Dcc 05

Annual Report 2548

Dynasty Ceramic Public Company Limited

Content

หนา/Page

ขอมลทวไปของบรษท General Information

การเปลยนแปลงทส าคญในรอบป 2548 Major changes in 2005

ขอมลทส าคญทางการเงน Financial Highlight

สารจากประธานกรรมการ Message from the Chairman

คณะกรรมกาบรษท Board of Directors

คณะกรรมการตรวจสอบ Audit Committee

โครงสรางผถอหน Shareholders Structure

ลกษณะการประกอบธรกจ Nature of Business

ปจจยความเสยง Risk Factors

การก ากบดแลกจการและ Corporate Governance

โครงสรางการจดการ & Management Structure

รายการระหวางกน Related Transactions

ค าอธบายและการวเคราะหของฝายจดการ Management discussion & Analysis

รายงานความรบผดชอบของคณะกรรมการ Board of Directors’ Responsibility

ตอรายงานทางการเงน For Financial Report

รายงานของผสอบบญชรบอนญาต Auditor’s Report

งบการเงนและหมายเหตประกอบงบการเงน Financial Report & Notes to Financial Report

Company Dynasty Ceramic Public Company Limited

Company registration Bor.Mor.Jor. (PCL) 321 (0107537000742)

Established 1 August 1989

Listing on the SET 3 January 1992, trading under the abbreviation “DCC” under the

construction materials group.

Nature of business Core business: Manufacturer and distributor of ceramic floor and wall

tiles under "Dynasty", "Tomahawk", "Jaguar", "Navar" brand. Also, it

purchases the ceramic floor, wall and decorative tiles from Tile Top

Industry Public, Co., Ltd., which is one of the subsidiaries of the

Company.

Augmented business: Local distributor through its subsidiaries: Pick &

Pay Co., Ltd., Muangthong Ceramics Co., Ltd., and World Wide

Ceramics Co., Ltd. In addition, Dynasty Ceramic imports Polished

Porcelain tiles from China for sales, as well as Sanitary wares and other

related products such as Tile fixed for sale.

Registered capital 408,000,000 Baht, comprising 408,000,000 shares with a par value of 1

Baht per share, issued and fully paid-up

Subsidiary The Company has 4 subsidiaries : Tile Top Industry Co., Ltd., Pick and Pay

Co.,Ltd. Muangthong Ceramic Co., Ltd., and World Wide Ceramic Co.,

Ltd, in which it holds an equity stake of 96 percent of the registered and

paid-up capital.

Head Office Address 37/7 Suthisarn-Winijchai, Road,Samsen-Nok, Sub-district

Huay Kwang District, Bangkok 10320.

Tel. 0-2276-9275-81Fax.0-2276-0313-17

Homepage http://www.dynastyceramic.com

DCC Factory Address 54/8 Moo3,Suwannasorn Road, Koke Yae Sub-District,

Nong Kae District, Saraburi Province 18230

Tel. 036-379023-4 Fax. 036-371024

Tile Top Factory Address 3/2 Moo 8, Paholyothin Road, Nong Khai Nam

Sub district, Nong Khae District, Saraburi Province 18140

Tel. 036-371815 Fax. 036-371111

Subsidiary Outlets By the end of 2005, there are a total of 110 branches distributors located

nation-wide in forms of factory outlets.

GENERAL INFORMATION

http://www.dynastyceramic.com/

Executive Summary

Dynasty Ceramic Public Company Limited was formerly known as Royal Floor Tiles Co.,

Ltd. Its primary business is the manufacture and distribution of ceramic tiles under "Dynasty",

"Tomahawk", "Jaguar", "Navar" trademark. The Company was founded on 1 August 1989, listed on

the Stock Exchange of Thailand on 3 January 1992, and registered as a Public Company on 9 March

1994. At present, the registered capital is 408 million shares, with capital paid-up at a par value of 1

Baht per share, of which 77.41 percent is held by Thai nationals and 22.59 percent is held by foreign

nationals. (As of the close of the share registrar on 28 February 2006).DCC had 4 Subsidiaries

Company:

1. Tile Top Industry Public Company Limited. The Company is currently therefore the major

shareholder in Tile Top Industry Public Co., Ltd. with an equity stake of 96.83 percent. Tile

Top Industry Public Co., Ltd., which was likewise a producer of ceramic tiles with a factory

located in the same vicinity as Dynasty’s factory, at Nong Kae District, Saraburi Province.

The Company purchases the entire production output of Tile Top Industry Public Co., Ltd. for

sole distribution, in order to economize on marketing and transportation costs.

2. Pick and Pay Company Limited. The Company is currently holding an equity stake of 97.99 of the registered capital. Pick and Pay Co., Ltd performed its business as the sold agent for

Dynasty Ceramic Public Company Ltd., which has a total of 43 outlet stores located through

out Thailand.

3. Muangthong Ceramic Company Limited. The Company is currently holding an equity stake

of 98.98 of the registered capital. Muangthong Ceramic Co., Ltd performed its business as

the sold agent for Dynasty Ceramic Public Company Ltd., which has a total of 54 outlet stores

located through out Thailand.

4. World Wide Ceramic Company Limited. The company is currently holding an equity stake of 99.93 of the registered capital. World Wide Ceramic Co., Ltd performed its business as the

sold agent for Dynasty Ceramic Public Company Ltd.which has a total of 13 outlet stores

located through out Thailand.

In addition, Dynasty Ceramic imports polish porcelain tiles from China for sale, as well as a

purchaser of sanitary ware and other related products. The company and its subsidiary implemented

an ongoing expansion of production capacity, allowing the combined production capacity of both

firms to increase up to 40 million square metres per year. The Company’s sales have therefore grown

significantly and it currently enjoys the largest capacity and market share of ceramic tile products in

the country.

1. The company planed to expand it’s capacity of the ceramic floor tile at Dynasty Ceramic Plant.

The plan is to expand a plant that is able to install four more machinery under an investment capital of

600 million Baht. It is expected to raise the production capacity during March 2006 for 500,000 sq.

meters per month and during the end of 2006 up to 1.0 million sq. meters per month. In another word,

the production will increase from 40 million sq. meters per year to 52 million sq. meters per year.

2. On 31 October 2005, the company purchased common shares of the three major ceramic

distributors from the old shareholders for a total amount of 17,252,900 Baht. The three distributors are:

1) Pick and Pay Co., Ltd for 117,593 shares or 97.99% of the registered capital.

Par value is 100 Baht per share, for a total amount of 11,759,300 Baht. 2) Muangthong Ceramics Co., Ltd for 44,993 shares or 99.98 % of the registered

Capital. Par value is 100 shares, for a total amount of 4,499,300 Baht. 3) World Wide Ceramics Co., Ltd for 9,993 shares of 99.93% of the registered

Capital. Par value is share, for a total amount of 999,300 Baht.

The purchase of shares will have a positive effect toward the company in a way that DCC can

gain a competitive advantage in a market since the three major distributors have 104 local branches,

which will lead the company to enforce prototype, indicate operation process, and reduce risk in

relying mostly upon the major customers. Moreover, not only it will grant an opportunity for the

company’s product to reach the end user who is the consumers in the rural provinces, but also it will

enlarge customer base and lessen the degree in depending on the distributors, resulting in a more

competitive selling price compared to competitors.

Summary of the Operating Result in 2005

The company and its subsidiary had a total sales revenue of 4,255 million Baht, which was

516 million Baht or 14 percent increased from the previous year. In addition, Gross Profit was 1,591

million Baht or 37 percent of net revenue, which was equivalent to the year 2004. Net profit rose 74

million Baht or 11 percent (from 675 million Baht in 2004 to a 749 million Baht in 2005). The Board

of Directors considered it appropriate to propose for approval from the Shareholders’ Meeting for the

provision of 2005 annual dividends in the rate of 1.30 baht per share or 71 percent of the earning per

share. Interim dividends were therefore paid for 3 quarters of 2005 at a total rate of 1.09 baht per

share totally 444.72 million Baht. For the remaining 4th quarter, authorization was proposed for the

payment of another dividend in the rate of 0.21 Baht per share totally 85.68 million Baht. After

dividend payment was approved on 28 April 2006, the payment of another dividend will be paid on 4

May 2006.

Major Changes in 2005

SUMMARY OF FINANCIAL DATA IN THE PAST 5 YEARS

Million Baht

Consolidated Income Statement 2005 2004 2003 2002 2001

Total Revenue 4,301 3,785 3,215 2,338 1,637

Net Sales 4,255 3,739 3,165 2,251 1,585

Cost of Sales (2,710) (2,402) (2,131) (1,590) (1,198)

Gross Profit (Exclude Other Revenue) 1,591 1,337 1,034 661 387

Selling and Administration Expenses (485) (397) (363) (295) (203)

EBITDA 1,371 1,286 970 597 356

Net Profit after Tax 749 675 502 364 175

Earning per Share (Baht) 1.84 1.66 1.23 0.89 0.43

Consolidated Balance Sheet

Total Assets 4,144 3,303 3,173 2,796 2,453

Total Liabilities 2,273 1,633 1,725 1,416 1,229

Total Shareholders’ Equities 1,871 1,670 1,448 1,379 1,224

Financial Ratios

Profitability Ratio (%) 17.45 17.84 15.61 15.57 10.69

Debt: Equity Ratio (times) 1.21 0.98 1.19 1.03 1.00

Return on Total Asset (%) 18.07 20.45 15.82 13.02 7.13

Return on Equity (%) 40.02 40.44 34.67 26.40 14.30

Book Value per Share (Baht) 4.59 4.09 3.55 3.38 3.00

Dividend per Share (Baht) 1.34 1.18 0.65 0.48 0.80

Dividend Yield (%) 72.83 71.08 52.85 53.80 18.60

สดสวนการตลาด /MARKET SHARE สนทรพย หนสน และสวนของผถอหน

4144

33033173

27962453

1229 1416

22731633

1725 1871

1224 1379

16701448

0

500

1000

1500

2000

2500

3000

3500

4000

4500

2001 2002 2003 2004 2005

สนทรพย ASSETS หนสน LIABILITIES

สวนผถอหน EQITY

DCC

27 %

RCI

6%

TCC

22%

TGCI

12%

UMI

13%

SOSUCO

20%

1.84

1.66

1.23

0.89

0.44

0.075

0.475

1.31.18

0.65

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

1.8

2.0

2001 2002 2003 2004 2005

175

1,637

364

2,338

502

3,215

675

3,785

749

4,301

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

2001 2002 2003 2004 2005

ก ำไรสทธ / NET PROFITยอดขำย(NET SALES)

เงนปนผลจาย/ก าไรตอหน DIVIDEND & EARNING Per SHARE

In the year 2005, Thailand was still recovering from the biggest disaster in its history, the tidal

wave, tsunami, which hit Thailand on late December 2004, wiping out many resorts, hotels,

restaurants and along with one of Thailand’s vital economy: Tourism is Thailand’s main income, and

80% of which was washed away with the wave. Not only tsunami, but also Bird flu had also had a

significant influence on the export trade. The oil prices also rose intensively in the previous year

causing inflation 4 to 5 percent during the third and fourth quarter of 2005. Since Thailand depends on

foreign countries for oil, high oil prices directly affects our lives. In other words, higher oil prices

cause higher living cost, which reduce consumption on normal goods such as clothes, accessories,

buildings and other amenities. In consequence, Bank of Thailand adjusted interest rates tremendously

to deflate domestically and to prevent the money outflow from Thailand. The rise in interest rates,

which Bank of Thailand issued, had a major effect on construction industry as people put their

constructions on hold. With all the economic crisis and public nuisance in the three states in the

southern provinces, Thailand’s economy has been unrest.

The recession of Thailand’s economy also has the impact on the company. However, with our

marketing strategy, our products are not concentrating in one or two regions of Thailand. We spread

our products according to the demand of the market covering every part of the country. Most of our

customers are retailers who purchase our products mainly for repairing, so the stoppage of major

constructions has very little impact on us. The company is also continuously reducing the cost of

production, which has been one of our objectives; therefore, the increase in transportation cost and

higher price of natural gas has very limited to no effect on our net profit compared to the year before.

Summary Of Operating Result in 2005

In the year 2005, construction materials and property markets are still on their positive trends.

The number of requested area for construction permission increases 12 percent continuously from

previous years. Major manufacturers increased their production approximately 15 million square

meters per year. Dynasty Ceramic Public Company, the leader in mid to low end tile market, are

holding 27 percent of local market share. The company has been increasing its production steadily. At

present, the company is capable of producing 40 million square meters per year, yet we still

expanding to a capacity of 3.8 million square meters per month from 3.3 square meters per month.

The first phase of factory expansion project will be completed in March 2006 with a total investment

of 400 million baht. The company is also planning to expand its capacity to 4.3 million square meters

per month during the second half of the year 2006 with another 200 million baht investment. The

second factory-expansion phase is to be completed by the end of year 2006.

In October 2005, the company has made an acquisition of the three tiles distribution agent

companies including Pick and Pay Company Limited, Muangthong Ceramic Company Limited, and

World Wide Ceramic Company Limited. The total investment was approximately 17 million baht.

The acquisition was made to expand the output capability of the company to support our higher

production volume. All three companies that Dynasty Ceramic Public Company purchased already

have 104 factory outlet stores located through out Thailand and they also have capability of opening

more. Since the three companies are also our biggest account receivables with the ratio of 63 percent

of the total receivable account, this made the company to be independent from relying largely on

major customers.

Net sales in 2005 were 4,255 million baht, which increased 14 percent from the previous year.

The growth was according to the expansion of production capacity and the opening of factory outlet

continuously through out the year; not to mention the increase in agencies in Bangkok and its outskirt.

All of these have increased gross profit of the company and its partnership to 1,591 million baht,

which is 37 percent, the same as the previous year. Due to a rigorous increase of 20 percent in the cost

of natural gas, one of the main components in production process, the company has adjusted its selling

prices 3 percent during April 2005 in order to support higher production cost. Therefore, the company

MESSAGE FROM THE CHAIRMAN

MAJOR CHANGES IN 2005

yielded a net profit after tax of 749 million baht or equivalent to 1.84 baht per share compared to 1.66

baht per share in the previous year. The Board of Directors considered it appropriate to seek

authorization from the Shareholders’ Meeting for the provision of 2005 annual dividends in the rate of

1.30 baht per share. Interim dividends were therefore paid for 3 quarters of 2005 at a total rate of 1.09

baht per share. For the remaining 4th quarter, authorization was proposed for the payment of another

dividend in the rate of 0.21 baht per share. The total dividend payout amount was 530.4million baht,

or 71 percent of 2005 net profit.

In the year 2006, the company is aware of the competition in ceramic tiles industry, which is

expected to take place aggressively, both from local manufacturers and importers of tiles from China.

However, most of Chinese’s tiles are porcelain tiles, which will not affect the company much in terms

of quantity sold, and pricing strategy as the company can ensure customers of higher quality yet lower

price of our product. The company also has a different distribution channel and a different targeted

segment of customers from the importers. Even though the interest rate is, still increasing, but the rise

in demand of mid-ended to low-ended construction buildings and materials are still on positive trend.

The projected growth rate for 2006 that the company has set is approximately 20 percent from the

expansion of 1 million square meters in production capacity and the increasing in numbers of factory

outlet up to 200 outlets by the end of this year. In terms of market share, the company’s goal is to hold

35% to 36% of local market share. The decreasing in demand of land and property industry will only

slightly affect the company since our main income is from repairing work.

Finally, The Board of Directors wishes to praise our entire employee who’s has been kindly

contributing their effort, skill and dedicating to reduce the production cost and create a wide range of

distinguished products. Also wishes to thank the Company’s shareholders, customers, product and

service partners, for their invaluable support of the Company’s business and witnessing the success of

our plans.All the members of the Board of Directors stand united in the mission to exercise the utmost

judgment and skill in managing the Company on its continued journey to prosperity.

(Roongroj Saengsastra)

President

1. Mr. Roongroj Saengsastra

Age 56 years

Position Chairman & President

% Share on hand 24.07

Family relationship among executives Miss Cattleya Saengsastra’s brother

Highest Education Bachelor degree, Accounting, Chulalongkorn University

Previous 5 years Experience President of TileTop Industry Company Limited,

Construction Material Business.

Illegal history within the past 10 years None

BOARD OF DIRECTORS 2005

MAJOR CHANGES IN 2005

2. General Yutthasak Sasiprapha

Age 69 years

Position Independent Director, Audit Committee

% Share on hand None

Family relationship among executives None

Highest Education Command and General Staff College, Chulachomklao Royal Military

Academy

Present : President of the Olympic Committee, Thailand

Previous 5 years Experience- Deputy Defence Minister


3. Pol.Gen. Patcharawat Wongsuwan

Age 56 years

Position Independent Director



Highest Education Master degree, Art Social, Kasetsart University

Present : Deputy Commissionner-General(Administration) -Royal Thai Police

Previous 5 years Experience :Assistant Commissionner-Royal Thai Police


4. Mr. Chaiyasith Viriyametakul

Age 56 years

Position Director



Highest Education Bachelor degree, Engineering, Chulalongkorn University

Present : President of Vibhavadee Hospital PLC.

Previous 5 years Experience President of Thai Rim Construction Co,,Ltd.


5. Miss. Cattleya Saengsastra

Age 58 years

Position Executive Committee and Company’s Secretary

% Share on hand 2.7

Family relationship among executives Sister of Mr. Roongroj Saengsastra

Highest Education Bachelor degree (Honor), Accounting, Chulalongkorn University

Directors Accreditation Program (DAP) 47/2005

Previous 5 years Experience Audit Committee, S&P Syndicate PCL.

Executive Vice President , TileTop Industry PCL.


6. Mr. Chana Suthiwangcharoen

Age 58 years

Position Vice President (Marketing)



Highest Education Bachelor degree, Communication Arts, Chulalongkorn University

Previous 5 years Experience Vice President (Marketing), TileTop Industry PCL.


7. Mr. Surasak Kosiyajinda

Age 63 years

Position Independent Director/Audit Committee



Highest Education Bachelor degree in Law, Tammasart University

DAP Directors Accreditation Program 48/2005

Previous 5 years Experience Jutturatham Law Office


8. Mrs. Pawanya Kritichart

Age 58 years

Position Independent Director and Audit Committee



Highest Education Master degree, Business Management (Finance),

University of Baltimore, Maryland, USA, DAP Directors Accreditation Program 50/2005

Previous 5 years Experience President Thai Kaha Credit Franksier Co.,Ltd


9. Mr. Sanchai Janejarat

Age 56 years

Position Vice President (Production)

% Share on hand 0.6


Highest Education Bachelor degree, Engineering, Chulalongkorn University

Previous 5 years Experience Vice President (Production), TileTop Industry PCL.


10. Mr. Suvit Smarnpanchai

Age 58 years

Position Director



Highest Education High-School, Sahakunsuksa

Previous 5 years Experience President, Ekasithpun Co.,Ltd.


The Audit Committee

The Board of Directors of the Company formally established an Audit Committee on 1 April

1998. Audit Committee Directors serve terms of 3 years; the Committee currently comprises 3

members, all of whom are Independent Directors, while the Vice President of the Internal Audit

Office serves as Committee Secretary.

The Audit Committee comprises the following members :

1. Pol. Gen. Yuttasak Sasiprapa Chairman of the Audit Committee /

Independent Director

2. Mrs. Pawanya Kritchart Audit Committee Director / Independent Director

3. Mr. Surasak Kosiyajinda Audit Committee Director / Independent Director

4. Mr. Yingsak Taksinanont Secretary of the Audit Committee /

Director of the Internal Audit Office

The Audit Committee holds regular meetings, and in 2005 convened a total of 4 meetings,

attended by all Committee members on every occasion. The results of each meeting are presented to

the Board of Directors.

Duties and responsibilities of the Audit Committee

1. Review of the quarterly financial reports and the annual financial statements prior

to submission to the Board of Directors and shareholders.

2. Ascertain the effectiveness and sufficiency of risk management procedures and

internal control systems.

3. Determine the effectiveness and adequacy of internal audit activities.

4. Ensure that the Company’s operations comply with the resolutions of the Board of

Directors, in accordance with the regulations and Acts of the Stock Exchange of

Thailand and any other relevant Laws.

5. Prevent conflicts of interest and consider the disclosure of Company information in

the event of connected transactions, or transactions with potential for conflict

of interest, to ensure transparency and accuracy.

6. Prepare and publish an auditor’s report on the corporate governance which has been

signed by Chairman of the Audit Committee on the company’s annual report.

7. Consider approval for the appointment of the corporate auditors and evaluate the

performance of such auditors.

The 2005 Annual Audit Committee Report

The Audit Committee carries out its duties and responsibilities as assigned by the Board of

Directors. Its key tasks include governance in accordance with the Articles of Association pertaining

to the Audit Committee, including compliance with the guidelines for good corporate governance as

well as the Board of Directors’ policies. The Committee is also responsible for the review of various

information in relation to financial reporting, with the main details of its activities summarized in year

2005 as following.

1. Governance of the Company’s operations in accordance with the principles of good

corporate governance. The Committee bases its review duties on the 15 codes of good corporate

governance as outlined by the Stock Exchange of Thailand. It was found that the Company’s level of

compliance with the code was satisfactory. Furthermore, the Company has prepared a guideline for

governance in writing, to serve as a reference for actual practice.

2. Oversee the quarterly financial statements and the 2005 annual financial statement for the

Company and its subsidiary. The Committee defers to the standards of the Association of

Accountants, and according to the Regulation of Securities Exchange Commission and the Stock

Exchange of Thailand. It ensures that information disclosed in the financial statements is sufficient

and timely enough for investors or individuals relying on the statements to make investment-based, or

other, decisions. The Committee was able to present its statements prior to review at the end of each

month upon closing the quarterly accounts, which was faster than the requirement of the Stock

Exchange for quarterly statements. After review by the auditors, the statements did not contain any

significant adjustments.

3. Specify measures for risk management in the Company’s annual business plan. The Audit

Committee evaluated the risk management systems in the previous year and concluded that no

significant risk existed.

4. The Audit Committee evaluated the Company’s internal control systems and concluded

that they were consistently effective. The corporate auditors provided similar findings, in that no

significant problems or failings were detected.

The Audit Committee selected candidates as corporate auditors, for subsequent authorization

by the Shareholders’ Meeting. The Company proposed the appointment of Mr. Pichai

Dachanaphirom, Certified Public Accountant Registration Number 2421, or Miss Jantra Wongsri-

Udomporn, Certified Public Accountant Registration Number 4996,or Mr.Poj Asavasantichai from

Dhammanitti Audit Co., Ltd., as the auditors for the 2006 year once again.

Signed ………………………………........ Independent Director and

(Pol. Gen. Yuttasak Sasiprapa) Chairman of the Audit Committee


(Mrs. Pawanya Kritchart) Audit Committee Director


(Mr. Surasak Kosiyajinda) Audit Committee Director

Signed ………………………………........ Committee Secretary and

(Mr. Yingsak Taksinanont) Audit Committee Director


Has registered, issued and paid-up capital as of 31 December 2005 comprising 408 million

shares with a par value of 1 Baht per share, representing a total value of 408 million Baht. No

debentures or warrants have been issued whatsoever.

As of 31 December 2005, the Company had investments in the ordinary shares of subsidiaries

as follow:

1. Tile Top Industry Public Company Limited, valued under the cost equity method at

630.9 million Baht, and representing an equity stake of 96.83 percent.

2. Pick and Pay Company Limited, valued under the cost equity method at 16.4 million

Baht, and representing an equity stake of 97.79 percent.

3. Muangthong Ceramic Company Limited, valued under the cost equity method at 10.3

million Baht, and representing an equity stake of 99.98 percent.

4. World Wide Ceramic Company Limited, valued under the cost equity method at -12.0

million Baht, and representing an equity stake of 99.93 percent.

Obligations with regard to the issue of future securities.

The firm has no obligations with regard to the issue of future securities.

Subsidiary Company:

The Company has 4 subsidiaries,

1. Tile Top Industry Public Co., Ltd. has registered capital of 300 million Baht. Issued and

paid-up capital as of 31 December 2005 comprised 22.2 million shares with a par value of 10 Baht per

share, providing a total value of 222 million Baht. Tile Top Industry PLC has no other subsidiary or

associated company in which it has shareholdings or investments.

2. Pick and Pay Company Limited,. Has registered capital of 12 million Baht. Issued and

paid-up capital as of 31 December 2005 comprised 120,000 shares with a par value of 100 Baht per

share, providing a total value of 12 million Baht. The Company has no other subsidiary or associated

company in which it has shareholdings or investments.

3. Muangthong Ceramic Company Limited. has registered capital of 4.5 million Baht.

Issued and paid-up capital as of 31 December 2005 comprised 45,000 shares with a par value of 100

Baht per share, providing a total value of 4.5 million Baht. The Company has invested in 2 associated

company which were the retail outlets of ceramic tiles consist of Acapulco Co.,Ltd. representing an

equity stake of 16.65 percent amounted Baht 499,500 and Amnatphet Ceramic Partnership Ltd.

representing an equity stake of 33.3 percent amounted Baht 500,000.

4. World Wide Ceramic Company Limited, has registered capital of 1.0 million Baht.

Issued and paid-up capital as of 31 December 2005 comprised 10,000 shares with a par value of 100

Baht per share, providing a total value of 1 million Baht. The Company has no other subsidiary or

associated company in which it has shareholdings or investments.

Shareholders’ Structure

Shareholding structure (10 major shareholders) as of 28 February 2006

Dynasty Ceramic Public Co., Ltd.

Shareholder name No. of shares % of shareholding

1 Mr. Roongroj Saengsastra 98,225,720 24.07

2 Mr. Vibul Vadcharasurang 30,019,510 7.36

3 SOMERS (U.K.) LIMITED 20,703,400 5.07

4 Mr. Chaiyasith Viriyamettakul 17,244,000 4.23

5 GOLDMAN SACHS & CO 16,577,800 4.06

6 Mr. Monrak Saengsastra 13,456,800 3.30

7 Mr. Marut Saengsastra 13,251,400 3.25

8 Mr. Suvit Smarnphanchai 12,892,000 3.16

9 Mr. Jeera Trithawhin 12,702,590 3.11

10 Miss.Cattleya Saengsastra 11,000,000 2.70

Total 10 major shareholders 246,073,220 60.31

Total number of shares 408,000,000 100.00

Shareholding structure of the subsidiary

1.Tile Top Industry Public Co., Ltd

Company/individual shareholder name No. of shares % of shareholding

1 Dynasty Ceramic Public Co., Ltd. 21,495,906 96.83

2 Mr. Sunti Taechatharathip 300,000 1.50

3 Miss Wararuk Truengtrajitkul 200,000 0.90

4 Mrs. Supaporn Taechatharathip 100,000 0.45

5 Mr. Somphol Taechatharathip 100,000 0.45

2. Pick and Pay Co., Ltd


1 Dynasty Ceramic Public Co., Ltd. 117,593 97.99

2 Mr. Roongroj Saengsastra 1 0.0

3 Miss. Cattleya Saengsastra 1 0.0

4 Mr. Monrak Saengsastra 1 0.0

5 Mr. Jeera Trithawhin 1 0.0

3. Muangthong Ceramic Company Limited







4. World Wide Ceramic Co., Limited







Dividend payment policy

Dynasty Ceramic Public Co., Ltd

The Company has a policy to provide a dividend to its shareholders in a ratio of approximately 70

percent of net profit in each year.

All subsidiaries have no policy for the payment of dividends at the present time.

1.Nature Of Business

Dynasty Ceramic Public Company Limited was formerly known as Royal Floor Tiles Co.,

Ltd. Its primary business is the manufacture and distribution of ceramic tiles. The Company was

founded on 1 August 1989, listed on the Stock Exchange of Thailand on 3 January 1992, and

registered as a Public Company on 9 March 1994. The registered capital was increased to 280 million

Baht, with capital paid-up at a par value of 10 Baht per share, equivalent to a value of 272 million

Baht in January 1995.

In 1997, The major shareholder of DCC which was a financial institution, announced the

divestiture of its ordinary shareholdings representing 14.9 million shares, or a 54.82 percent equity

stake of paid-up capital. The successful bidders for this lot were a shareholder and Director group

from Tile Top Industry Public Co., Ltd., which was likewise a producer of ceramic tiles with a factory

located in the same vicinity as Dynasty’s factory. The management of Tile Top was assigned to

overhaul production machinery for greater efficiency. The team also undertook the development of

new products with improved quality and attractive packaging, while simultaneously adjusting the

marketing policy to emphasize better production distribution to consumers.

Towards the end of 2000, the Company increased its registered capital to 408 million Baht,

comprising 40.8 million shares with a par value of 10 Baht per share. The funds were to be utilized for

the expansion of production capacity through the purchase of the entire ordinary shareholding in Tile

Top Industry PCL from the original shareholders. The Company is currently therefore the major

shareholder in Tile Top Industry Public Co., Ltd with an equity stake of 96.83 percent. The par value

now spilt at 1 Baht per share for 408 million shares, of which 91.65 percents is held by Thai nationals

and 8.35 percent is held by foreign nationals. (As of the close of the share registrar on 28 February

2006).

In relation to marketing activities, the Company purchases the entire production output of

Tile Top Industry Public Co., Ltd, and sell by the local distributor through its subsidiaries: Pick & Pay

Co., Ltd., Muangthong Ceramics Co., Ltd., and World Wide Ceramics Co., Ltd in order to economize

on marketing and transportation costs. The Company also purchases sanitary ware and other related

products, staircase components and tile glue for sale, thereby boosting its sales volume. The

Company’s operating performance has since consistently improved.

The Company and its subsidiary embarked on a project of ongoing production capacity

expansion until at the end of year 2005. The combined production capacity of both firms therefore

increased up to 40 million square metres per year, thus the Company’s revenues over have grown

impressively and it currently maintains the leading capacity and local market share of ceramic tile

products in Thailand.

ลกษณะการประกอบธรกจ NATURE OF BUSINESS

Dynasty Ceramic Public Company Limited’s main business is the production and distribution

of ceramic tiles, including the purchase of the entire output of ceramic floor, wall and decorative tiles

from Tile Top Industry Public Company Limited, which is the sole subsidiary of the Company. The

purchase is made at wholesale price and is distributed to the factory outlets, which currently number

approximately 140 branches, together with a domestic network of distributors numbering

approximately 120 agents. The range of tiles produced by the Company and its subsidiary are :

1. Floor and wall ceramic tiles under the “Dynasty” trademark

2. Floor and wall ceramic tiles under the “Tile Top” trademark

3. Decorative ceramic tiles under the “Tile Top” trademark

4. Floor and wall ceramic tiles under the “Tomahawk” trademark

5. Floor and wall ceramic tiles under the “Jaguar” trademark

6. Floor and wall ceramic tiles under the “Navar” trademark

7. Floor and wall ceramic tiles under the “Value” trademark

8. Floor and wall ceramic tiles under the “Anna” trademark

9. Floor and wall ceramic tiles under the “Mustang” trademark

In addition, Dynasty Ceramic imports polish porcelain tiles from China for sale, as well as

sanitary ware and other related products such as Tile glue for sale under the “Top stick” trademark.

The Company purchases the latter product from the Siam Standard Products Co., Ltd. which is

produced according to its size and volume requirements.

2. Business Structure

DYNASTY’S SUBSIDIARY WHICH

DCC HOLD 96.83% OF TOTAL SHARES

DCC HOLD 97.99 % DCC HOLD 99.98 % DCC HOLD 99.93 %

IMPORT GRANIT TILES

and purchased Sanitary ware and

other related products from local

factories for sales

TILETOP INDUSTRY PLC.

Produced Ceramic

Floor & Wall Tiles

Sold To DYNASTY PLC.

SELL TO LOCAL

DISTRIBUTERS

(Wholesales Price)

EXPORT TO

OTHER

COUNTRY

DYNASTY CERAMIC PLC.

Produced Ceramic Floor Tiles

And Distributed all Products

Ceramic Outlet (Pick and Pay )

Ceramic Outlet (Muangthong Ceramic.)

Ceramic Outlet (World Wide Ceramic)

3. Revenue Structure

1. Revenue from the sale of ceramic tiles produced by Dynasty Ceramic PCL

2. Revenue from the distribution of ceramic tiles purchased from Tile Top Industry PCL for

re-sale to clients, with a profit margin added to the wholesale price charged by the

subsidiary

3. Revenue from polish porcelain tiles imported from China for domestic resale

4. Revenue from sanitary ware and other related products, glue sealant purchased and resale

5. Revenue from the recognition of share in profits from Tile Top Industry PCL (the

subsidiary) due to an equity stake of 96.83 percent

6. Revenue from profit sharing on investment over 95 percent in Pick &PayCo.Ltd, Muang

Thong Ceramic Co.,Ltd and World Wide Ceramic Co.,Ltd.

7. Revenue from the merge of business and recognition of negative goodwill recorded as

annual income of 35 million Baht

4.Organization Chart

BOARD OF DIRECTORS

AUDIT COMMITTEE

PRESIDENT

EXECUTIVE VICE PRESIDENT (MARKETTING)

EXECUTIVE VICE PRESIDENT ( PRODUCTION)

EXECUTIVE VICE PRESIDENT

(ADMINISTRATION)

DEPUTY

MANAGING

DIRECTOR

- PRODUCTION DEPT

- TECHNICAL DEPT

- FACTORY ADMIN.

DEPT

-INTERNAL AUDITOR

- PROJECT OFFICE - MARKETTING DEPT.

- SALES DEPT.

- ACCOUNTING OFFICE

- ADMINISTRATIVE .&

MANAGEEMENT DEPT.

- COMPUTERS SYSTEMS

5. Controlling Authority

Major shareholders who are Directors of the Company who have management and controlling

authority in Dynasty Ceramic Public Co., Ltd., with names and shareholding proportions as of 28

February 2006 shown below.

Name Position % Shareholding

1. Mr. Roongroj Saengsastra Chairman and President 24.07

2. Mr. Chaiyasith Viriyamettakul Director 4.23

3. Mr. Suvit Smarnphanchai Director 3.16

4. Miss.Cattleya Saengsastra Executive Director and 2.70

Company Secretary

5. Mr. Sanchai Janejarat Vice President (Production) 0.60

Directors with controlling authority and serving as Executives in the Company are shown below

but having no shareholdings

Name Position

1. Gen. Yuthasak Sasiprapha Independent Director and

Chairman of the Audit Committee

2. Pol.Gen.Patcharawart Wongsuwan Independent Director

3. Mrs. Pavanya Kritchat Independent Director and Audit Committee

4. Mr. Surasak Kosiyajinda Independent Director and Audit Committee

5. Mr. Chana Suthiwangcharoen Vice President (Marketing)

Controlling authority in the subsidiary

1.Tile Top Industry Public Co., Ltd. Is the subsidiary in which Dynasty Ceramic Public Co,

Ltd. has an equity stake of 96.83 percent. Control is exercised through the Board of Directors, with

both companies sharing the following mutual Directors :

1. Mr. Roongroj Saengsastra President

2. Mr. Chana Suthiwangcharoen Vice President ( Marketing)

3. Mr. Sanchai Janejarat Vice President (Production)

4. Miss. Cattleya Saengsastra Executive Director and Company Secretary

5. Mr. Surasak Kosiyajinda Director

2.Pick and Pay Co., Ltd. Is the subsidiary in which Dynasty Ceramic Public Co, Ltd. has an

equity stake of 97.79 percent. Control is exercised through the Board of Directors, with both

companies sharing the following mutual Directors :


2. Mr. Chana Suthiwangcharoen Director

3. Miss. Cattleya Saengsastra Director

3.Muang Thong Ceramic Co., Ltd. Is the subsidiary in which Dynasty Ceramic Public Co,






4.World Wide Ceramic Co., Ltd. Is the subsidiary in which Dynasty Ceramic Public Co,






6. Goal Of Business

6.1 2006 goals

For the 2005 year, the production capacity will rise from 40 millions square metres per year to

52 millions m.²/year, which 6 millions m.² will be increased in March and another 6 millions m.² will

be added during the end of the year. In consequence, the company is aiming to expand additional

factory outlets to reach 200 stores for tile products nationwide. The revenue is expected to be

increased by 20 percent, whereas the price of tiles is likely to remain stable due to a high competition

and the consumption of the consumers in repairing market. In the beginning of the year, gross profit

should be increasing as a result of a rise in an average net sales, a cost reduction yield from an

economic of scale, and maintenances of the machineries that can convert the energy used in

production progress, which reduce energy and natural gas cost.

6.2 2006-2008 goals

As a result of a competitive economic trend, the company is estimating that the demand for

floor tiles will grow more than 10 percents each year. Other than this, revenue earned from a better

sale of agriculture products will contribute to a rise in demand from rural-area consumers, whose

consumption is for repairing purposes.

In a long term, the company will continue to pursue a policy as the lowest cost manufacturer

within the industry and maintain its market leader status. To realize this goal, expansion of production

capacity is essential, which in turn will require the expansion of distribution outlets to handle the

increased capacity. As a result, production will need to be expanded, yet it does not see a requirement

for issuing new share capital, as the current debt to equity ratio is still low. However, the Company

will consider the competitive environment, together with the rate of return on investment in order to

continue providing consistent dividends to its shareholders.

Management Structure

Dynasty Ceramic Public Company Limited and its subsidiaries’ management structure consists of:

Dynasty Ceramic PCL.

Tile Top Industry PCL

Pick & Pay Co.Ltd

Muang Thong Ceramic

Co.Ltd.

World Wide Ceramic

Co.Ltd

holding 97.99 holding 99.98 holding 99.93

holding 96.83

Risk Factors

Economical, social, and political changes in 2005 caused factors such as an increase in cost of

oil and natural gas, Bird flu, and the fluctuation of the Baht currency exchange rate to have direct

effects on the operation of the business.

However, even though the company’s operations, which comply with specific standards and

plans through the use of budgets as control and evaluation tools and the frequency of board of

directors’ meetings, can reduce most of the risks immediately, yet there are potential risks that the

company faces, as follows:

1 Risk from rising oil prices, which may cause a rise in natural gas prices: Coating colors

and natural gas are the major costs in the production of ceramic tiles. It is forecasted that the cost of

material will rise due to the rise in prices of imported coating colors, whose transportation costs are

largely varied according to the fuel price and exchange rate. Meanwhile, there is also an increase in

the price of natural gas. As a result of these two factors, the average cost of production was higher

than expected. In order to reduce the risk in this matter, other than searching for sources of raw

materials locally and in neighboring countries, the Company will also remain dedicated to research on

raw materials and testing of coloring and chemical materials from new and lower cost sources. In

addition, the factory’s engineers have also contributed their experiences to modify the machineries in

order to increase their efficiency and the program called, “GAS TURBINE CO-GENERATION

SYSTEM” has been initiated as a way to reduce electricity and nature gas expenses.

2 Risk from competitive situation: At present, many ceramic tile manufacturers have

expanded their production capacity; in addition to importing ceramic tiles and polish porcelain tiles

from sources such as China and Indonesia. Thus, the supply of ceramic tiles in the market exceeds

domestic demand. However, the Company has the advantage of being the producer with the highest

production capability and an output volume large enough to ensure lower unit costs. It has also

enhanced production efficiency and reduced manufacturing costs to the point that it is able to offer

retail prices that are lower than its competitors. Furthermore, the Company’s distributors have outlets

dedicated to the Company’s products, numbering approximately 160 factory outlets, allowing the

Company to distribute its products with greater and wider effectiveness.

3 Risk from interest rates: The interest rates may have the effect on the company and its

subsidiaries; however since the interest rates in the market have increased greatly since last year, it is

forecasted that there will only be a slight rise in 2006. The company also has no plan in a large

investment within the few years, so short term risks are limited and insignificant.

4 Risk from foreign currency conversion: In order to minimize risk associated with foreign

currency exchange on borrowings, the Company and its subsidiary utilized working capital sourced

entirely from local financial institutions. There are only purchases of machinery and coating colors

used in production, which were bought in Euro and US Dollar currency that are still in the short term

pay-back period. However, the company forecasted no significant risk from foreign currency

conversion.

5 Risk from credit extension: The Company distributes its products locally through

approximately 100 agents, and the company has been very concerned about giving credit due to a

variety of customer bases. In consequence, the company has requested for the bank guarantee from

the customers who are classified to be in a high risk category. However, the highest risk involved in

giving credit will be equivalent to the total receivables in the balance sheet.

Corporate governance policies

The Company appreciates the importance and intentions of good corporate governance in

relation to its business operations. The principles encourage an efficient organizational system and

provide the foundations for sustained growth. It also fosters clarity, transparency and allows

operations to create the greatest benefit for all stakeholders in the Company. The Company has

therefore prepared a manual of good corporate governance to serve as an operational guideline for the

Board of Directors, management and all employees. The content encompasses the 15 principles for

corporate governance as issued by the Stock Exchange of Thailand in August 2001.

Leadership status and vision All Directors of the Company are required to posses leadership status and be able to govern

management with efficiency and effectiveness, in order to realize the core goals of the business. They

are obliged to create and increase value through investments for shareholders and parties with mutual

interests. The Board of Directors is responsible for the formulation of the corporate vision, the

authorization of the Company’s plans and budgets, as well as to supervise and govern management in

executing strategy that complements such plans. The Board controls expenditures within the approved

budget, oversees risk management and the internal controls system of the Company. In performing its

duties, the Board of Directors assigns management authority to the President for the responsibility of

the daily management of the Company. Authority for operational and authorization activities are

specified in writing, compiled as a manual for operational reference. The roles, duties and

responsibilities between the Board of Directors, the Executive Committee and management are clearly

defined.

Nomination of Directors

The Company has not yet established a Nomination Committee as the majority of Directors

are shareholder representatives; conversely, Independent Directors are the representatives of minority

shareholders, selected by the Board of Directors and authorized by the Shareholder Meetings.

The Articles of Association of the Company specify that the Board of Directors must

comprise a minimum of 5 members, wherein individual Directors are to be elected and appointed at

the Shareholder Meetings, according to the following guidelines and methods.

1. For the election of Directors, the principle of the majority vote is employed. Shareholders

possess one vote for each share held.

2. Shareholders vote to elect the candidates proposed, by voting for each Director nominee in

turn.

3. Candidates receiving the highest number of votes in consecutively descending order will be

appointed Directors according to the number required or to be elected. In the event that a tie exists

between nominees but the appointment of both would exceed the number of Directors required, the

Chairman of the Meeting will cast one additional decisive vote.

At each Annual Ordinary Shareholders’ Meeting, a proportion of 1 in 3 Directors are required

to vacate their positions. In the first and second years following the Company registration, the

decision of which individual to vacate the post is decided by lottery. In successive years, the longest

serving Director will vacate his post. Directors who vacate their posts may be reappointed, according

to the consideration of the Shareholder Meetings. The removal of Directors may be conducted under 2

circumstances: by the Directors themselves, such as death and voluntary resignation, or removal by a

resolution from the Shareholders’ Meeting with a vote of not less than 3 in 4 of the shareholders in

attendance at the Meeting and with voting rights, wherein the combined number of votes is not less

than half of the number of shares held by shareholders with voting rights.

CORPORATE GOVERNANCE & MANAGEMENT STRUCTURE

DYNASTY CERAMIC PLC.

BOARD OF DIRECTORS AS AT FEBRUARY 28,2006

NO NAME POSITION

1 Mr. Roongroj Saengsastra Chairman & President

2 Gen. Yuthasak Sasiprapha

Independent Director &

Chairman of Audit committee

3 Pol.Gen. Patcharawart Wongsuwan Independent Director

4 Mrs. Pavanya Kritchat Independent Director & Audit Committee

5 Mr. Surasak Kosiyajinda Independent Director & Audit Committee

6 Mr. Chaiyasith Viriyamettakul Director

7 Mr. Suvit Smarnphanchai Director

8 Mr. Sanchai Janejarat Director

9 Mr. Chana Suthiwangcharoen Director

10 Miss. Cattleya Saengsastra

Executive Director &Company Secretary

Board of Directors’ Meetings

The Company specifies that regular Meetings are to be convened every quarter. A summons

to attend the Meeting is issued to Directors in advance, as per the requirements of the Company’s

Articles of Association. The agenda is clearly specified in the summons. Voting on resolutions at the

Meetings is carried by a majority vote; if any Directors should object to the resolution, the objection is

recorded in the Minutes of the Meeting. The Minutes are duly filed by the Company.

Directors’ attendance at Meetings in the present year is summarizing as follows

Director’s name Attendance at Meetings / No.

of Meetings convened from 1

January - 31 December 2005

1

2

3

4

5

6

7

8

9

10

Mr. Roongroj Saengsastra

Gen.Yuthasak Sasiprapha

Mrs. Pawanya Kritchart

Mr. Surasak Kosiyajinda

Pol. Gen. Patcharawart Wongsuwan

Mr. Chaiyasith Viriyamettakul

Mr. Suvit Smarnphanchai

Mr. Sanchai Janejarat

Mr. Chana Suthiwangcharoen

Miss. Cattleya Saengsastra

5/5

5/5

5/5

5/5

5/5

5/5

5/5 5/5

5/5

5/5

Sub-Committees

The Company currently has 2 Sub-Committees : the Audit Committee and the Personnel

Committee, with duties and responsibilities clearly defined in writing. Both Sub-Committees report to

the Board of Directors, who in turn selects all Sub-Committee members. In the past year, details of the

Audit Committee’s Meetings are shown below.

Director’s name Position in

Audit Committee

Attendance at Meetings / No.

of Meetings convened from 1

January - 31 December 2005

1

2

3

Gen. Yuthasak Sasiprapha Chairman

Mrs. Pawanya Kritchart Independent Director

Mr. Surasak Kosiyajinda Independent Director

4/4

4/4

4/4

Tile Top Directors’ attendance at Meetings in the year 2005 is summarizing as follows

Director’s name Attendance at Meetings / No.

of Meetings convened from

1 January - 31 December

2005

1

2

3

4

5

Mr. Roongroj Saengsastra

Miss. Cattleya Saengsastra

Mr. Chana Suthiwangcharoen

Mr. Sanchai Janejarat

Mr. Surasak Kosiyajinda

4/4

4/4

4/4

4/4

4/4

Remuneration of Directors and Executives

In order to ensure appropriate and transparent remuneration for Directors and Executives, the

Company requires the remuneration of Directors to be presented to the Shareholders’ Meeting for

consideration and approval each year. The Personnel Committee was also established to consider

remuneration for Executives; the Committee was founded with the purpose of not only determining

compensation for Executives, but also for employees. Approval is then sought from the Board of

Directors. The details of remuneration provided to Directors and Executives is presented in the

Annual Report, in accordance with Announcements of the Securities Exchange Commission and the

Stock Exchange of Thailand.

The Company has determined the remuneration for Directors in a clear and transparent

manner. The remuneration is a small proportion in relation to net profit, but is appropriate in keeping

with industry standards. Remuneration is always approved by the shareholders. In 2005, the Company

provided remuneration comprising Board of Directors’ Meeting perdiem equivalent to 30,000 Baht

per person for each Meeting, with the Chairman of the Board receiving perdiem of 40,000 Baht per

Meeting. In addition, Directors earned an allowance paid on a once yearly basis, subject to operating

performance results: the allowance for 2005 amounted to 250,000 Baht per Director. Directors also

appointed as Audit Committee Directors received additional compensation due to the increased

working hours. The President and employees received remuneration in the form of a regular monthly

salary and twice-yearly bonus. The provision of a bonus is dependent on profitability in each period

and is approved by the Board of Directors on each occasion.

In year 2005, the Company and its subsidiary provided Directors’ remuneration compared

with the previous year as follows

No. of persons Meeting perdiem (million Bath/year)

2005 2004

Dynasty Ceramic Public Co., Ltd. 10 2.1 1.6

Tile Top Public Co., Ltd. 5 0.5 0.5

Total 15 2.6 2.1

Directors allowance for bonus 10 3.5 2.8

Dynasty Ceramic PLC

Directors allowance for bonus 5 1.0 1.0

Tile Top PLC

Total Directors’ remuneration for 15 7.1 5.9

both Companies

Details of Meeting perdiem and allowance by individual Directors in 2005

Dynasty Ceramic Public Co., Ltd

Name-surname Position MeetingPerdiem

(Baht/year)

1. Mr. Roongroj Saengsastra President and 700,000

Managing Director

2. Maj. Yuthasak Sasiprapha Independent Director and 600,000

Audit Committee Chairman

3. Mrs. Pavanya Kritchat Independent Director 550,000

and Audit Committee

4. Mr. Surasak Kosiyajinda Independent Director 550,000

and Audit Committee

5. Pol.Gen.Patcharawart Wongsuwan Independent Director 400,000

6. Mr. Suvit Samanphanchai Director 400,000

7. Mr. Chaisith Viriyametakul Director 400,000

8. Mr. Chana Suthiwangcharoen Director 650,000 9. Mr. Sanchai Janejarat Director 650,000

10. Miss. Cattleya Saengsastra Director and Company Secretary 650,000

TOTAL 5,550,000

The Board of Directors’ Report

The Board of Directors is responsible for the accuracy and completeness of the consolidated

financial statements and the Company’s financial statements. The statements are prepared in

accordance with generally accepted accounting principles. Information of a significant nature is

disclosed - both of a financial and a non-financial nature - based upon actual facts that are complete

and consistent. This includes the information presented in the Annual Report. In addition, the Board

of Directors presents a report of its responsibilities in relation to the preparation of the financial

statements and the disclosure of financial reports, in the Annual Report. The content contained therein

complies with the regulations of the Stock Exchange of Thailand pertaining to compliance with good

corporate governance guidelines for listed companies.

Balance of non-Executive Directors

At present, the Board of Directors comprises 10 members, including 4 Executive Directors

and 6 non-Executive Directors. In turn, the non-Executive Directors comprise Independent Directors,

Audit Committee Directors and Directors who are representatives of shareholder groups. At Board of

Directors’ Meetings, non-Executive Directors express their opinions alongside that of Executive

Directors. With regards to voting at Board Meetings, each Director has one vote; in the event that

votes are tied, the Chairman of the Meeting will cast one additional decisive vote.

The Executive Board

For Dynasty Ceramic Public Co., Ltd. the Executive Board comprises (for the Top five positions in

company):


2. Miss. Cattleya Saengsastra Executive Director



5. Mr. Yingsak Taksinanon Vice President (Audit Office)

Executives with the position of Accounting Manager or responsible for the Company’s

accounting activities:

1. Miss. Somruethai Boonyarith Accounting Department Manager

For Tile Top Industry Public Co., Ltd. the Executive Board comprises:


2. Miss. Cattleya Saengsastra Executive Director



Executives’ Remuneration

Executive remuneration for Dynasty Ceramic Plc. And it’s Subsidiary(Tile Top Industry

Plc.)is provided in the form of a monthly salary, twice-yearly bonus provident fund and various

benefits, with 2004 remuneration compared to the previous year as below.

No. of Executives Salary/bonus (million Bt/yr)

Provident fund/ benefits

2005 2004

Dynasty Ceramic Public Co., Ltd. 5 12.1 11.2

Tile Top Public Co., Ltd. 4 3.8 3.5

Total 15.9 14.7

Note: The remuneration shown does not include that for the position of Accounting and Systems

Department Manager.

Merge or separation of positions

The Company recognizes the importance of enhancing the efficiency of the balance of

authority between Executive and non-Executive Directors. However, the positions of Chairman of the

Board of Directors and President are not separate. This is due to the nature of the Company’s

business, which requires constant adaptation of the marketing and production strategies, in order to

realize the goal of being the manufacturer with the lowest production costs and highest market share.

This calls for an individual with decision making authority, considerable knowledge and experience,

and the responsibility to implement timely plans. The person has the task of determining strategies

and implementing the policies approved by the Board of Directors’ Meetings, within the framework

specified by the Board. Moreover, the Chairman of the Board of Directors is elected by the Board of

Directors.

Manpower

The number of employees for the Company and its subsidiary as of 31 December 2005

compared with the previous year is presented as follows:

Employees (persons)

As of 31 Dec 2005 As of 31 Dec 2004 % Increase/ (decrease)

Factory HO Total Factory HO. Total Factory HO.

Dynasty Ceramic PCL. 674 90 764 543 74 617 147 24

Tile Top Industry PCL.. 771 22 793 796 27 823 (30) (4)

Total 1,445 112 1,557 1,339 101 1,440 117 8

The Company and its subsidiary provide remuneration in the form of monthly salary, bonus,

welfare, contribution to the provident fund and medical benefits as approved by the Board of

Directors. The remuneration made to employees in 2005 is summarized as follows.

Total employee remuneration (Million Baht)

2005 2004 Increase/ (decrease)

Factory HO. Total Factory HO. Total %

Dynasty Ceramic PLC.. 82 32 114 77 33 110 4 4

Tile Top Industry PLC.. 105 9 114 80 11 91 23 25

Total 187 41 228 157 44 201 27 13

The Company and its subsidiary had no significant labor disputes during the past 5 years

whatsoever.

Auditors’ Fee For Dynasty Ceramic and Subsidiaries (Baht/year)

Auditors’ Fee (Include Quarterly & Annual Report) Year 2005 Year 2004

Auditors’ Fee Dynasty Ceramic PLC. 580,000 550,000

Auditors’ Fee Tile Top Industry PLC. (Subsidiary) 415,000 390,000

Auditors’ Fee Pick And Pay Co.Ltd. (Subsidiary) Auditors’ Fee Muang Thong Ceramic Co.,Ltd. (Subsidiary) Auditors’ Fee World Wide Ceramic Co.,Ltd. (Subsidiary)

180,000

160,000

60,000

Total Auditors’ Fee For Dynasty Ceramic and Subsidiaries 1,395,000 940,000

Corporate governance policies

The Board of Directors appreciates the importance and intentions of good corporate governance in

relation to its business operations. Through out the times, the Board had operated the company

management according to the Business Law, Regulations, Board Agreement, Security and Exchange

Commission’s Restriction, and the Stock Exchange of Thailand. Furthermore, the Board had

implemented the knowledge, abilities, and experiences in the management of the organization in order

to follow the company’s vision, policy, tactic, objective, and to spend the budget efficiently.

The business is operating under the responsibility and authority of the Directors and the company’s

policy. Managing Directors and the Executive Directors will hold a meeting month in order to monitor

the company’s progress and review the plans, the suggestions, and the resolutions.

Concerning the environmental and social issues, the company is conscious and has distributed the

budget on the vacuum cleaners in the factory and the recycling water system as a way to take care of

the environment in and around the factory’s premises.

The corporate governance of the company’s subsidiaries has been conducted by the company’s

employees, who are taking responsibilities in those subsidiaries. The limitation of controlling power

depends upon the number of Directors and follows the regulations of each subsidiary.

Internal control systems

The Company established an Internal control systems policy as a business ethics that should be abided

by the whole organization. Every employee should behave as the company’s representative with

honesty. One should not disclose the secrecy to external parties nor to other employees who has no

responsibility related to the matter. One should not use the asset or information under the authority to

seek benefit for oneself and others, including any action that may cause conflicts between personal

benefit and responsibility to the organization. The company has clearly define the penalty on the

Directors or employees who reveals the internal information as a way to seek benefit for oneself and

others in the company’s regulation.

Conflict of interest

The Company has no connected transactions, in accordance with the corporate Articles of Association

which forbids Directors from engaging in business of a competitive nature with the Company.

However, if connected transactions should occur, the Company will disclose such information to the

Stock Exchange of Thailand. In the event that the connected transaction requires the authorisation of

the Shareholders’ Meeting, shareholders will receive information and Independent Directors’ opinions

together with the Meeting summons. Persons with interest in the connected transaction have no voting

rights with regard to the said transaction.

Business ethics

The Company has prepared a guideline of business ethics, covering the role and duties of Executives

and management, ethics in relation to shareholders, customers, competitors and employee ethics.

These ethical and integrity issues have been clearly specified by the Company.

Rights of various stakeholder groups

The Company takes into account the rights of various stakeholder groups and endeavours to create

added value for these groups. The Company has a responsibility to customers in terms of its products

and services : client information is treated with confidentiality and is not disclosed to other parties

without the authorization of the client. The Company’s responsibility to employees is practiced

through the provision of appropriate benefits, and the development of abilities and skills essential for

operations.

Board of Directors’ Meetings

The Company specifies that regular Meetings are to be convened at least once a year. Every

shareholder will be treated equally and the meeting has been progressed legally. A summons to attend

the Meeting is issued to Directors in advance, as per the requirements of the Company’s Articles of

Association. The agenda is clearly specified in the summons and arranged in order: the agenda on

electing the Board of Directors, the agenda on the meeting perdiem and allowance, and the agenda on

electing the Auditors as the Meeting and the disclosure of the Minute of the Meeting has been based

on the Public Company Law, Regulations of the Stock Exchange of Thailand, and the Company

Regulations. After every Meeting, the Minute of the Meeting will be prepared and reported to the

shareholders. In the past Meetings, the Boards of Directors, who namely are at least three of the

Independent Directors and the Audit Committee Directors and every Board of Directors had full

attendances and given opportunity for shareholders to express opinions freely.

Shareholder rights and equality / Shareholder Meetings

The Company’s shareholders are treated with equality and are able to freely express opinions and

raise questions at the Shareholders’ Meetings, as well as vote according to their intentions. The

Company issues a summons to attend the Meeting in advance, to allow shareholders sufficient time to

read the Directors’ opinions and the various information contained in the agenda. The Company also

forwards proxy forms together with the summons, so that shareholders may appoint a representative

to attend the Meeting and vote on their behalf in the event they are unable to do so in person.

Investor relations

The Company has consistently assigned a high priority to information disclosures that are accurate,

complete, transparent, timely and credible provided to its shareholders, investors, customers,

Government agencies and related parties, whether direct or indirect. The Company has assigned the

Securities Depository Centre of the Stock Exchange of Thailand with the responsibility of preparing

information disclosed to the Stock Exchange of Thailand, including information to be printed and

distributed to Company shareholders.

The Company has an Office of the Corporate Secretary which handles shareholder inquiries and

provides information to investors as requested. The Company also makes information available

through its website at http://www.dynastyceramic.com

http://www.dynastyceramic.com/

Connected transactions

Dynasty Ceramic Public Co., Ltd.’s connected transactions with its subsidiaries are:

1. Tile Top Industry Public Co., Ltd. - to produce ceramic floor, wall and decorative tiles for

entire sale to the Company at wholesale price. The Company subsequently acts as the subsidiary’s

sole distributor, thereby resulting in trading transactions between the two.

Furthermore, Dynasty Ceramic Public Co., Ltd. rents warehouse facilities within the

subsidiary’s factory premises for storing products purchased from Tile Top. It has also entered into an

agreement to contract Tile Top Industry PLC for the purpose of inventory management, at a fee of 4

million Baht per year.

2. The three distributors: Pick and Pay Co., Ltd, Muangthong Ceramics Co., Ltd, World Wide

Ceramics Co., Ltd are responsible for distributing all the ceramic tiles produced or purchased and sold

at wholesale prices by the company. This is thereby resulting in trading transactions between the

parties and the Distribution Right Fees are changed annually.

Since Dynasty Ceramic Public Co., Ltd. controls the financial policies of itself and its

subsidiary, during periods when Tile Top PLC experiences working capital shortages in relation to the

production of the Company’s orders, it will seek advance collection on a proportion of such orders

from the Company. There are also certain borrowing transactions made between the two, wherein the

borrowing party will issue a promissory note to the lender. Interest is calculated at the market rate on

the date of the borrowing transaction.

Dynasty Ceramic Public Co., Ltd. and its subsidiary recorded the following connected

transactions as appearing in the Notes to the Financial Statements for 2005 and 2004 as follows.

Unit : Million Baht

Consolidated financial

statement

Company financial

statement

31 Dec

05 31 Dec 04 31 Dec 05 31 Dec 04

Account receivables– Tile Top Industry PLC

- -

0.03 -

Account receivables– Pick and Pay Co., Ltd

- -

337.7 -

Account receivables– Muangthong Ceramic Co., Ltd

- -

264.4 -

Account receivables– World Wide Ceramic Co., Ltd

- -

111.8 -

Other receivables– Tile Top Industry PLC

- - - 0.03

Other receivables– Muangthong Ceramic Co., Ltd

- -

0.04

Loan with promissory note-

Tile Top Industry PLC

- - - 103.0

Loan with promissory note-

Muangthong Ceramic Co., Ltd

- -

145.0 -

Distribution Right Fee- Pick and Pay Co., Ltd

- -

0.6 -

Distribution Right Fee- Muangthong Ceramic Co., Ltd

- -

0.6 -

Distribution Right Fee- World Wide Ceramic Co., Ltd

- -

0.1 -

Unearned interest income- Tile Top Industry PLC

- - - 0.7

Unearnded interest income-

Muangthong Ceramic Co., Ltd

- -

0.9 -

Account payable - Tile Top Industry PLC

- -

35.7 -

Account payable - Pick and Pay Co., Ltd

- -

0.2 -

Account payable - Muangthong Ceramic Co., Ltd

- -

0.7 -

Account payable - World Wide Ceramic Co., Ltd

- -

0.07 -

Liability - Tile Top Industry PLC

- - - 0.3

Borrowing with promissory note-

Tile Top Industry PLC

- -

145.0 -

Accrued interest income- Tile Top Industry PLC

- - 0.2 -

Sales- Raw material - Tile Top Industry PLC

- -

24.7 27.2

Purchase- Finished good- Tile Top Industry PLC

- -

1,783.3 1,758.7

Purchase - Raw material - Tile Top Industry PLC

- -

29.4 64.5

Interest Income- Tile Top Industry PLC

- -

3.9 7.6

Rental charges - Tile Top Industry PLC

- -

0.4 0.1

Sales- Machinery - Tile Top Industry PLC

- -

1.7 -

Inventory management fee – Tile Top Industry PLC

- -

3.6 3.6

Interest expense - Tile Top Industry PLC

- -

0.3 -

Related transactions

The Company has related transactions with Tile Top Industry Public Co., Ltd., Pick and Pay

Co., Ltd, Muangthong Ceramic Co., Ltd, and Worldwide Ceramic Co., Ltd (its subsidiaries) owing to

its majority shareholding status (more than 95 percent); moreover, the Directors of the subsidiaries are

also Directors of the Company. Therefore, connected transactions have no effect on the consolidated

financial statements, nor on minority shareholders whatsoever.

The Company has no related transactions with Directors or major shareholders.

Management’s Discussion and Analysis


Analysis of the Company’s performance in 2005

The company had total revenue of 4,425 million Baht in 2005, a increase by a value of 506

million Baht or 14 percent over the previous year. The main factors were the expansion in sales

volume and the increase in selling prices. The cost of good sold for 2005 was 2,827 million Baht or 67

percents of total sales, compared with the cost of good sold in 2004 of 2,626 million Baht, equivalent

to 70 percent of sales. The ratio decreased as a result of the connected transactions between the

Company and its subsidiaries. Thus, a gross profit of 1,418 million Baht was recognized, which was

33 percents higher than the previous year’s margin. The selling and administration expenses in 2005

were 423 million Baht, which have risen by 48 million Baht from the previous year or 13 percents

increased. Most of them were spent on the transportation expenses as the consequence of the increase

in sales volume and the rise in oil prices. The Company had an interest expense of 20 million Baht,

which was 7 million Baht more than last year. A rise in cash flow had affected the net profit before

tax to be 1,031 million Baht, or 146 million Baht more than in 2004. Consequently, the Company had

the income tax appropriation of 283 million Baht, as opposed to an allocation for income tax of 2004

of 209 million Baht. Thus, in 2005, the Company had net profit after tax totaling 749 million Baht,

after recognizing the net profit of 43 million Baht earned from its subsidiary. The net profit in 2005

was 74 million Baht more than the previous year, or equivalent to 11 percents. Earning per share

(EPS) were calculated at 1.84 Baht per share, which EPS for 2004 were 1.66 Baht per share,

estimating into an increase of 0.18 Baht per share.

Analysis of the balance sheet for the Company as of 31 December 2005 compared with the

previous year.

Total assets for the Company and its subsidiary were valued at 3,425 million Baht and

increased by a value of 852 million Baht from last year due to investment on shares of the 3

distributors. Even though there was a growth in sales, the Company’s accounts receivables, which as

of the end of December 2005, dropped by 410 million Baht, yet its subsidiaries’ receivables rose by

714 million Baht. Inventory at the close of the year was recorded at 549 million Baht or 137 million

Baht more than last year. Total current assets for the Company and its subsidiary were 1,694 million

Baht and rose by 479 million Baht from the previous year. The amount of investments in its

subsidiaries (Tiletop Industry Public Co., Ltd, Pick and Pay Co., Ltd, Muangthong Ceramics Co., Ltd,

and Worldwide Ceramics Co., Ltd) increased from 584 to 646 million Baht. The value of property,

plant and equipment rose from last year, having a book value at the end of 2004 totaling 1,018 million

Baht, or an increase of 312 million Baht. The purchases of additional fixed assets were 479 million

Baht in 2005, which most of them were the projects to increase production capacity.

Total liabilities for the Company and its subsidiary were 1,578 million Baht, providing a debt

to equity ratio of 0.9 times, compared to last year’s ratio of 0.6. Total debt to Shareholders’ equity was

boosted as a result of an over budget and rise in short-term loans of 384 million Baht. In addition, the

company had given loan to its subsidiaries, totaling of 145 million Baht. Total account payables of the

Company and its subsidiaries had risen by 113 million Baht. Accumulated net profit increased by 202

million Baht, which resulted in an shareholders’ equity of 1,847 million Baht, or a par value of 4.53

Baht

Note: refer to the details in the consolidated financial statements, including the Notes to the

financial statements, for the operating performance and financial status of the Company and its

subsidiary.

Analysis of Consolidated Financial Statements for the year ended 31 December 2005

Analysis of the Company and its subsidiaries’ performances

In 2005, the Company earned total revenue of 4,225 million Baht, a rise by 516 million Baht,

or 14 percent from the previous year as a result of an increase in sales volume and the rise in selling

price. The cost of good sold were 2,710 million Baht or 64 percents of the sales revenue, compared

with the cost of good sold of 2,402 million Baht or 64 percents in 2004. The gross profit of 2005 was

1,545 million Baht, or 36 percent of the sales revenue and the cost of good sold in both years were

relatively equivalent due to the connected transactions between the Company and its subsidiaries. The

selling and administration expenses in 2005 were 494 million Baht, which have risen by 97 million

Baht from the previous year. Most of them were spent on the transportation expenses as the

consequence of the increase in sales volume and the rise in oil prices and the selling and

administration expenses. The Company had an interest expense of 30 million Baht, which was 12

million Baht more than last year. A rise in cash flow had affected the net profit before tax to be 1,067

million Baht, or 99 million Baht more than in 2004. Consequently, the Company had to withhold the

income tax appropriation of 318 million Baht, as opposed to an allocation for income tax of 2004 of

289 million Baht. Thus, in 2005, the Company and its subsidiaries had net profit after tax totaling 749

million Baht. Earning per share (EPS) were calculated at 1.84 Baht per share, which EPS for 2004

were 1.66 Baht per share, estimating into an increase of 0.18 Baht per share.

Analysis of the consolidated balance sheets for the Company and its subsidiaries as of 31

December 2005 compared with the previous year.

Total assets for the company and its subsidiary were valued at 4,144 million Baht and

increased by a value of 841 million Baht from last year, or alternatively 25 percents. A take over of

three distributors resulted in account payables as of December 2005 of 265 million Baht, or 408

million Baht less than the previous year. Inventory levels were 1,132 million Baht, which have risen

by 570 million Baht from the year before. Total current assets of the Company and its subsidiary were

1,492 million Baht and rose by 217 million Baht from last year. The value of property, plant, and

equipment rose from last year, having a book value as of December totaling 2,545 million Baht.

During the year 2005, there were investments on expanding the production capacity and purchase of

additional fixed asset, as a result, the book value of land, building, and equipment have risen by 372

million Baht.

Total liabilities for the Company and its subsidiary were 2,273 million Baht, providing a debt

to equity ratio of 1.21 times. This was resulted from a rise in cash flow of 587 million Baht in

comparison with last year’s shareholders’ equity of 1,871 million Baht, or a boost of 201 million Baht

in the net profit.

Note: Refer to the details in the consolidated financial statements, including the Notes to the Financial

statements for the operating performance and financial status of the Company and its subsidiaries.

LIQUIDITY RATIO

Unit 2005 2004 2003

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Company

Current Ratio times 0.7 1.1 0.8 1.3 0.6 1.2

Quick Ratio (Acid test) times 0.2 0.7 0.4 0.9 0.4 1.0

Account Receivable Turnover times 9.1 9.1 6.0 6.0 5.6 5.6

Account Receivable turnover days 40 40 61 61 66 66

Inventory turnover times 3.2 5.9 4.6 7.6 5.7 9.9

Average Sales Turnover days 114 62 79 48 64 37

Account Payable Turnover times 6.7 16.2 6.6 19.3 7.4 18.5

Average Account Payable

Turnover days 54 22 56 19 49 20

Cash Cycle days 100 80 84 90 80 83

PROFITABILITY RATIO

Unit 2005 2004 2003

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Company

Gross Profit Margin % 36.9 34.3 37.0 34.1 34.3 32.8

Net Profit Margin % 17.4 17.4 17.8 17.3 15.6 15.8

Return on equity % 40.0 40.5 40.4 41.0 34.7 35.2

Unit 2005 2004 2003

EFFICIENCY RATIO

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Company

Return on Asset % 18.1 21.9 20.4 26.2 15.8 18.2

Return on Fixed Asset % 29.4 69.2 31.1 87.8 22.2 70.3

Asset Turnover times 1.0 1.2 1.1 1.5 1.0 1.1

Unit 2005 2004 2003

FINANCIAL POLICY

RATIO

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Company

Debt to Equity Ratio times 1.2 0.9 1.0 0.6 1.2 0.9

Times Interest earned times 33.1 45.6 62.3 87.7 47.5 15.1

Per Share Unit 2005 2004 2003

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Consolidated

Financial

Statement

Company

Booked Value Baht 4.59 4.53 4.09 4.03 3.55 3.50

Earning per Share Baht 1.84 1.84 1.66 1.66 1.23 1.23

Growth rate Unit 2005 2004 2003

Consolidated

Financial

Statement

Company

Consolidated

Financial

Statement

Consolidated

Financial

Statement

Company

Total Assets % 25.5 33.1 4.1 (6.6) 13.5 30.8

Total Liabilities % 39.2 70.0 (5.4) (30.1) 21.8 77.3

Sales Revenue % 13.8 13.5 18.1 18.1 40.6 40.6

Selling and Admin. Expense % 22.1 12.4 7.8 14.5 24.7 30.7

Net profit(loss) % 10.9 10.9 34.5 34.5 38.0 39.2

Board of Directors’ Responsibility for Financial Reporting

The Board of Directors is responsible for Dynasty Ceramic Public Company

Limited’s financial statements and Dynasty Ceramic Public Company Limited’s and its

subsidiaries’ consolidated financial statements, including the financial information presented

in this annual report. The aforementioned financial statements are prepared in accordance

with generally accepted accounting principles, and transparently disclosed in the notes to

financial statements for the company’s shareholders and investors.

The Board of Directors has provided and maintained a risk management system and

appropriate and efficient internal controls to ensure that accounting records are accurate,

reliable and adequate to protect its assets and uncover any weakness that may be present in

order to prevent fraud or materially irregular operations.

In this regard, the Board of Directors has appointed an Audit Committee to be

responsible for reviewing the accounting policy, financial reports, internal controls, internal

audit, and risk management system. The Audit Committee has also reviewed a disclosure of

related party transactions. All their comments on these issues have been included in the Audit

Committee Report which is presented in this annual report.

The financial statements of the company and the consolidated financial statements of

the company and its subsidiaries have been examined by an external auditor, Dhammanitti

Audit Offices Limited. To conduct the audits and express an opinion in accordance with

generally accepted auditing standards, the auditor was provided with all of the company’s

records and related data as requested. The auditor’s opinion is presented in the auditor’s

report as part of this annual report.

The Board of Directors believes that the company’s overall internal control system has

functioned up to a satisfactory level and rendered credibility and reliability to Dynasty

Ceramic Public Company Limited’s financial statements and Dynasty Ceramic Public

Company Limited’s and its subsidiaries’ consolidated financial statements for the year ended

31 December 2005.The Board of Directors also believes that all these financial statements

have been prepared in accordance with generally accepted principles and related regulations.

(Roongroj Saengsastra) ( Gen.Yuttasak Sasiprapha)

Chairman of the Board Chairman of the Audit Committee

Corporate references

Registrar Securities Depository (Thailand) Co., Ltd.

The Stock Exchange of Thailand Building,

Address 52 Ratchadapisek Road, Klongtoey Sub-district,

Klongtoey District, Bangkok 10110

Tel. 0-2229-2800, 02-654-5599 Fax. 02-359-1259

Corporate auditors Mr. Pichai Dachanaphirom,

Certified Public Accountant Registration Number 2421

Dhammanitti Audit Co., Ltd.,

Address. 267/1 Pracharatch Sai 1,

Tel. 0-2587-8080 Fax. 02-586-0301

Legal counsel Jaturadhamma Legal Office

Address. 130-132 Akaranuphongse Building

Krungkasem Road, Bangkhunprom Sub-district,

Phra Nakhon District, Bangkok 10200

Financial consultants - none –

Consultants or contractual - none -

management

Dcc 05

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