fiscal year 1999/2000 the Audit Committee has proposed to the Board of Directors the appointment of Ms. Wanya Puthasatien, Certified
Accountant No. 4387, and Ms. Susan Eiamvanitcha, Certified Accountant No. 4306, of the AMC Company Limited to be auditors with an annual
remuneration of Baht 400,000 which is the same amount as the previous year for the review of the quarter result, the consolidated financial statements
and the translation into English of the financial statements for approval at the General Shareholders’ meeting.
August 18, 2000
on behalf of the Audit Committee
(Mr. Manus Leeviraphan)
Chairperson of the Audit Committee
Banpu Public Company Limited
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To the Board of Directors and Shareholders of Banpu Public Company Limited
I have audited the consolidated balance sheets of BANPU PUBLIC COMPANY LIMITED and its subsidiary companies as of June 30, 2000
and 1999 the related consolidated statements of income, changes in shareholders’ equity, retained earnings and the consolidated cash flow statements
for the years then ended and also the financial statements of BANPU PUBLIC COMPANY LIMITED only for the same periods. These financial
statements are the responsibility of the Company’s management as to their correctness and completeness in the presentation. My responsibility is to
express an opinion on these financial statements based on my audit.
Apart from matters mentioned below, I conducted my audit in accordance with the standards on auditing. Those standards require that I plan
and perform the audit to obtain moderate assurance about whether the financial statements are free of significant misstatement. An audit includes
examine on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating, the overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
The financial statements for the years ended on June 30, 2000 and 1999 of 6 and 5 subsidiary companies respectively, which were used for
recording these investments by equity method as mentioned in notes to financial statements No. 11 and for consolidation purposes, had not yet been
examined and reviewed by their respective auditors. The financial statements of these subsidiary companies showed assets in percentage of the total
consolidated assets equal to 9.08% and 9.25% respectively and revenue in percentage of the total consolidated revenue for the year equal to 12.47%
and 8.12% respectively. The financial statements for the year ended on June 30, 2000 of 2 associated companies, which were used for recording
investments by equity method as mentioned in notes to financial statements No. 11 had not yet been reviewed by their respective auditors.
The financial statements for the year ended on June 30, 2000 and 1999 of 1 and 3 associated companies respectively, which were used for
recording these investments by equity method as mentioned in notes to financial statements No. 11 were audited by their respective auditors, who gave
unqualified reports on August 10, 2000 and August 18, 1999 respectively.
In my opinion, except for the effects of possible adjustments to the consolidated financial statements if the financial statements of subsidiary
companies as said in the third paragraph had been audited and reviewed by their respective auditors and the fact that the financial statements of
associated companies had been audited by their respective auditors as said in the fourth paragraph, all of which may have an effect the consolidated
financial statements and the financial statements of the company only for the year ended on June 30, 2000 and 1999, then the consolidated financial
statements presented herein show the consolidated financial position of BANPU PUBLIC COMPANY LIMITED and its subsidiaries as of June 30, 2000
and 1999 and the consolidated operating results and cash flows and those of the company only for the years then ended in accordance with generally
accepted accounting principles.
As mentioned in notes to financial statements No. 11, there was a change in the number of companies for the preparation of the consolidated
financial statements.
(Somchai Kurujitkosol)
Authorised Auditor No. 3277
Bangkok,
August 11, 2000
R E P O R T
A U D I T O R S ’
A n
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5 2
ASSETS
CURRENT ASSETS
Cash on Hand and at Banks 424,662 718,146 290,785,053.04 638,089,404.98
Short-Term Investments 60,556 - 50,000,000.00 -
Accounts and Notes Receivable-Net (Note 7) 675,835 821,984 480,291,102.05 770,979,300.34
Loans and Advances to Subsidiary,
Associated and Related Companies (Note 8) 69,565 637,709 2,022,448,847.93 1,821,054,003.41
Inventories 472,212 476,622 313,119,369.30 409,570,072.17
Spare Parts and Machinery Supplies 167,414 218,108 162,855,626.82 214,479,917.74
Other Current Assets (Note 9) 258,333 367,406 215,322,594.54 422,107,203.76
TOTAL CURRENT ASSETS 2,128,577 3,239,975 3,534,822,593.68 4,276,279,902.40
LOANS TO EMPLOYEES 1,868 1,537 919,686.00 1,380,332.37
LOAN TO OTHER COMPANY (Note 10) 612,691 428,652 601,596,857.97 428,652,540.00
INVESTMENTS IN SUBSIDIARY AND
ASSOCIATED COMPANIES (Note 11) 4,445,729 3,619,208 6,187,977,913.96 5,884,178,392.19
OTHER INVESTMENTS-NET (Note 12) 1,207,714 1,256,758 192,648,520.00 165,115,904.70
PROPERTY, PLANT AND EQUIPMENT-NET (Note 13) 2,711,977 3,264,662 1,956,029,889.20 2,530,686,364.08
PROJECT UNDER CONSTRUCTION 180,468 434,013 149,064,266.40 188,922,905.10
OTHER ASSETS-NET (Note 14) 2,480,384 2,321,709 1,180,906,072.35 1,197,033,031.62
TOTAL ASSETS 13,769,408 14,566,514 13,803,965,799.56 14,672,249,372.46
Notes to financial statements are an integral part of the above financial statements.
B A L A N C E S H E E T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s As of June 30, 2000 and 1999
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
B A
N P
U
P U
B L
I C
C O
M P
A N
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I M
I T
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5 3
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank Overdrafts and Loans from Banks (Note 15) 872,137 1,316,923 869,103,525.52 1,215,664,133.92
Trust Receipts Payable (Note 15) 76,346 165,198 - 148,139,625.26
Accounts and Notes Payable 220,790 100,580 68,107,332.20 104,633,414.54
Advances and Loans from Subsidiary and
Associated Companies (Note 16) 75,070 81,070 710,938,722.49 775,879,033.43
Current Portion of Long-Term Loans (Note 17) 437,246 339,749 397,245,500.00 298,750,000.00
Accrued Interest Payable (Note 15) 72,130 84,846 145,248,737.00 138,083,305.19
Other Current Liabilities 305,391 361,996 163,457,164.59 213,099,104.84
TOTAL CURRENT LIABILITIES 2,059,110 2,450,362 2,354,100,981.80 2,894,248,617.18
LONG-TERM LOANS (Note 17) 247,618 687,144 119,618,250.00 519,144,050.00
DEBENTURES (Note 18) 4,830,103 4,659,406 4,830,103,280.76 4,659,405,739.90
OTHER LIABILITIES 24,829 26,220 1,049,398.20 3,794,100.00
TOTAL LIABILITIES 7,161,660 7,823,132 7,304,871,910.76 8,076,592,507.08
Notes to financial statements are an integral part of the above financial statements.
B A L A N C E S H E E T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s As of June 30, 2000 and 1999
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
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SHAREHOLDERS’ EQUITY (Note 19)
Share Capital
Authorized Share Capital
354,050,479 Ordinary Shares
@ Baht 10.00 each 3,540,505 - 3,540,504,790.00 -
121,881,475 Ordinary Shares
@ Baht 10.00 each - 1,218,815 - 1,218,814,750.00
Issued and Paid-Up Share Capital
209,569,004 Ordinary Shares
@ Baht 10.00 each 2,095,690 - 2,095,690,040.00 -
104,784,502 Ordinary Shares
@ Baht 10.00 each - 1,047,845 - 1,047,845,020.00
Premium on Share Capital 3,698,319 3,698,319 3,698,318,882.68 3,698,318,882.68
Surplus from Change of Shareholding
in Subsidiary Companies 1,009,854 1,070,108 1,009,853,629.97 1,070,107,629.97
Unrealized Net Gain on Non-Current
Marketable Securities 19,129 - 19,129,120.12 -
Unrealized Net Loss on Non-Current
Marketable Securities of Subsidiary Companies (128,058) - (128,057,656.09) -
Retained Earnings
Appropriated
Legal Reserve
of Parent and Subsidiary Companies 136,448 107,550 136,448,409.00 107,550,000.00
Unappropriated (462,390) 535,330 (462,390,356.70) 535,330,470.13
Adjustment from Foreign Exchange Conversion 130,102 136,505 130,101,819.82 136,504,862.60
Minority Shareholders’ Interest 108,654 147,725 - -
TOTAL SHAREHOLDERS’ EQUITY 6,607,748 6,743,382 6,499,093,888.80 6,595,656,865.38
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY 13,769,408 14,566,514 13,803,965,799.56 14,672,249,372.46
B A L A N C E S H E E T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s As of June 30, 2000 and 1999
Notes to financial statements are an integral part of the above financial statements.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
B A
N P
U
P U
B L
I C
C O
M P
A N
Y L
I M
I T
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5 5
REVENUES FROM OPERATION
Sales 4,439,107 3,661,670 3,005,708,643.18 2,709,034,297.21
Gain from Exchange Rate (Note 20) - 810,329 - 707,643,320.63
Other Income (Note 21) 562,669 583,542 675,805,012.24 614,002,916.19
Participating Profit (loss) in Subsidiary Companies - - (427,287,741.07) 44,911,032.16
Participating Profit (loss) in Associated Companies (278,736) 610,213 (278,735,526.03) 610,212,996.86
TOTAL REVENUES 4,723,040 5,665,754 2,975,490,388.32 4,685,804,563.05
EXPENSES FROM OPERATION
Cost of Sales 3,662,672 2,616,687 2,506,108,163.17 1,919,171,082.46
Selling and Administrative Expenses 580,517 628,399 328,791,679.47 412,339,538.61
Doubtful Accounts - 143,269 - 117,527,120.43
Directors’ Remuneration 3,395 2,120 3,035,304.82 2,120,106.42
Loss from Exchange Rate (Note 20) 139,878 - 148,596,595.58 -
Loss from Written Off Project 280,879 - 42,259,622.82 -
Loss from Impairment 125,960 - 26,361,718.95 -
Loss from Write Down of Inventory 24,783 - 24,782,623.70 -
TOTAL EXPENSES 4,818,084 3,390,475 3,079,935,708.51 2,451,157,847.92
PROFIT (LOSS) FROM OPERATION BEFORE INTEREST
EXPENSES AND CORPORATE INCOME TAX (95,044) 2,275,279 (104,445,320.19) 2,234,646,715.13
FINANCIAL EXPENSES OF BOND REDEMPTION 224,935 - 224,934,621.34 -
INTEREST EXPENSES 470,792 414,925 484,683,315.32 427,375,679.56
CORPORATE INCOME TAX (Note 22) 398 19,549 - -
NET PROFIT (LOSS) BEFORE ACQUISITION OF SHARES (791,169) 1,840,805 (814,063,256.85) 1,807,271,035.57
PLUS (LESS) LOSS (PROFIT) BEFORE
ACQUISITION OF SHARES (6,514) -
NET PROFIT (LOSS) BEFORE MINORITY
SHAREHOLDERS’ INTEREST (797,683) 1,840,805
PLUS (LESS) NET LOSS (PROFIT) OF
MINORITY SHAREHOLDERS’ INTEREST (16,380) (33,534)
NET PROFIT (LOSS) (814,063) 1,807,271
EARNINGS (LOSS) PER SHARE (Baht) (Note 23) (5.48) 22.37 (5.48) 22.37
DILUTED EARNINGS (LOSS) PER SHARE (Baht) (Note 23) (5.48) 15.42 (5.48) 15.42
I N C O M E S T A T E M E N T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s For the Year ended on June 30, 2000 and 1999
Notes to financial statements are an integral part of the above financial statements.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
A n
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2
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0
5 6
SHARE CAPITAL
Common Shares
Beginning Balance 1,047,845 523,923 1,047,845,020.00 523,922,510.00
Increase in the Period 1,047,845 523,922 1,047,845,020.00 523,922,510.00
Decrease in the Period - - - -
Ending Balance 2,095,690 1,047,845 2,095,690,040.00 1,047,845,020.00
Premiums on Share Capital
Beginning Balance 3,698,319 3,698,319 3,698,318,882.68 3,698,318,882.68
Increase in the Period - - - -
Decrease in the Period - - - -
Ending Balance 3,698,319 3,698,319 3,698,318,882.68 3,698,318,882.68
Surplus from Change of Shareholding in
Subsidiary Companies
Beginning Balance 1,070,108 1,070,108 1,070,107,629.97 1,070,107,629.97
Increase in the Period - - - -
Decrease in the Period (60,254) - (60,254,000.00) -
Ending Balance 1,009,854 1,070,108 1,009,853,629.97 1,070,107,629.97
Unrealized Net Gain (Loss) on Non-Current
Marketable Securities
Beginning Balance - (6,148) - (6,148,441.86)
Increase in the Period 19,129 6,148 19,129,120.12 6,148,441.86
Decrease in the Period - - - -
Ending Balance 19,129 - 19,129,120.12 -
Unrealized Net Gain (Loss) on Non-Current
Marketable Securities of Subsidiary Companies
Beginning Balance - (145,411) - (145,411,000.00)
Increase in the Period - 145,411 - 145,411,000.00
Decrease in the Period (128,058) - (128,057,656.09) -
Ending Balance (128,058) - (128,057,656.09) -
Notes to financial statements are an integral part of the above financial statements.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
S T A T E M E N T S O F C H A N G E S I N S H A R E H O L D E R S ’ E Q U I T Y
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s For the Year ended on June 30, 2000 and 1999
B A
N P
U
P U
B L
I C
C O
M P
A N
Y L
I M
I T
E D
5 7
Adjustment from Foreign Exchange Conversion
Beginning Balance 136,505 136,505 136,504,862.60 136,504,862.60
Increase in the Period - - - -
Decrease in the Period (6,403) - (6,403,042.78) -
Ending Balance 130,102 136,505 130,101,819.82 136,504,862.60
Retained Earnings
Appropriated
Legal Reserve
Beginning Balance 107,550 107,550 107,550,000.00 107,550,000.00
Increase in the Period 28,898 - 28,898,409.00 -
Decrease in the Period - - - -
Ending Balance 136,448 107,550 136,448,409.00 107,550,000.00
Unappropriated
Beginning Balance 649,183 (988,697) 649,183,469.88 (988,696,635.34)
Less Accumulated Effect of Adjustment Due to
Change to Accounting Policy (Note 24) (113,853) (129,927) (113,852,999.75) (129,926,728.75)
535,330 (1,118,624) 535,330,470.13 (1,118,623,364.09)
Increase in the Period 58,800 1,807,271 58,799,843.02 1,807,271,035.57
Decrease in the Period (1,056,520) (153,317) (1,056,520,669.85) (153,317,201.35)
Ending Balance (462,390) 535,330 (462,390,356.70) 535,330,470.13
Minority Shareholders’ Interest 108,654 147,725 - -
TOTAL SHAREHOLDERS’ EQUITY 6,607,748 6,743,382 6,499,093,888.80 6,595,656,865.38
Notes to financial statements are an integral part of the above financial statements.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
S T A T E M E N T S O F C H A N G E S I N S H A R E H O L D E R S ’ E Q U I T Y
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s For the Year ended on June 30, 2000 and 1999
A n
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R e
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2
0 0
0
5 8
Retained Earnings (Loss)-Beginning Balance 756,733 (881,147) 756,733,469.88 (881,146,635.34)
Less Accumulated Effect of Adjustment Due to
Change to Accounting Policy (Note 24) (113,853) (129,927) (113,852,999.75) (129,926,728.75)
Beginning Balance After Adjustment 642,880 (1,011,074) 642,880,470.13 (1,011,073,364.09)
Plus (Less) Adjustment to the Previous Year’s Retained
Earnings (Loss) (Note 25) 58,800 (149,927) 58,799,843.02 (149,927,201.35)
Dividend Paid (Note 19) (209,569) - (209,569,004.00) -
Directors’ Emolument (3,990) (3,390) (3,990,000.00) (3,390,000.00)
Net Profit (Loss) (814,063) 1,807,271 (814,063,256.85) 1,807,271,035.57
Retained Earnings (Loss)-Ending Balance (325,942) 642,880 (325,941,947.70) 642,880,470.13
Ending Retained Earnings (Loss) consist of:-
Appropriated
Legal Reserve 136,448 107,550 136,448,409.00 107,550,000.00
Unappropriated (462,390) 535,330 (462,390,356.70) 535,330,470.13
TOTAL (325,942) 642,880 (325,941,947.70) 642,880,470.13
Notes to financial statements are an integral part of the above financial statements.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
R E T A I N E D E A R N I N G S S T A T E M E N T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s For the Year ended on June 30, 2000 and 1999
B A
N P
U
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C O
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A N
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I M
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5 9
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit (Loss) (814,063) 1,807,271 (814,063,256.85) 1,807,271,035.57
Adjustment to Net Profit (Loss) for Cash Receipts (Payments)
from Operations
Depreciation 846,177 738,668 769,502,613.37 674,156,168.80
Amortization 413,861 364,701 332,677,826.51 237,757,604.84
Allowance for Doubtful Accounts - 143,269 - 117,527,120.43
Loss from Write Down of Inventory 24,783 - 24,782,623.70 -
Loss from Written off Project 280,879 - 42,259,622.82 -
Loss from Impairment 125,960 - 26,361,718.95 -
Premium on Deferred Risk Management 3,261 13,774 2,086,460.84 13,773,659.49
Unrealized (Gain) Loss from Foreign Exchange Rate 85,189 (686,137) 48,175,549.01 (722,902,435.77)
Participating (Profit) Loss in Subsidiary and Associated Companies 278,736 (610,213) 706,023,267.10 (655,124,029.02)
(Profit) Loss from Sales of Investment (333,399) (274,602) (331,687,196.01) (246,649,173.49)
(Profit) Loss from Sales of Fixed Assets (3,451) 1,546 (6,196,270.65) 288,058.77
Profit (Loss) of Minority Shareholders’ Interest 16,380 33,534 - -
Adjustment to the Previous Year’s Retained Earning - 6,724 - 6,724,409.36
(Increase) Decrease in Accounts and Notes Receivable 144,547 (206,486) 290,688,198.29 (69,685,822.79)
(Increase) Decrease in Inventories (20,373) (210,826) 71,668,079.17 (209,473,380.88)
(Increase) Decrease in Spare Parts and Machinery Supplies 50,694 (43,376) 51,624,290.92 (42,940,955.66)
(Increase) Decrease in Other Current Assets 104,035 12,351 201,746,279.84 (37,404,034.87)
Increase (Decrease) in Accounts and Notes Payable 120,210 8,759 (36,526,082.34) 23,947,341.82
Increase (Decrease) in Accrued Interest Payable (10,537) 7,538 9,115,404.72 42,389,430.57
Increase (Decrease) in Other Current Liabilities (62,156) 53,157 (49,591,521.70) 27,055,476.01
Directors’ Emolument (3,990) (3,390) (3,990,000.00) (3,390,000.00)
Net Cash Provided from Operating Activities 1,246,743 1,156,262 1,334,657,607.69 963,320,473.18
Notes to financial statements are an integral part of the above financial statements.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
C A S H F L O W S T A T E M E N T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s For the Year ended on June 30, 2000 and 1999
A n
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R e
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2
0 0
0
6 0
CASH FLOW FROM INVESTMENT ACTIVITIES
(Increase) Decrease in Loans and Advances to Subsidiary,
Associated and Related Companies 568,415 1,351,517 (147,029,624.79) 511,702,298.91
(Increase) Decrease in Loans to Employees (331) (30) 460,646.37 (76,581.87)
(Increase) Decrease in Loan to Other Companies (184,039) (428,652) (172,942,546.62) (428,652,540.00)
(Increase) Decrease in Investments in Subsidiary
and Associated Companies (838,711) 95,441 (817,281,739.13) 19,895,217.32
(Increase) Decrease in Other Investments (20,627) (810,712) (12,223,956.36) (33,203,590.01)
(Increase) Decrease in Project under Construction (27,334) 23,001 (2,400,984.12) 86,418,715.37
(Increase) Decrease in Other Assets (640,731) (490,590) (328,510,552.69) (308,021,583.17)
Purchase of Fixed Assets (333,374) (591,965) (229,683,037.67) (344,092,257.12)
Sale of Fixed Assets 32,602 16,718 30,301,323.70 2,012,240.67
Dividend Received 21,432 - 7,049,980.26 -
Change in Minority Shareholder’s Interest (55,451) 4,795 - -
Net Cash Used for Investment Activities (1,478,149) (830,477) (1,672,260,491.05) (494,018,079.90)
Notes to financial statements are an integral part of the above financial statements.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
C A S H F L O W S T A T E M E N T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s For the Year ended on June 30, 2000 and 1999
B A
N P
U
P U
B L
I C
C O
M P
A N
Y L
I M
I T
E D
6 1
CASH FLOW FROM FINANCING ACTIVITIES
Increase (Decrease) in Bank Overdrafts and Loans from Banks (448,804) (714,619) (350,578,539.59) (717,429,520.24)
Increase (Decrease) in Trust Receipts Payable (88,852) 159,046 (148,139,625.26) 141,532,583.48
Increase (Decrease) in Advances and Loans from Subsidiary
and Associated Companies - - (43,938,097.97) 53,204,409.93
Increase (Decrease) in Loans from Other Company (6,000) 81,070 - -
Increase (Decrease) in Current Portion of Long-Term Loans 97,497 298,749 98,495,500.00 298,750,000.00
Increase (Decrease) in Long-Term Loans (437,246) 547,750 (397,245,500.00) 411,250,000.00
Increase (Decrease) in Debentures 44,998 (599,999) 46,173,480.04 (600,000,000.00)
Increase (Decrease) in Other Liabilities (1,391) 7,564 (2,744,701.80) 1,064,100.00
Increase in Capital 1,047,845 523,923 1,047,845,020.00 523,922,510.00
Dividend Payment (209,569) - (209,569,004.00) -
Net Cash Provided (Used) for Financing Activities (1,522) 303,484 40,298,531.42 112,294,083.17
CASH AND CASH EQUIVALENT ITEMS INCREASE (DECREASE) NET (232,928) 629,269 (297,304,351.94) 581,596,476.45
CASH AND CASH EQUIVALENT ITEMS AT THE BEGINNING
OF THE PERIOD 718,146 88,877 638,089,404.98 56,492,928.53
CASH AND CASH EQUIVALENT ITEMS AT THE ENDING
OF THE PERIOD 485,218 718,146 340,785,053.04 638,089,404.98
Additional Information on Cash Flow Statements
1. Cash paid during the Year
Interest paid 418,437 387,135 412,446,571.13 365,447,025.51
Corporate income tax - 20,136 - -
2. Cash equivalents, include cash, bank deposits and short-term investments (three month promissory notes with financial institutions)
Notes to financial statements are an integral part of the above financial statements.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
(Revised) (Revised)
C A S H F L O W S T A T E M E N T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s For the Year ended on June 30, 2000 and 1999
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1. General Information
The company was registered under the Civil and Commercial Code on May 16, 1983, registration number 1960/2526 and later
registered as a public company on July 29, 1993, registration number Bor Mor Jor 152. Its main business activity is coal mining and
engineering service. Its employee data as of June 30, 2000 and 1999 are as follows:
2000 1999
Employee (persons) 858 884
Employees’ expenses (Million Baht) 247.37 274.54
2. Basis of Consolidation
2.1 These consolidated financial statements consist of the accounts of Banpu Public Company Limited and its subsidiary
companies in which Banpu Public Company Limited holds shares not less than 50% of authorized share capital including
other companies in which such subsidiary companies hold shares not less than 50% of authorized share capital based on
equity method, after having eliminated remaining balances and trade transactions among themselves.
2.2 These consolidated financial statements are prepared in accordance with the regulations of the Stock Exchange of Thailand
with the sole objective of showing the combined financial position and operational result of Banpu Public Company Limited
and its subsidiary companies. Using the information shown on the mentioned consolidated financial statements for any other
purpose may be of limited use as the business nature of each of the companies which were consolidated differs considerably.
3. Benefits and Privileges from Obtaining Investment Promotion Certificates
Banpu Public Company Limited was granted investment promotion certificates from the Board of Investment and obtains
significant benefits and privileges of the Investment Promotion Act B.E. 2520 (1977) as follows:-
N O T E S T O F I N A N C I A L S T A T E M E N T S
B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s
Term of Exemption from
Certificate No. Privileges under Section Corporate Income Tax
(Under Section 31)
1058/2537 25, 26, 29, 31, 34 and 37 6 Years Category 2.3 Mining or December,
Lignite Improvement B.E. 2542 (1999)
8023/2536 25, 26, 28, 30, 31, 34, 35 (2), 8 Years Category 2.3 Mining or September,
35 (3), 35 (4) and 37 Lignite Improvement B.E. 2544 (2001)
1117/2537 25, 26, 28, 30, 31, 34, 35 (2), 8 Years Category 2.3 Mining or August,
35 (3), 35 (4) and 37 Lignite Improvement B.E. 2546 (2003)
1749/2540 25, 26, 28, 31, 34, 35 (2), 8 Years Category 2.3 Mining or June,
35 (3), 35 (4) and 37 Lignite Improvement B.E. 2549 (2006)
Type of Income Expiry of
Granted Promotion Certificate
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Direct Shareholding:
Banpu Minerals Co., Ltd. Jan. 1-Dec. 31 Coal Mining Common 40,000 40,000 99.99 99.99
Management
Banpu Terminal Co., Ltd. Jul. 1-Jun. 30 Terminal Common 180,000 120,000 99.99 99.99
Management
Mineral Resources Jan. 1-Dec. 31 Kaolin Production Common 300,000 300,000 99.99 99.99
Development Co., Ltd. Management
Banpu International Ltd. Jun. 1-May 31 Mining Investment Common 250,000 250,000 99.99 99.99
in Indonesia Management
Banpu Australia Pty., Ltd. Jul. 1-Jun. 30 Mining Investment Common 396,351 396,351 99.99 99.99
in Australia Management
Silamani Corp., Ltd. Jul. 1-Jun. 30 Coal Trading Common 300,000 300,000 99.99 99.99
Management
Promsin Co., Ltd. Jan. 1-Dec. 31 Property Development Common 580,000 580,000 99.99 99.99
Management
Edifice Engineering Co., Ltd. Jan. 1-Dec. 31 Coal Ash Management Common 5,000 5,000 99.99 99.99
Management
Universal Exploration Co., Ltd. Jan. 1-Dec. 31 Drilling & Exploration Common 520,000 514,000 99.98 99.98
Management
Banpu Singapore Pte., Ltd. Jul. 1-Jun. 30 Coal Trading Common 26,895 26,895 99.99 99.99
Management
Banpu Power Limited Jul. 1-Jun. 30 Power Investment Common 65,000 1,000 99.99 99.99
Management
PT. Jorong Barutama Greston Jan. 1-Dec. 31 Coal Mining in Indonesia Common 41,285 41,285 95.00 95.00
Management
Yen Bai Banpu Calcium Jan. 1-Dec. 31 CaCO3 Production Management 107,179 107,179 66.66 66.66
Carbonate Co., Ltd. in Vietnam Participation
Overseas Development Oct. 1-Sep. 30 Investment Management 15,000 15,000 51.00 51.00
Corp., Ltd. in China Participation
The Cogeneration Public Jul. 1-Jun. 30 Power & Utilities Management 12,045,000 8,030,000 30.26 32.07
Co., Ltd. Participation
Chiang Muan Mining Co., Ltd. Jan. 1-Dec. 31 Coal Mining Management 100,000 100,000 25.00 25.00
Participation
4. List of Subsidiary and Associated Companies and Percentage of Shareholdings
Consist of:
Paid-up Share Percentage of
Capital, June 30 Shareholding, June 30
2000 1999 2000 1999
’000 Baht ’000 Baht % %
Name of Company Accounting Year Business Relation
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Indirect Shareholding
The Subsidiary Company of
Banpu Minerals Co., Ltd.
is as follow:
Ban-Sa Mining Co., Ltd. Jan. 1-Dec. 31 Coal Mining - 60,000 - 88.57 -
The Subsidiary Company of
Ban-Sa Mining Co., Ltd.
is as follow:
Chiang Muan Mining Co., Ltd. Jan. 1-Dec. 31 Coal Mining Management 100,000 - 51.00 -
Participation
The Subsidiary Companies of
Mineral Resources
Development Co., Ltd.
are as follows:
MRD-ECC Co., Ltd. Jul. 1-Jun. 30 Ball Clay Management 50,000 50,000 51.00 51.00
Productions Participation
Silamani Marble Co., Ltd. Jan. 1-Dec. 31 Coal Trading Common 185,500 185,500 99.99 99.99
Management
The Subsidiary Company of
Banpu International Limited
is as follow:
PT. Nusantara Thai Mining Jul. 1-Jun. 30 Mining Related Common 6,266 6,266 80.00 80.00
Service Services in Indonesia Management
The Subsidiary Companies of
Banpu Power Ltd.
are as follows:
Banpu Gas Power Ltd. Jul. 1-Jun. 30 Power Investment Common 50,000 12,500 99.99 99.99
Management
Banpu Coal Power Ltd. Jul. 1-Jun. 30 Power Investment Common 10,000 250 99.99 99.99
Management
Banpu Power Vietnam 1 Jul. 1-Jun. 30 Power Investment Common 58,606 - 100.00 -
Pte., Ltd. Management
The Associated Company of
Banpu Power Vietnam 1
Pte., Ltd. is as follow:
Amata Power (Bien Hoa) Jan. 1-Dec. 31 Power Investment Management 169,920 - 30.00 -
Ltd. Participation
Name of Company Accounting Year Business Relation
Paid-up Share Percentage of
Capital, June 30 Shareholding, June 30
2000 1999 2000 1999
’000 Baht ’000 Baht % %
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The Associated Company of
Banpu Gas Power Ltd.
is as follow:
Tri Energy Co., Ltd. Jan. 1-Dec. 31 Power Investment Management 25,850 25,850 37.50 37.50
Participation
The Associated Company of
Banpu Coal Power Ltd.
is as follow:
BLCP Power Limited Jan. 1-Dec. 31 Power Investment Management 322,500 322,500 35.00 30.00
Participation
The Subsidiary Companies of
The Cogeneration Public
Company Limited
are as follows:
Thai Cogeneration Co., Ltd. Jul. 1-Jun. 30 Utilities Management 7,353,390 7,353,390 99.99 99.99
Participation
MTP Cogeneration Co., Ltd. Jul. 1-Jun. 30 Utilities Management 4,295,221 4,295,221 99.99 99.99
Participation
The accounting periods of all subsidiary companies which were consolidated, were adjusted to Banpu Public Company Limited
accounting ending period. Minority shareholding interest of less than 1% in subsidiary companies was not material, so this minority
interest was not taken into account.
As of June 30, 2000 and 1999, in the financial statements of Banpu Australia Pty., Ltd., Banpu Singapore Pte., Ltd.,
PT. Nusantara Thai Mining Services (Banpu International Limited’s subsidiary), Yen Bai Banpu Calcium Carbonate Co., Ltd., PT. Jorong
Barutama Greston and Banpu Power Vietnam 1 Pte., Ltd. (Banpu Power Ltd.’s subsidiary) the income statements were translated into
Baht at the average exchange rate prevailing during the accounting period, while the remaining balance of assets and liabilities was
translated into Baht at the exchange rate prevailing at the end of the period. The difference occurring from this translation has been
shown as adjustment from Foreign Exchange Conversion under Shareholders’ Equity in related balance sheets.
As of June 30, 2000, Chiang Muan Mining Co., Ltd. (a subsidiary) had paid Baht 28.2 million in dividends and as of June 30,
1999, subsidiary companies had paid no dividends.
Name of Company Accounting Year Business Relation
Paid-up Share Percentage of
Capital, June 30 Shareholding, June 30
2000 1999 2000 1999
’000 Baht ’000 Baht % %
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5. Summary of Significant Accounting Policies
These financial statements are prepared in accordance with the accounting standard announced by the Institute of Certified
Accountants and Auditors of Thailand. The main accounting policies can be summarized as follows:
5.1 Income is recognized when goods and services are delivered.
5.2 Allowance for doubtful accounts is estimated by considering the collectibility of each account receivable.
5.3 Inventories of finished goods, spare parts and machine supplies are valued at the lower of moving average cost or net
realizable value.
5.4 Investments
5.4.1 Short-term investments are recorded at fair value.
5.4.2 Long-term investments in marketable securities for sale are recorded at fair value.
5.4.3 Long-term investments in non-marketable securities which the company considers as general purpose investments are
recorded at cost value.
5.4.4 Investments in subsidiary and associated companies are recorded by using equity method.
5.5 Fixed assets are recorded at cost plus interest on the amount borrowed for construction and installation of such assets and
depreciated on straight-line method over their approximate work life as follows : 20 years for land improvement and building
and construction, 10 years for machines and equipment and some are depreciated on a straight line method within the period
of the relevant mining leases, 5 years for furniture and office equipment, tools and vehicles.
5.6 Pre-operating project expenses are deferred and amortized on a straight-line method within the relevant period of mining
leases.
5.7 Expenses incurred on mine exploration, mine development, and earth removal are amortized in accordance with the quantity
of minerals actually mined-out in relation to the total expected quantity of the project.
5.8 Goodwill from surplus of investment in a subsidiary in excess of its book value at the purchasing date is amortized by using
straight-line method within 5 years.
5.9 Transactions in foreign currencies are translated into Baht at the exchange rate prevailing on the date the transaction
occurred. Assets and liabilities denominated in foreign currencies, which are outstanding at the balance sheet date, are
translated into Baht at the prevailing rates on period end date. Gains or losses from such translation are shown as revenues
or expenses in that period.
For assets and liabilities in foreign currencies under forward contract which has premium or discount, they will be
recognized as income or expense in the income statement in relation to the term of each foreign currency forward contract
accordingly.
5.10 Earnings (Loss) per share
5.10.1 Basic earnings (loss) per share is calculated by dividing net profit (loss) with the weighted average number of the
issued and paid-up shares during the relevant year.
5.10.2 Diluted earnings (loss) per share is calculated by dividing net profit (loss) after adjustments for the effect of diluted
common share equivalents, by the weighted average number of the issued and paid up shares and the weighted
average number of fully diluted common share equivalents that will be needed to cover the rights of the debenture
issue and warrants.
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5.11 The Company should appropriate a part of retained earnings under the Public Companies Act 1992 as a legal reserve fund
of not less than 5% of annual net profit less any retained loss carried forward until such time as the reserve fund holds
not less than 10% of registered capital.
5.12 A provident fund has been established under the Provident Fund Act of 1987 under which employees make monthly
contributions and the company also makes a contribution. The fund is managed by a local financial institution.
6. Inter-Company Transactions within the Group
Significant items are summarized as follows:
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht ’000 Baht ’000 Baht
Parent and Subsidiary Companies
6.1 Amount of sale-purchases and services 614,015 216,764 262,820 216,764
6.2 Amount of other income and other expenses - 13,627 - 11,929
6.3 Amount of interest received and paid 293,047 236,498 193,330 157,703
6.4 Amount of accounts receivable and accounts payable 245,235 315,245 168,743 315,245
6.5 Amount of other accounts receivable
and other accounts payable 599 356 - -
6.6 Amount of advances receivable and payable 83,836 17,228 73,771 18,508
6.7 Amount of interest receivable and payable 227,584 298,008 191,946 213,959
6.8 Amount of inter-company borrowing and loans 3,681,469 2,811,448 2,596,419 1,956,530
Parent, Associated and Related Companies
6.9 Amount of sale-purchases and services 408,724 216,194 - -
6.10 Amount of other income and other expenses 16,490 86,836 16,940 85,367
6.11 Amount of interest received and paid 69,942 118,478 69,249 109,335
6.12 Amount of accounts receivable and accounts payable 92,070 109,226 - -
6.13 Amount of dividends receivable and payable - 147,577 - 147,577
6.14 Amount of advances receivable and payable 69,438 8,252 62,943 3,948
6.15 Amount of interest receivable and payable 20,431 160,284 18,835 156,522
6.16 Amount of inter-company borrowing and loans 687,761 1,134,079 601,597 1,045,890
Above inter-company transactions, including accrued inter-debts of subsidiary companies, have been eliminated from the financial
statements of the parent and subsidiary companies in the process of the consolidated financial statements preparation. Prices for trade
and service inter-company transactions are determined under the same conditions as those between the company and its general
customers.
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2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
7. Accounts and Notes Receivable-Net
Consist of:
As of June 30, 2000 and 1999, in the financial statements of the parent company only were accounts receivable for the
amount of Baht 164.40 million and Baht 179.79 million respectively duefrom a subsidiary company. Payment was to be made as soon
as the subsidiary company brought these inventories into production.
As of June 30, 1999, in the consolidated financial statements and the financial statements of the parent company only was notes
receivable for the amount of Baht 147.58 million for accrued dividend receivable from an associated company. As of June 30, 2000
this dividend had been paid.
8. Loans and Advances to Subsidiary, Associated and Related Companies
Consist of:
Accounts Receivable Due for Payment 642,407 611,527 474,580,834.57 472,417,779.88
Aging of Accounts Receivable:-
Less than 3 months 24,376 59,083 1,135,910.02 132,605,412.13
Over 3 months but not over 6 months 3,741 2,411 - -
Over 6 months but not over 12 months 4,913 332 - 14,427,862.79
Over 12 months 260,366 270,104 229,974,808.38 239,005,186.42
Total 935,803 943,457 705,691,552.97 858,456,241.22
Notes Receivable - 147,577 - 147,577,300.00
Total 935,803 1,091,034 705,691,552.97 1,006,033,541.22
Less Allowance for Doubtful Accounts (259,968) (269,050) (225,400,450.92) (235,054,240.88)
Net 675,835 821,984 480,291,102.05 770,979,300.34
Allowance for doubtful accounts for the year - 143,269 - 117,527,120.43
Loans to Subsidiary Companies-Promissory Notes - - 1,887,945,122.00 1,179,321,533.37
Loans to Associated Companies-Subordinated Loans - 617,238 - 617,237,500.00
Loans to Associated and Related
Companies-Promissory Notes - 10,077 - 3,000,000.00
Advances to Subsidiary Companies - - 71,403,332.85 15,948,049.22
Advances to Associated and Related Companies 69,565 10,394 63,100,393.08 5,546,920.82
Total 69,565 637,709 2,022,448,847.93 1,821,054,003.41
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
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The financial statements of the parent company only
As of June 30, 2000 and 1999, loans to subsidiary and associated companies in the form of promissory notes in foreign currency
consisted of the amount of USD 40.58 million and AUD 3.67 million for 2000 and the amount of USD 25.29 million and AUD 3.67
million for 1999. These foreign currency loans had an interest rate of 9.03% - 12.10% and 8.06% - 10.75% per annum respectively.
As of June 30, 1999 loans to associated companies were subordinated loans for two associated companies with interest rates
of 15.00% per annum, the terms of repayment of the principal and interest are as follows:
For the principal amount of Baht 489.30 million, the associated companies will make repayment after having agreed on
the amount of the liquidated damages to the Electricity Generating Authority of Thailand (EGAT) and also on the new
commercial operation date (to start providing electricity power) without any cost overrun.
For the principal amount of Baht 127.94 million, the associated companies will repay the principal together with interest
once the loan amount has no further obligations under the existing loan agreement of associated companies.
As of June 30, 2000, the company had fully received repayment of these loans.
9. Other Current Assets
Consist of:
Advances to Employees 14,117 35,707 8,058,125.08 33,488,083.49
Accrued Interest Receivable
from Subsidiary Companies - 160 118,353,938.31 160,387,191.50
Accrued Interest receivable from
Associated, Related and Other Companies 24,020 178,023 18,835,066.24 158,872,930.20
Account Receivable-Other - 14,014 18,000,456.27 41,111,003.30
Account Receivable-Revenue Department 2,002 11,989 1,016,137.30 7,529,981.82
Other 218,194 127,513 51,058,871.34 20,718,013.45
Total 258,333 367,406 215,322,594.54 422,107,203.76
10. Loans to Other Company
As of June 30, 2000 and 1999, this loan to other company was in the form of a subordinated loan amounting to USD 19.95
million under the obligation of the Shareholders Support Agreement. The borrower has partly used this loan facility to the amount of Baht
561.51 million (USD 14.96 million) and Baht 428.65 million (USD 11.40 million) respectively. The interest of this loan is MLR+0.50%
per annum and payable annually with the principal repayable after payment of interest. However, the borrower must follow the conditions
under the borrower’s Master Loan Agreement before any payment of the interest and principal can be made or alternatively this loan
may be converted into capital of the borrower.
As of June 30, 2000, the company has converted accrued interest of associated company amounting to Baht 40.28 million to
the principal with the interest rate MLR+0.50% per annum.
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
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2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
For the year ended on June 30, 2000, the company has increased the portion of investment in Chiang Muan Mining Co., Ltd.
from 25% to 70.16% (holding via Ban-Sa Mining Co., Ltd. a subsidiary). This resulted in a change in the number of companies used
for consolidated financial statements preparation and therefore adjustment to the previous year’s financial statements had to be made
retroactively. In order to show the effect of this change in conformity with generally accepted accounting principles.
11. Investments in Subsidiary and Associated Companies
Banpu Minerals Co., Ltd. - - 39,994,000.00 39,994,000.00
Banpu Terminal Co., Ltd. - - 179,999,300.00 179,999,300.00
Mineral Resources Development Co., Ltd. - - 299,999,400.00 299,999,400.00
Banpu International Limited - - 249,999,985.00 249,999,985.00
Silamani Corp., Ltd. - - 236,500,000.00 236,500,000.00
Promsin Co., Ltd. - - 580,515,641.00 580,515,641.00
Edifice Engineering Co., Ltd. - - 4,010,000.00 4,010,000.00
Universal Exploration Co., Ltd. - - 508,931,068.80 502,931,068.80
Banpu Power Limited - - 64,999,930.00 999,930.00
Overseas Development Corp., Ltd. - - 7,649,300.00 7,649,300.00
Banpu Australia Pty., Ltd. - - 396,351,599.92 396,351,599.92
Banpu Singapore Pte., Ltd. - - 26,895,000.00 26,895,000.00
Yen Bai Banpu Calcium Carbonate Co., Ltd. - - 73,946,314.32 73,946,314.32
PT. Jorong Barutama Greston - - 65,716,975.38 65,716,975.38
Chiang Muan Mining Co., Ltd. - - 25,000,000.00 25,000,000.00
The Cogeneration Public Co., Ltd. 3,879,458 2,829,608 3,879,458,023.04 2,829,608,378.32
Amata Power (Bien Hoa) Ltd. 58,606 - - -
Tri Energy Co., Ltd. 37,538 9,694 - -
BLCP Power Limited 108,872 108,872 - -
Plus (Less) Participating Profit (Loss) from Investments
in Subsidiary and Associated Companies 361,255 671,034 (451,988,623.50) 364,061,499.45
Net 4,445,729 3,619,208 6,187,977,913.96 5,884,178,392.19
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2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
As of June 30, 2000 and 1999, the financial statements of 6 and 5 subsidiary companies respectively, which were accounted by
using the equity method, had not yet been audited and reviewed by their respective auditors since these subsidiary companies were
established overseas.
As of June 30, 2000 and 1999, the financial statements of 2 and 1 associated company respectively, which were accounted by
using the equity method, had not yet been audited and reviewed by its auditor.
As of June 30, 2000 and 1999, the financial statements of 1 and 3 associated companies respectively, which were accounted by
using the equity method, had been audited and reviewed by their respective auditors who gave unqualified reports on August 10, 2000
and August 18, 1999 respectively.
12. Other Investments-Net
Consist of:
Investments in Other Companies:
Securities for Sale-Investments in Marketable
Securities 122,390 133,488 85,636,500.00 44,846,256.16
Securities for General Purpose-Investments in
Non-Marketable Securities 302,591 434,355 107,012,020.00 120,269,639.54
Investments in Other Companies-Net 424,981 567,843 192,648,520.00 165,115,904.70
Long-Term Investments - 6,999 - -
Bank Deposit used as a Guarantee to the
Forestry Department 1,334 1,282 - -
Bank Deposit used as Collateral 781,399 680,634 - -
Total 1,207,714 1,256,758 192,648,520.00 165,115,904.70
As of June 30, 2000 and 1999, in the consolidated financial statements, a subsidiary company had a secured bank deposit in
a foreign bank for each year of USD 20.00 million and USD 18.51 million with an interest rate of 6.5344 and 5.0334% per annum
respectively. The whole amount was used as a collateral security by the associated companies for Equity Bridge Loans.
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13. Property, Plant and Equipment-Net
Consist of:
The Consolidated Financial Statements
( U n i t : ’ 0 0 0 B a h t )
Land Land Building Machinery Furniture Tools Vehicles Assets Total
Improve- Improve- and Under
ment ment Fixtures Construc-
tion
Cost:
As of June 30, 1999 141,172 132,195 676,443 5,138,515 195,438 114,415 67,193 144,209 6,609,580
Purchase/Transfer in 7,570 6,278 17,237 197,659 9,000 9,568 25,467 60,595 333,374
Sale/Transfer out - - (24,194) (76,885) (5,444) (2,542) (14,984) (38,707) (162,756)
As of June 30, 2000 148,742 138,473 669,486 5,259,289 198,994 121,441 77,676 166,097 6,780,198
Accumulatd Depreciation:
As of June 30, 1999 - (24,348) (149,840) (2,920,195) (131,099) (78,631) (40,805) - (3,344,918)
Sale - 329 1,974 115,253 3,398 1,742 10,910 - 133,606
Depreciation for the year - (10,049) (40,029) (752,752) (22,208) (11,605) (9,534) - (846,177)
As of June 30, 2000 - (34,068) (187,895) (3,557,694) (149,909) (88,494) (39,429) - (4,057,489)
Allowance for Loss from Impairment:
As of June 30, 1999 - - - - - - - - -
Loss from impainment - - - (10,732) - - - - (10,732)
As of June 30, 2000 - - - (10,732) - - - - (10,732)
Net Book Value:
As of June 30, 1999 141,172 107,847 526,603 2,218,320 64,339 35,784 26,388 144,209 3,264,662
As of June 30, 2000 148,742 104,405 481,591 1,690,863 49,085 32,947 38,247 166,097 2,711,977
Depreciation in the Income
Statements for the Year Ending
June 30, 1999 738,668
June 30, 2000 846,177
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Cost:
As of June 30, 1999 104,575,563.47 57,420,942.43 281,733,987.65 4,780,533,327.50 148,464,863.07 80,825,038.31 52,393,276.45 56,079,894.41 5,562,026,893.29
Purchase/Transfer in - 5,782,930.00 1,314,183.45 175,524,620.13 4,845,046.92 2,848,958.94 21,771,747.74 17,595,550.49 229,683,037.67
Sale/Transfer out - - (515,421.00) (39,746,785.04) (3,008,252.58) (140,394.00) (14,666,532.74) (15,714,411.80) (73,791,797.16)
As of June 30, 2000 104,575,563.47 63,203,872.43 282,532,750.10 4,916,311,162.59 150,301,657.41 83,533,603.25 59,498,491.45 57,961,033.10 5,717,918,133.80
Accumulatd Depreciation:
As of June 30, 1999 - (16,372,334.00) (109,699,506.23) (2,718,953,326.51) (96,601,271.18) (58,014,439.80) (31,699,651.49) - (3,031,340,529.21)
Sale - - 515,421.00 37,737,829.09 1,058,767.10 161,654.00 10,213,072.92 - 49,686,744.11
Depreciation for the nine month - (5,207,752.00) (17,375,638.19) (712,811,753.00) (17,038,177.66) (9,835,239.00) (7,234,053.52) - (769,502,613.37)
As of June 30, 2000 - (21,580,086.00) (126,559,723.42) (3,394,027,250.42) (112,580,681.74) (67,688,024.80) (28,720,632.09) - (3,751,156,398.47)
Allowance for Loss from Impairment:
As of June 30, 1999 - - - - - - - - -
Loss from impainment - - - (10,731,846.13) - - - - (10,731,846.13)
As of June 30, 2000 - - - (10,731,846.13) - - - - (10,731,846.13)
Net Book Value:
As of June 30, 1999 104,575,563.47 41,048,608.43 172,034,481.42 2,061,580,000.99 51,863,591.89 22,810,598.51 20,693,624.96 56,079,894.41 2,530,686,364.08
As of June 30, 2000 104,575,563.47 41,623,786.43 155,973,026.68 1,511,552,066.04 37,720,975.67 15,845,578.45 30,777,859.36 57,961,033.10 1,956,029,889.20
Depreciation in the Income Statements for the Year Ending
As of June 30, 1999 674,156,168.80
Af of June 30, 2000 769,502,613.37
The Parent Company Only
Land Land Building Machinery Furniture Tools Vehicles Assets Total
Improve- Improve- and Under
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2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
In the consolidated financial statements as of June 30, 2000 and 1999, fixed assets totaling Baht 314.05 million of a subsidiary
company was fixed assets for Laem Chabang Port Project. Once this project is completed under the contract, all immovable property and
infrastructure ownership will revert to the Port Authority of Thailand.
As of June 30, 2000 and 1999, in the financial statements of the parent company only, the parent company pledged almost all
fixed assets used for operation under contract with the Electricity Generating Authority of Thailand as collateral against credit facilities
agreement in the form of revolving loan and guarantee facilities. The parent company had drawn on these loans as said in Note 17.
14. Other Assets-Net
Consist of:
Deferred Charges:
Mineral Research & Exploration Expenses 398,862 239,835 108,616,836.95 108,616,836.95
Land Surface Removal 3,095,358 2,619,638 2,297,510,917.37 1,977,337,892.15
Land Rights and Other 177,010 239,287 77,513,933.34 77,513,933.34
Mine Development Expenses 77,881 91,760 77,881,128.74 77,881,128.74
Underwriting Fee for Issuing Debentures-Deferred 87,740 169,229 87,740,298.81 169,229,177.14
Stamp Duty 13,027 13,027 11,528,971.00 11,528,971.00
Total 3,849,878 3,372,776 2,660,792,086.21 2,422,107,939.32
Less Accumulated Amortization (2,607,953) (2,284,089) (1,795,505,226.45) (1,561,262,479.07)
Deferred Expenses-Net 1,241,925 1,088,687 865,286,859.76 860,845,460.25
Prior Year’s Corporate Income Tax-Net 43,954 33,869 39,960,630.11 30,451,350.04
Building Rent 34,794 47,864 25,604,938.63 34,641,975.79
Investment in Land 724,357 781,804 - -
Advance for Land Deposit 238,761 260,000 238,760,846.25 260,000,000.00
Other 196,593 109,485 11,292,797.60 11,094,245.54
Total 2,480,384 2,321,709 1,180,906,072.35 1,197,033,031.62
As of June 30, 2000 and 1999, advance for land deposit was an advance to a director for the acquisition of land for the company.
As of June 30, 2000 the whole amount of investment in land of the Universal Exploration Co., Ltd. and Promsin Co., Ltd. was
the cost of land inclusive of other expenses which were paid to acquire such land. Both subsidiary companies had had the land value
appraised by using the appraisal price of the Land Department, which appraised the land value at Baht 13.72 million and 42.51 million
below cost respectively.
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The financial statements of the parent company only
As of June 30, 2000 and 1999, the whole amount of foreign currency loans from banks was in the form of promissory notes of
USD 14.50 million and USD 25.50 million respectively which were obtained from local and foreign commercial banks at the interest rate
of 3.6% - 8.955% and 6.85% - 7.8749% per annum respectively.
As of June 30, 1999, the amounts of due from counter-signed bank, due to counter - signed bank and deferred premium on risk
management were derived from execution of forward contracts for the amount of USD 28.0 million in order to hedge currency risk.
The amount of premium on risk management of Baht 16.88 million was written off by Baht 13.77 million.
Some bank overdrafts and loans from commercial banks to the parent company were supported by cross - guarantees between
the company and its subsidiaries.
15. Bank Overdrafts and Loans from Banks/Trust Receipts/Accrued Interest Payable
Consist of:
Bank Overdrafts and Loans from Banks:
Bank Overdrafts 32,363 121,985 29,602,975.52 20,726,051.75
Local Currency Loans from Banks 270,061 238,000 270,000,000.00 238,000,000.00
Foreign Currency Loans from Banks 569,713 - 569,500,550.00 -
Foreign Currency Loans from Banks under Foreign
Currency Forward Contract - 943,523 - 943,522,950.00
Plus (Less) Due to Counter-signed Bank - 959,835 - 959,834,600.00
Due from Counter-signed Bank - (943,523) - (943,522,950.00)
Deferred Premium on Risk Management - (2,897) - (2,896,517.83)
Total Bank Overdrafts and Loans from Banks 872,137 1,316,923 869,103,525.52 1,215,664,133.92
Trust Receipts Payable:
Trust Receipts Payable 76,346 128,652 - 111,593,870.97
Trust Receipts Payable under Foreign
Currency Forward Contract - 37,001 - 37,000,900.00
Plus (Less) Due to Counter-signed Bank - 36,620 - 36,620,000.00
Due from Counter-signed Bank - (37,001) - (37,000,900.00)
Deferred Premium on Risk Management - (74) - (74,245.71)
Total Trust Receipts Payable 76,346 165,198 - 148,139,625.26
Accrued Interest Payable:
Accrued Interest Payable 72,130 28,632 145,248,737.00 81,869,454.13
Accrued Interest Payable under Foreign
Currency Forward Contract - 55,501 - 55,501,350.00
Plus (Less) Due to Counter-signed Bank - 56,350 - 56,350,000.00
Due from Counter-signed Bank - (55,501) - (55,501,350.00)
Deferred Premium on Risk Management - (136) - (136,148.94)
Total Accrued Interest Payable 72,130 84,846 145,248,737.00 138,083,305.19
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
For the Year ended on June 30,
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16. Advances and Loans from Subsidiary and Associated Companies
Consist of:
Loans from Subsidiary Companies-Promissory Notes - - 708,574,951.24 775,022,965.00
Loans from Associated Companies-Promissory Notes 75,070 81,070 - -
Advances from Subsidiary Companies - - 2,363,771.25 856,068.43
Advances from Associated Companies - - - -
Total 75,070 81,070 710,938,722.49 775,879,033.43
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
As of June 30, 2000, in the financial statements of the parent company only, loans from subsidiary companies were obtained in foreign
currency for the amount of USD 0.48 million and AUD 24.64 million at the interest rate of 5.91% - 8.17% per annum, and as of June 30,
1999, loans from subsidiary companies were obtained in foreign currency for the amount of USD 3.49 million and AUD 24.64 million at the
interest rate of 5.00% - 9.15% per annum.
In the consolidated financial statements as of June 30, 2000 and 1999, loans from associated companies for the amount of
Baht 75.07 million and Baht 68.57 million respectively incurred no interest charges.
17. Long-Term Loans
Consist of:
Local Currency Loans 579,250 918,999 411,250,000.00 710,000,000.00
Foreign Currency Loans 105,614 107,894 105,613,750.00 107,894,050.00
Total 684,864 1,026,893 516,863,750.00 817,894,050.00
Less Current Portion of Long-Term Loans (437,246) (339,749) (397,245,500.00) (298,750,000.00)
Net 247,618 687,144 119,618,250.00 519,144,050.00
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
17.1 Long-term loans of the parent company had the following conditions:
As of June 30, 2000 and 1999, a foreign currency loan was obtained from a foreign commercial bank for the
principal of DM 5.5 million. The principal will be repaid by installments of DM 1.1 million every six months commencing
from December 22, 2000 to December 23, 2002 at an interest rate of LIBOR + 2.0% per annum payable with semi-
annual payment.
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Local currency loans consist of two credit facilities as follows:
As of June 30, 2000 and 1999, the amount of Baht 700.0 million was obtained from 2 commercial banks and
another financial institution. The principal will be repaid by installments of Baht 70.0 million every three months commencing
from February 26, 1999 to May 31, 2001 at an interest rate of MOR+0.5% per annum payable each month. These loans
were collateralised by almost all fixed assets used for operation under work contract with the Electricity Generating
Authority of Thailand as said in Note 13. As of June 30, 2000 and 1999, the remainder outstanding was Baht 280 million
and Baht 560 million respectively.
As of June 30, 2000 and 1999, the amount of Baht 150.0 million was obtained from a commercial bank. The
principal will be repaid by installments of not less than of Baht 18.75 million every three months commencing from May,
2000 to May, 2002 at interest of MLR+0.25% per annum payable at the end of each month.
17.2 Long-term loans of two subsidiary companies had the following conditions:
17.2.1 The first subsidiary company had the following conditions.
As of June 30, 2000 and 1999, the whole amount was a loan from a financial institution at an interest rate
of MLR-1% per annum. The principal will be repaid by 20 installments every three months, ending on April 30,
2004. The loan was collateralised by agreement to transfer the right under investment contract to build, manage
and operate a sea port. As of June 30, 2000 and 1999, the remainder outstanding was Baht 152.00 million and
Baht 180.00 million respectively.
17.2.2 The second subsidiary company had the following conditions:
As of June 30, 2000 and 1999, the whole amount was a long-term loan in the form of promissory notes from
a financial institution. The principal of Baht 40 million will be repaid annually at the beginning of each year commencing
from May 29, 1998 to May 29, 2002 at an estimated interest rate of 7.25% and 10.00% - 10.25% per annum
respectively, payable every month. As of June 30, 2000 and 1999, the remainder outstanding was Baht 24.00 million.
18. Debentures
Consist of:
Debentures sold locally 2,600,000 600,000 2,600,000,000.00 600,000,000.00
Convertible Debentures sold Overseas 1,218,967 4,059,406 1,218,966,832.40 4,059,405,739.90
Total 3,818,967 4,659,406 3,818,966,832.40 4,659,405,739.90
Foreign Currency Loan from Bank under
Foreign Currency forward Contract 1,021,173 - 1,021,173,400.00 -
Plus (Less) Due to Counter-signed Bank 986,280 - 986,280,000.00 -
Due from Counter-signed Bank (1,021,173) - (1,021,173,400.00) -
Deferred Discount on Risk Management 24,856 - 24,856,448.36 -
Total 4,830,103 4,659,406 4,830,103,280.76 4,659,405,739.90
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
As of June 30, 2000, the amounts of due from counter-signed bank, due to counter-signed bank and deferred discount on risk
management were derived from execution of forward contracts for the amount of USD 26.0 million in order to hedge currency risk.
The amount of discount on risk management of Baht 27.57 million was written off by Baht 2.72 million.
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18.1 Local debentures have the following conditions:
Second Tranche of Banpu Bond Third Tranche of Banpu Bond Fourth Tranche of Banpu Bond
Bond Description Issue 2/1999 Issue 3/1999 Issue 4/1999
(Value Baht 600 million) (Value Baht 1,250 million) (Value Baht 750 million)
Type Unsubordinated unsecured Unsubordinated unsecured Unsubordinated unsecured
debentures. No bondholder debentures. Principal to be debentures. Principal to be
representative. repaid in installments. repaid in installments.
Category In holder name In holder name In holder name
Offering Price Baht 1,000 Baht 1,000 Baht 1,000
Issue Amount 600,000 Units 1,250,000 Units 750,000 Units
Par Value Baht 1,000 Baht 1,000 Baht 1,000
Offering Price Per Unit Baht 1,000 Baht 1,000 Baht 1,000
Interest Rate Per Year 11.00% 8.125% Interest rate shall be
MLR rate average from
4 Commercial Banks
-0.25% per annum
Interest Paid Twice a year Twice a year Twice a year
Life 5 years 3 years 5 years
Issue Date 29th January 1999 3rd November 1999 3rd November 1999
Maturity Date of Bond 29th January 2004 3rd November 2002 3rd November 2004
Redemption Right of Once, at the end of the -Nil- -Nil-
Bond Holder Prior to Maturity second year on the
29th January 2001.
Redemption Right of Once, at the end of the -Nil- -Nil-
Bond Issuer Prior to Maturity second year on the
29th January 2001.
Value of Redemption Baht 1,000 -Nil- -Nil-
Prior to Maturity
Principal Repayment -Nil- At the end of the second year, At the end of the fourth year,
Prior to Maturity of principal amount of Baht 250 principal amount of Baht 250
Redemption per Unit per unit may be redeemed. per unit may be redeemed.
The balance shall be payable on The balance shall be payable on
maturity of bond redemption. maturity of bond redemption.
Redemption Price Per Baht 1,000 Baht 750 Baht 750
Unit at Maturity
Secondary Market The Company would arrange to The Company would arrange to The Company would arrange to
apply to change the debentures apply to change the debentures apply to change the debentures
into registered debt instruments into registered debt instruments into registered debt instruments
on the Thai debt market. on the Thai debt market. on the Thai debt market.
18.2 Overseas debentures separated into two tranches have the following conditions:
18.2.1 The Company issued USD 80 million convertible debentures or equivalent to Baht 2,001.28 million. The debentures
had a 10-year maturity period from November 25, 1994 up to July 25, 2004 and beared 3.5% per annum interest
rate. The Company had reserved 6.0 million ordinary shares at convertible price of Baht 262.0 per share. The
debentures carried a put option of 128.458% of the par value, which could be exercised on August 25, 1999 and
the company had fully redeemed the convertible debentures on this date.
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18.2.2 The Company issued USD 100 million convertible debentures in the overseas market or equivalent to Baht
2,528.06 million, which have a 7-year maturity period. The debentures bear 2.75% per annum interest rate.
The Company had reserved 3.507 million ordinary shares at convertible price of Baht 258 per share exercisable
from July 1, 1996 to June 30, 2003. The Company may exercise “call option” or “early redemption” on all or
some of the debentures at the following redemption prices :-
Redemption price (%) During the period between
115.37 April 10, 1999 and April 9, 2000
121.27 April 10, 2000 and April 9, 2001
127.63 April 10, 2001 and April 9, 2002
134.46 April 10, 2002 and April 9, 2003
The Company has repurchased part of the convertible debentures for the amount USD 42.96 million. As of June 30, 2000,
the remaining balance after the repurchase amounted to USD 57.04 million.
18.3 As of June 30, 2000, the amounts of due from counter-signed bank, due to counter-signed bank and deferred discount on
risk management were derived from execution of forward contracts for the amount of USD 26.00 million in order to hedge
currency risk. The amount of discount on risk management of Baht 27.57 million was written off by Baht 2.72 million.
19. Shareholders’ Equity
The parent company’s general meeting of shareholders for 1999 held on October 26, 1999 passed the following resolutions:
Declared a dividend payment of 2 Baht per share from retained earnings and business operations arising from activities
which had been granted promotional privilege for the fiscal year ended on June 30, 1999 in respect of 104,784,502
shares, totalling Baht 209.57 million, to be paid on November 24, 1999.
To appropriate Baht 21.88 million from net profit arising out of activities which had not been granted promotional
privilege, as a legal reserve as provided by the regulations.
Authorized the payment of directors’ emoluments of Baht 3.99 million for 1998/1999.
Approved the allocation of warrants to directors and employees and extended the scope of allocating the warrants to
employees of subsidiary companies. The initial allocation of warrants started on November 30, 1999 and was completed
on February 24, 2000.
Approved the issue and limited offer of new ordinary shares with warrants to existing shareholders and to specific investors
by way of private placement as follows:
1) Ordinary Shares (Rights)
Category : Ordinary shares in specified name of shareholders on behalf of
Banpu Public Company Limited.
Issue Amount : 104,784,502 shares.
Ratio to Subscription : 1 existing share to 1 new ordinary share with 1 unit of warrant.
Par Value : Baht 10
Offer Price Per Share : Baht 10
Secondary Market : The Company would arrange to apply for the new shares to be listed on
the Stock Exchange of Thailand.
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2) Warrants
Category : Warrants of Banpu Public Company Limited
Amount : 104,784,502 Units.
Ratio of Subscription : a shareholder who subscribes for one new ordinary share will be entitled
to receive 1 unit of warrant.
Par Value : Baht 0
Offer Price Per Unit : Baht 0
Life : Not exceeding 3 years
Exercise Price : The average closing price plus 20% of shares traded on the SET for a period of
15 business days commencing from the book closure date of the share registration
in determining the right of shareholders to subscribe for new shares with warrants.
Secondary Market : The Company would arrange to apply for warrants to be listed on the Stock
Exchange of Thailand.
3) Ordinary Shares (Private Placement)
To allocate 21,000,000 new ordinary shares with par value of Baht 10 per share to specific investors by way
of private placement pursuant to the Notification of the Securities and Exchange Commission.
The directors of the Company would be empowered to consider and determine specific details in relation to the
offering of ordinary shares and warrants with the view to generating the highest benefits to all the shareholders of the Company.
To approve the increase of registered capital by Baht 2,321,690,040 by issuing 232,169,004 ordinary
shares with the par value of Baht 10 per share. The total registered capital will be Baht 3,540,504,790.
The company has already registered such increase of capital with the Ministry of Commerce on November 1, 1999
and has called for payment on the 104,784,502 shares with par value of Baht 10 per share for a total paid up capital of Baht
2,095,690,040 and the company has already registered this with the Ministry of Commerce on January 28, 2000.
The new ordinary shares would be allocated, offered and/or reserved for the following purposes:
1) to allocate and offer ordinary shares to existing shareholders for an aggregate of 104,784,502 shares; and
2) to allocate and reserve new ordinary shares for the exercise of warrants issued to purchase new ordinary shares
(issued and offered to existing shareholders as referred to above), and for the exercise of warrants to be allotted to
directors and employees of the Company and its subsidiaries (ESOP) and for conversion by the holders of convertible
bonds, issued and offered abroad in their entirety for an aggregate of 106,384,502 shares; and
3) to allocate and offer ordinary shares to specific investors by way of private placement pursuant to the Notification
of the Securities and Exchange Commission in an aggregate of 21,000,000 shares.
Approved the allocation of unissued ordinary shares as follows:
1) to allocate and offer new ordinary shares with warrants to existing shareholders, with the following details:
Number of shares : 104,784,502 shares.
Ratio : 1 existing share to 1 new ordinary share; the subscribers of 1 new ordinary
share will be entitled to receive 1 new warrant free of charge.
2) to allocate and reserve new ordinary shares for the exercise of the warrants and for the conversion of the convertible
debentures as follows:
an aggregate number of 104,784,502 ordinary shares, for the exercise of the warrants, issued and offered to existing
shareholders together with new ordinary shares free of charge.
an aggregate number of 8,767,973 shares for the exercise of the warrants to be allotted to directors and employees
according to the resolutions of the Annual General Meeting of 1998 held on October 29, 1998, as follows:
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(i) an aggregate number of 5,239,224 shares reserved for the above purpose according to the resolutions of the
Annual General Meeting of 1998 held on October 29, 1998;
(ii) an aggregate number of 2,028,749 shares, remaining from the shares reserved for conversion by the convertible bond
holders (ECD-1) since the entire amount of the bonds were converted and/or redeemed as of August 25, 1999; and
(iii) an aggregate number of 1,500,000 shares additionally allocated due to an adjustment of exercise price according
to the resolutions of Annual General Meeting of 1999 held on October 26, 1999;
an aggregate number of 9,929,000 shares reserved for conversion by the convertible bondholders (ECD-2) issued and
offered abroad in their entirety according to the resolutions of Extraordinary General Meeting of the Shareholders
No. 1/1996 held on March 6, 1996 as follows:
(i) an aggregate number of 5,000,000 shares reserved for the above purpose according to the resolutions of
Extraordinary General Meeting of the Shareholders No. 1/1996 held on March 6, 1996;
(ii) an aggregate number of 4,829,000 shares reserved for the above purpose according to the resolutions of the
Annual General Meeting of 1998 held on October 29, 1998; and
(iii) an aggregate number of 100,000 shares, additionally allocated due to an adjustment of conversion price according
to the resolutions of Annual General Meeting of 1999 held on October 26, 1999;
3) To allocate 21,000,000 new ordinary shares, with par value of Baht 10 per share, for issue and offer to specific investors
by way of private placement according to the Notification of the Securities and Exchange Commission.
Concerning the new share offering, the directors of the Company are empowered to set the guidelines, conditions,
number of shares and price and period of payment and any other relevant details relating to the allocation, reservation,
and offering of new ordinary shares.
The parent company’s general meeting of shareholders for 1998 held on October 29, 1998 passed the following resolutions:
The suspension of the annual dividend payment for the 12 month period from July 1, 1997 to June 30, 1998 due to single
realization of foreign exchange loss of the Company.
To reduce the company’s approved registered capital from Baht 1,000 million to Baht 642.5 million by cancelling an
aggregate number of 35.75 million unissued and unallocated ordinary shares. The Company has already registered this
matter with Ministry of Commerce on November 12, 1998.
To increase the registered capital by Baht 576,314,750 by issuing 57,631,475 ordinary shares with the par value of Baht
10 per share to make the total registered capital of Baht 1,218,814,750. The Company has already registered this matter
with Ministry of Commerce on December 22, 1998 and the new shares were allocated in accordance to the shareholders’
meeting resolution as follows:
To allocate to existing shareholders in the ratio of 1 existing share to 1 new share.
To allocate and reserve an aggregate number of 5,239,224 shares for the exercise of warrants offered to directors
and employees.
To change the aggregate number of 6 million shares initially reserved for the exercise of warrants issued in conjunction
with bonds following the resolution of the shareholders’ extraordinary meeting No. 1/1993 held on September 3, 1993.
As of the date of this meeting the company issued 1,171,000 shares and the remainder outstanding was 4,829,000
shares. As the ex-right date (November 16, 1998) is scheduled after the last day on which the warrantholders may
exercise their right to purchase shares (November 15, 1998), the Company should not be required to adjust the exercise
price of the warrants and make an additional reserve of shares. However, if on the last exercise date of the warrants
(November 15, 1998), not all of the warrantholders exercise the right and there remains a certain number of unissued
shares reserved for such warrants, then such unissued shares will be changed to be reserved for conversion by the
convertible bondholders, (ECD-2) issued and offered in their entirety abroad according to the resolution of the
shareholders’ extraordinary meeting No. 1/1996 held on March 6, 1996.
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20. Gain (Loss) from Exchange Rate
Consist of:
Gain (Loss) from Exchange Rate:-
Unrealized (28,814) 128,092 (7,458,857.16) 63,197,021.59
Realized 23,402 2,345 (37,273,591.43) 1,920,925.90
Total (5,412) 130,437 (44,732,448.59) 65,117,947.49
Gain (Loss) from Exchange Rate:-
Unrealized (85,189) 686,137 (48,175,549.01) 722,902,435.77
Realized (54,689) 124,192 (100,121,046.57) (15,259,115.14)
Total (139,878) 810,329 (148,596,595.58) 707,643,320.63
21. Other Income
Consist of:
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
For the Quarter ended on June 30,
Interest Received 29,320 48,243 71,172,435.31 66,070,191.96
Gain on Investment Sold 331,685 244,480 331,685,196.01 246,064,540.91
Service Income 61 - 664,033.98 -
Other 21,554 35,354 28,669,676.28 15,263,978.07
Total 382,620 328,077 432,191,341.58 327,398,710.94
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
For the Quarter ended on June 30,
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
For the Year ended on June 30,
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22. Corporate Income Tax
Corporate income tax was calculated at 30% of net profit arising from activities not granted promotional privileges.
23. Earnings (Loss) per Share
The basic earnings (loss) per share and the diluted earnings (loss) per share for the year ended on June 30, 2000 and 1999
were calculated as follows:
Interest Received 167,486 166,544 279,821,197.78 241,625,925.97
Gain on Investment Sold 333,399 274,602 331,687,196.01 246,649,173.49
Service Income 2,834 16,707 3,840,653.87 83,598,701.76
Other 58,950 125,689 60,455,964.58 42,129,114.97
Total 562,669 583,542 675,805,012.24 614,002,916.19
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht Baht Baht
For the Year ended on June 30,
For the Quarter For the Year
2000 1999 2000 1999
Revised) (Revised)
The diluted loss per share for the quarter and for the year ended on June 30, 2000 were not presented as to the conversion of
bonds and the allocation of warrants resulting the reduction of loss per share.
The calculation of basic earnings (loss) per share:
Net profit (loss) (Thousand Baht) = (355,234) 473,691 (814,063) 1,807,271
Weighted average number of shares
(Thousand Shares) end of period:
Issued period Jul. 1, 1999 - Jan. 28, 2000
equivalent number of shares = - - 61,125 -
Issued period Jan. 29, 2000 - Jun. 30, 2000
equivalent number of shares = 209,570 - 87,321 -
Issued period Jul. 1, 1998 - Dec. 21, 1998
equivalent number of shares = - - - 24,013
Issued period Dec. 22, 1998 - Jun. 30 1999
equivalent number of shares = - 104,785 - 56,759
Total 209,570 104,785 148,446 80,772
Basic earnings (loss) per share (Baht) = (1.70) 4.52 (5.48) 22.37
The calculation of fully-diluted earnings (loss) per share:
Net profit (loss) after adjustment (Thousand Baht) = - 431,210 - 1,344,752
Number of shares used for calculating the diluted
earnings (loss) per share (Thousand Shares) = - 111,233 - 87,221
Diluted earnings (loss) per share (Baht) = (1.70) 3.88 (5.48) 15.42
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REVENUES
Sales 1,626,868,587.06 1,378,840,056.12 3,005,708,643.18
Other Income 3,485,591.19 672,319,421.05 675,805,012.24
TOTAL REVENUES 1,630,354,178.25 2,051,159,477.17 3,681,513,655.42
EXPENSES
Cost of Sales 1,065,332,441.43 1,440,775,721.74 2,506,108,163.17
Selling and Administrative Expenses 153,127,907.74 420,699,637.60 573,827,545.34
Interest Expenses 256,440,629.82 453,177,306.84 709,617,936.66
TOTAL EXPENSES 1,474,900,978.99 2,314,652,666.18 3,789,553,645.17
NET PROFIT (LOSS) FROM OPERATION 155,453,199.26 (263,493,189.01) (108,039,989.75)
PLUS PARTICIPATING PROFIT (LOSS) FROM OPERATION
OF SUBSIDIARY COMPANIES (427,287,741.07)
PARTICIPATING PROFIT (LOSS) FROM OPERATION
OF ASSOCIATED COMPANIES (278,735,526.03)
NET PROFIT (LOSS) (814,063,256.85)
( U n i t : B a h t )
Activities granted Activities not granted Total
promotion privileges promotion privileges
For the Year ended on June 30, 2000
2000 1999
Baht Baht
Correction of Previous Year’s Error - 20,012,798.65
Correction of an Error in the Financial Statements of Overseas Subsidiary Company 58,170,000.00 (169,940,000.00)
Correction of an Error in the Financial Statement of Local Subsidiary Company 629,843.02 -
Total 58,799,843.02 (149,927,201.35)
24. Adjustment Due to Change to Accounting Policy
In 2000 the company changed accounting policy for deferred expenses to become expenses in order to comply with accounting
standard No. 4 concerning “Impairment of assets which developing and developed firms have recorded as assets” of The Institute of
Certified Accountants and Auditors of Thailand. The comparative financial statements of the previous period have been retroactively
adjusted as if the deferred expense had always been recorded in accordance with this new policy. Therefore the comparative information
for 1999 has been prepared in accordance with this new policy. The accumulated effect of this change from the beginning to the start
to the present year has been an amendment to retained earnings at the beginning of the accounting period amounting to Baht 113.86
million and the accumulated effect from the beginning until the start of 1999 which had to be adjusted in the beginning retained earnings
of 1999 totalled Baht 129.93 million.
25. Adjustment to the Previous Year’s Retained Earnings
Consist of:-
26. Details of Income Statements segregated between activities granted promotion privileges and those which were not
The financial statements of the parent company only
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Sales - Locally 2,220,978,152.73 474,700,967.85 2,695,679,120.58
Sales - Overseas - 13,355,176.63 13,355,176.63
Other Income 964,387.23 1,320,681,849.59 1,321,646,236.82
TOTAL REVENUES 2,221,942,539.96 1,808,737,994.07 4,030,680,534.03
EXPENSES
Cost of Sales 1,568,101,062.40 351,070,020.06 1,919,171,082.46
Selling and Administrative Expenses 256,774,630.12 275,212,135.34 531,986,765.46
Interest Expenses 271,942,543.37 155,433,136.19 427,375,679.56
TOTAL EXPENSES 2,096,818,235.89 781,715,291.59 2,878,533,527.48
NET PROFIT FROM OPERATION 125,124,304.07 1,027,022,702.48 1,152,147,006.55
PLUS PARTICIPATING PROFIT (LOSS) FROM
OPERATION OF SUBSIDIARY COMPANIES 44,911,032.16
PARTICIPATING PROFIT (LOSS) FROM
OPERATION OF ASSOCIATED COMPANIES 610,212,996.86
NET PROFIT (LOSS) 1,807,271,035.57
( U n i t : B a h t )
Activities granted Activities not granted Total
promotion privileges promotion privileges
Revised)
For the Year ended on June 30, 1999
As of June 30, 2000 and 1999, selling and administrative expenses including interest expenses, which could not be directly charged,
were appropriated to each type of activities in proportion to their total revenue except for the dividend income from the subsidiary and
other companies for the amount of Baht 13.73 million and Baht 4.66 million respectively.
Corporate income tax was calculated at 30% of net profit from activities not granted promotion privileges.
27. The Fourth Quarter Performance
The fourth quarter operation result for the year ended on June 30, 2000 was presented in comparison with the same period last
year. The fourth quarter result has been reviewed in accordance with accounting standards set by The Institute of Certified Accountants
and Auditors of Thailand.
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Sales 1,184,073 1,001,802 667,417 776,914
Gain on Exchange Rate (Note 20) - 130,437 - 65,118
Other Income (Note 21) 382,620 328,077 432,191 327,399
Participating Profit (loss) from Operation
of Subsidiary Companies - - (341,494) 50,235
Participating Profit (loss) from Operation
of Associated Companies (127,505) 77,446 (127,505) 77,446
Total Revenue 1,439,188 1,537,762 630,609 1,297,112
EXPENSES FROM OPERATION
Cost of Sales 1,017,239 715,309 590,134 563,921
Selling and Administrative Expenses 162,657 186,210 84,669 115,752
Allowance for Doubtful Account - 34,708 - 29,382
Director’s Remuneration 1,040 450 1,040 450
Loss on Exchange Rate (Note 20) 5,412 - 44,733 -
Loss from Written Off Project 280,879 - 42,260 -
Loss from Impairment 114,667 - 14,402 -
Loss from Write Down of Inventory 24,783 - 24,783 -
Total Expenses 1,606,677 936,677 802,021 709,505
Gain (Loss) from Operation before Interest
Expenses and Corporate Income Tax (167,489) 601,085 (171,412) 587,607
Financial Expenses of Bond Redemption (60,670) - (60,670) -
Interest Expenses (124,415) (110,722) (123,152) (113,916)
Corporate Income Tax (Note 22) 372 (5,166) - -
Net Profit (Loss) before Acquisition of Shares (352,202) 485,197 (355,234) 473,691
Less Loss (Profit) before Acquisition of Shares 240 -
Net Profit (Loss) before Minority
Shareholders’ Interest (351,962) 485,197
Plus (Less) Net Loss (Profit) of Minority
Shareholder’s Interest (3,272) (11,506)
Net Profit (Loss) (355,234) 473,691
Earnings (Loss) per share (Baht) (Note 23) (1.70) 4.52 (1.70) 4.52
Diluted Earnings (Loss) per share (Baht) (Note 23) (1.70) 3.88 (1.70) 3.88
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
2000 1999 2000 1999
’000 Baht ’000 Baht ’000 Baht ’000 Baht
(Revised) (Revised)
For the Quarter ended on June 30,
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28. Sectoral Business Operation
Details of the sectoral business operation for the year ended on June 30, 2000 and 1999 were as follows:-
The Consolidated Financial Statements
Net Sales 3,074 2,435 1,248 1,178 117 49 4,439 3,662
Profit (Loss) from Operation 1,386 1,646 (100) (32) 53 15 1,339 1,629
Common Expenses 1,016 774
(Gain) Loss from Exchange Rate 140 (810)
Interest Expenses and Financial
Expenses of Bond Redemption 696 415
Corporate Income Tax 1 20
Net Profit (Loss) from Operation (513) 1,230
Plus (Less) Loss (Profit) Before
Acquisition of Shares (6) -
Participating Profit (Loss)
from Investment in
Subsidiary and
Associated Companies (279) 610
Net Loss (Profit) of Minority
Shareholders’ Interest (16) (33)
Net Profit (Loss) (814) 1,807
Total Assets by Business Unit
As of June 30, 1,064 1,281 1,344 1,648 304 314 2,712 3,243
Total Shared Assets 11,057 11,323
Total Assets As of June 30, 13,769 14,566
( U n i t : M i l l i o n B a h t )
Coal and Engineering Logistics and Total
Minerals Service Transportation
2000 1999 2000 1999 2000 1999 2000 1999
(Revised)
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Coal and Engineering Total
Minerals Service
2000 1999 2000 1999 2000 1999
(Revised)
C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
Million Baht Million Baht Million Baht Million Baht
The Parent Company Only
Net Sales 1,758 1,531 1,248 1,178 3,006 2,709
Profit (Loss) from Operation 1,275 1,436 (100) (32) 1,175 1,404
Common Expenses 425 532
(Gain) Loss from Exchange Rate 149 (707)
Interest Expenses and Financial Expenses
of Bond Redemption 710 427
Net Profit (Loss) from Operation (108) 1,152
Plus (Less) Participating Profit (Loss) from
Investment in Subsidiary and
Associated Companies (706) 655
Net Profit (Loss) (814) 1,807
Total Assets by Business Unit
As of June 30, 612 882 1,344 1,648 1,956 2,530
Total Shared Assets 11,847 12,142
Total Assets As of June 30, 13,803 14,672
29. Contingent Liabilities and Obligations
As of June 30, 2000 and 1999, the Company had contingent liabilities with banks as follows:
Letters of Guarantee 1,365 941 1,254 823
Letters of Credit 220 106 130 106
Guarantee for Subsidiary Companies 1 1 1 1
30. Development Plan for Year 2000
The Company started to assess and solve the problems of the year 2000 since August 19, 1998 as required by the rules of
The Stock Exchange of Thailand and The Securities and Exchange Commission. The Company established work-teams and a committee
to follow-up the result of solving the year 2000 computer problems, for example problems in the computer equipment system, operations
system, accounting system, process system and maintenance system, etc. In the second quarter of 1999, according to Company
management, the problem was completely solved and it was Y2K compliant. The expenditure of solving the year 2000 computer problems
is not of material importance.
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31. Additional Information
The parent company’s general meeting of shareholders for 1998 held on October 29, 1998 passed the following resolutions:
Approval of an issue and offering of bonds under the following terms:
Category : Bonds (“Bonds”)
Issue Amount : Not exceeding Baht 3,000 million or an equivalent amount in any other
currency.
Trustee : There may be a Bondholder Representative
Life : Not exceeding 10 years.
Call Option : The Company may redeem the Bonds prior to their maturity.
Put Option : The Company may give investors a put option, which may be exercised
at the rates and within the time to be further specified by the terms and
conditions of the Bonds.
Offering : The Bonds may be offered in their entirety to investors in foreign markets
and/or to investors in the domestic market by any means, and may be
offered in one or several tranches or issues.
Secondary Market : May be listed on reputable domestic and/or foreign stock exchange.
Offering price, subscription and payment dates, interest rate and payment of interest, offering and redemption date, financial
advisor, and other details concerning the issue and offering of the Bonds, including the application for the issue and offering of the Bonds
from relevant authorities, shall be subject to the discretion of the board of directors, authorized directors and/or the President of the
Company.
Should the Bonds be redeemed (purchased or otherwise deemed to have been redeemed) resulting in the reduction of total
outstanding principal of the Bonds, the Company is authorized to issue new Bonds in conformity with the above conditions and authorized
amount.
For the third quarter of 1998/1999 the Company issued Baht 600.00 million of unsecured debentures and for the second quarter
of 1999/2000 the balance of unsecured debentures to the amount of Baht 1,250.00 million and Baht 750.00 million were issued as said
in Note 18.
32. Reclassification of Accounting Items
Certain accounting items in the financial statements as of June 30, 1999 werereclassified in order to be comparable with the
financial statements as of June 30, 2000.
33. Presentation of Financial Statements
Changes have been made to the comparative financial statements in order to comply with accounting standard No. 41 concerning
interim financial statements.
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35.00%BLCP Power Ltd.
(Baht 400.0 million)Power/Bangkok
37.50%Tri Energy Co., Ltd.(Baht 100.0 million)
Power/Bangkok
30.00%Amata Power (Bien Hoa) Ltd.
(USD 5.5 million)Power/Vietnam
80.00%PT. Nusantara Thai Mining Services
(USD 0.25 million)Mining Related Services/Indonesia
51.00%MRD-ECC Co., Ltd.(Baht 50.0 million)
Ball Clay Production/Bangkok
Banpu Plc.Registered Baht 3,540.50 millionPaid up Baht 2,095.69 million
Energy/Bangkok
99.99%
99.99%
99.99%
99.99%
99.99%
99.99%
99.99%
99.99%
99.98%
99.99%
95.00%
66.66%
51.00%
30.26%
25.00%
13.43%
Banpu Terminal Co., Ltd.(Baht 180.0 million)
Logistics/Bangkok
Banpu Singapore Pte., Ltd.(SGD 2.0 million)
Coal Trading/Singapore
Mineral Resources Development Co., Ltd.(Baht 300.0 million)
Kaolin Production/Bangkok
Silamani Corp., Ltd.(Baht 300.0 million)Coal Trading/Bangkok
Banpu International Ltd.(Baht 250.0 million)
Mining Investment in Indonesia/Bangkok
Promsin Co., Ltd.(Baht 580.0 million)
Property Development/Bangkok
Banpu Power Ltd.(Baht 250.0 million)
Power/Bangkok
Banpu Australia Pty., Ltd.(AUD 20.0 million)
Mining Investment in Australia/New South Wales
Universal Exploration Co., Ltd.(Baht 520.0 million)
Drilling & Exploration/Bangkok
Edifice Engineering Co., Ltd.(Baht 5.0 million)
Coal Ash Management/Bangkok
PT. Jorong Barutama Greston(IDR 4,500 million)
Coal Mining/Indonesia
Yen Bai Banpu Calcium Carbonate Co., Ltd.(USD 3.172 million)
Calcium Carbonate Production/Vietnam
Overseas Development Co., Ltd.(Baht 15.0 million)
Investment in China/Bangkok
The Cogeneration Plc.(Baht 12,845.0 million)
Power & Utilities/Bangkok
Chiang Muan Mining Co., Ltd.(Baht 100.0 million)Coal Mining/Bangkok
Advance Medical Center Co., Ltd.(Baht 230.0 million)
Hospital/Bangkok
99.99%Banpu Minerals Co., Ltd.
(Baht 40.0 million)Coal & Minerals/Prae
88.57%Ban-Sa Mining Co., Ltd.
(Baht 60.0 million)Mining Investment/Chiang Rai
5.00%Royal & Sun Alliance Insurance (Thailand) Ltd.
(Baht 60.0 million)Insurance/Bangkok
5.00%
8.33%
99.99%Silamani Marble Co., Ltd.
(Baht 200.0 million)Coal Trading/Bangkok
15.00%Asian Bleaching Earth Co., Ltd.
(Baht 50.0 million)Clay Bleaching/Samut Sakhon
99.99%Banpu Coal Power Ltd.
(Baht 10.0 million)Power/Bangkok
99.99%Banpu Gas Power Ltd.
(Baht 50.0 million)Power/Bangkok
100.00%Banpu Power Vietnam I Pte., Ltd.
(Baht 2.751 million)Power/Singapore
99.99%Thai Cogeneration Co., Ltd.
(Baht 7,353.4 million)Utilities/Bangkok
99.99%MTP Cogeneration Co., Ltd.
(Baht 4,295.2 million)Utilities/Bangkok
( R e g i s t e r e d C a p t i c a l )
T y p e o f B u s i n e s s / R e g i s t e r e d O f f i c e
as of June 30, 2000
O F O V E R 1 0 %
S H A R E H O L D I N G S
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1 Banpu Plc. Energy Baht 3,540.5 209,569,040 - 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
million New Petchburi Rd., Ratchathewi, Bangkok
S u b s i d i a r y
C o m p a n y
2 Banpu Minerals Coal & Minerals Baht 40.0 40,000 99.99% 58/1 Soi Thungkwao 1, Yontrakijkosol Rd., Moo 1, 207-0688
Co., Ltd. million Tambon Thungkwao, Amphoe Muang Prae, Prae
3 Banpu Terminal Logistics Baht 180.0 1,800,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Co., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok
4 Banpu Singapore Coal Trading SGD 2.0 2,000,000 99.99% 36 Robinson Road, #18-01 City House, 65 420-7606
Pte., Ltd. million Singapore 068877
5 Mineral Resources Kaolin Production Baht 300.0 3,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Development million New Petchburi Rd., Ratchathewi, Bangkok
Co., Ltd.
6 Silamani Coal Trading Baht 300.0 30,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Corp., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok
7 Banpu Mining Investment Baht 250.0 25,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
International in Indonesia million New Petchburi Rd., Ratchathewi, Bangkok
Co., Ltd.
8 Promsin Co., Ltd. Property Baht 580.0 5,800,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Development million New Petchburi Rd., Ratchathewi, Bangkok
9 Banpu Power Ltd. Power Baht 250.0 25,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
million New Petchburi Rd., Ratchathewi, Bangkok
10 Banpu Australia Mining Investment AUD 20.0 20,000,000 99.99% 50 Bridge Street, Sydney, NSW 2000, Australia
Pty., Ltd. in Australia million
11 Universal Drilling & Baht 520.0 5,200,000 99.98% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Exploration Co., Ltd. Exploration million New Petchburi Rd., Ratchathewi, Bangkok
12 Edifice Engineering Coal Ash Baht 5.0 50,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Co., Ltd. Management million New Petchburi Rd., Ratchathewi, Bangkok
13 PT. Jorong Coal Mining IDR 4,500.0 300 95.00% 13th Floor, PLAZA CENTRIS, 6221 5268960
Barutama Greston in Indonesia million Building Jl, H.R. Rasuna Said, Kav. B5,
Kuningan Jakarta, 12920, Indonesia
14 Yen Bai Banpu CaCO3 Production USD 3.172 3,172,500 66.66% 3rd Floor, Lottery Company Building,
Calcium Carbonate in Vietnam million 4th Km., Dien Bien R, Yen Bai Province,
Co., Ltd. S.R. of Vietnam
15 Overseas Investment Baht 15.0 150,000 51.00% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Development Co., Ltd. in China million New Petchburi Rd., Ratchathewi, Bangkok
T Y P E O F B U S I N E S S , P E R C E N T A G E O F H O L D I N G S
N A M E , A D D R E S S O F H E A D O F F I C E ,
Name Type of Business Address of Head Office Tel.Registered Paid up % of
Capital Share Capital Holdings
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16 The Cogeneration Power & Utilities Baht 12,845.0 1,204,500,000 30.26% 1550 Grand Amarin Tower, 29th Fl., 207-0966-76
Plc. million New Petchburi Rd., Ratchathewi, Bangkok
17 Chiang Muan Coal Mining Baht 100.0 10,000,000 25.00% 1550 Grand Amarin Tower, 25th Fl., 207-0754
Mining Co., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok
O t h e r
C o m p a n i e s
18 Ban-Sa Mining Mining Investment Baht 60.0 600,000 88.57% 779/2 Singhaklai Rd., Tambon Wieng,
Co., Ltd. million Amphoe Muang Chiang Rai, Chiang Rai
19 Silamani Marble Coal Trading Baht 200.0 2,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Co., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok
20 MRD-ECC Co., Ltd. Ball Clay Baht 50.0 5,000,000 51.00% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Production million New Petchburi Rd., Ratchathewi, Bangkok
21 PT. Nusantara Mining Related USD 0.25 250,000 80.00% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Thai Mining Services in Indonesia million New Petchburi Rd., Ratchathewi, Bangkok
Services
22 Banpu Gas Power Power Baht 50.0 5,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Ltd. million New Petchburi Rd., Ratchathewi, Bangkok
23 Banpu Coal Power Power Baht 10.0 100,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
Ltd. million New Petchburi Rd., Ratchathewi, Bangkok
24 Banpu Power Power SGD 2.751 - 100.00% 1 Temasek Avenue #27-01,
Vietnam 1 Pte., Ltd. million Millenia Tower, Singapore 039192
25 Tri Energy Co., Ltd. Power Baht 100.0 1,000,000 37.50% 1550 Grand Amarin Tower, 16th Fl., 207-0307-16
million New Petchburi Rd., Ratchathewi, Bangkok
26 BLCP Power Ltd. Power Baht 400.0 900,000 35.00% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688
million New Petchburi Rd., Ratchathewi, Bangkok
27 Amata Power Power USD 5.5 - 30.00% Long Binh Ward, Bien Hoa City,
(Bien Hoa) Ltd. million Dong Nai Province, S.R. of Vietnam
28 Thai Cogeneration Utilities Baht 7,353.4 735,339,000 30.26% 1550 Grand Amarin Tower, 29th Fl., 207-0966-76
Co., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok
29 MTP Cogeneration Utilities Baht 4,295.2 429,522,100 30.26% 1550 Grand Amarin Tower, 29th Fl., 207-0966-76
Co., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok
O t h e r
C o m p a n i e s
( I n d i r e c t
I n v e s t m e n t )
30 Royal and Sun Insurance Baht 60.0 600,000 18.33% 1550 Grand Amarin Tower, 24th Fl., 207-0266-86
Alliance Insurance million New Petchburi Rd., Ratchathewi, Bangkok
(Thailand) Ltd.
31 Asian Bleaching Clay Bleaching Baht 50.0 500,000 15.00% Settakij 1 Rd., Amphoe Kratoomban, Samut Sakhon -
Earth Co., Ltd. million
32 Advance Medicial Hospital Baht 230.0 23,000,000 13.43% 362/114 Moo 6, Paholyothin Rd., Sapanmai, Bangkok 552-8801
Co., Ltd. million
Name Type of Business Address of Head Office Tel.Registered Paid up % of
Capital Share Capital Holdings
Financial Highlights ----------------------------------------------------------------------------------------- 1
Message from the Board of Directors ----------------------------------------------------------------- 2-3
Chief Executive Officer’s Review ----------------------------------------------------------------------- 4-5
Chief Financial Officer’s Review ------------------------------------------------------------------------ 6-7
Banpu’s Joint Investment in Power Projects --------------------------------------------------------- 8-9
Operational Results ------------------------------------------------------------------------------------10-11
The Industry and Competition -----------------------------------------------------------------------12-16
Milestones during the Previous Year ----------------------------------------------------------------17-19
Management Discussion and Analysis on Financial Statements -------------------------------20-26
Risk Factors --------------------------------------------------------------------------------------------27-28
Certain Investment Considerations ------------------------------------------------------------------29-30
The Outstanding of Bill of Exchange or Debentures --------------------------------------------- 31-32
Connected Person and Related Transactions ------------------------------------------------------ 33-35
Nature of Business -------------------------------------------------------------------------------------36-37
The Shareholders and Management ----------------------------------------------------------------38-39
Board of Directors and Executives -----------------------------------------------------------------40-45
Shareholdings of Management -------------------------------------------------------------------------- 46
Remuneration for Management ---------------------------------------------------------------------47-48
Other References ------------------------------------------------------------------------------------------- 49
Audit Committee Clarification --------------------------------------------------------------------------- 50
Auditor’s Report ------------------------------------------------------------------------------------------- 51
Financial Statements ----------------------------------------------------------------------------------52-89
Appendix : Shareholdings of Over 10% ---------------------------------------------------------------- 90
Appendix : Name, Address of Head Office,
Type of Business, Percentage of Holdings ----------------------------------------------------------91-92
Checklist to the SEC’s 56-2 Form ---------------------------------------------------- Inner-Back Cover
CONTENTS
P a g e
1. General Information
1.1 Company profiles 91, Back Cover
1.2 Entities which company holds over 10% of share 90-92
1.3 Other references 49
2. Message from the Board of Directors 2-3
3. Audit Committee Clarification 50
4. Summary of Financial Information
4.1 Information from financial statements 1
4.2 Financial ratios 1
5. Nature of Business
5.1 Revenue structure 36-37
5.2 Milestones in the past year 17-19
6. The Industry and Competition 12-16
7. The Shareholders and Management
7.1 The Shareholders 38-39
7.2 The Management 40-45
7.3 Remuneration for Management 47-48
8. Connected Person and Related Transactions 33-35
8.1 Inter-group transactions with mutual benefit
8.2 Inter-group transactions between Banpu Public Company Limited, Subsidiaries and Related companies
for which the related parties, hold more than 5% of the voting shares
8.3 Occurrence of inter-group transactions
8.4 Opinion of outside directors and independent experts
8.5 Opinion of outside directors about the commitments of conditions in the company prospectus
9. Risk Factors 27-28
10. Certain Investment Considerations
10.1 Legal disputation 29
10.2 Obligations for future share issuance 30
11. Information on Debentures or Bill of Exchange
(Particularly in case of the companies proposal to sell debentures and bill of exchange which were not issued) 31-32
12. Management Discussion and Analysis 20-26
12.1 Appropriateness of capital structure, sufficiency of liquidity, assets quality, potential of making profit and efficiency of operations.
12.2 Reasons for change in financial items and key ratios
12.3 Special items or items not occurring from ordinary operation, but having substantial affect on financial status and operations
12.4 The main reason which caused the difference between the operations of current year and the previous year of estimations
12.5 The main changes which occurred after the latest financial statements date and possible affect to the financial status and operations
12.6 Affect from shareholding adjustments of affiliated companies
12.7 Guarantee for other parties, possible liabilities, project investment commitments and other similar commitments
13. Financial Statements 52-89
T H E S E C ’ S 5 6 - 2 F O R M
C H E C K L I S T T O
BANPU PUBLIC COMPANY LIMITED
26th-28th Fl., Grand Amarin Tower, 1550 New Petchburi Rd., Ratchathewi, Bangkok 10320, ThailandTel. (662) 207-0688, 207-0730-1 Fax (662) 207-0695-8 www.banpu.co.th 2 0 0 0 J u l y 1 , 1 9 9 9 - J u n e 3 0, 2 0 0 0
B A N P U P U B L I C C O M P A N Y L I M I T E DA n n u a l R e p o r t