Loxley Public 2010 EN.pdf · trend and opportunities in 2010-2011. 02 Mr. Pairote Lamsam, Chairman...

Annual Report

2010

Loxley PublicCompany Limited

Contents Annual Report 2010 Loxley Public Company Limited

2 Background, Major Changes and Developments 4 Vision & Mission 5 Message from the Chairman 6 Activities in 2010 8 Financial Summary 9 Revenue Structure 10 Corporate Structure 12 Subsidiaries’ Organization Chart 14 Board of Directors 16 Executive Board 18 List of Department Management 19 Directors in the Subsidiaries Directly Owned by Loxley 20 ICT Business Group 25 Technology Business Group 28 Project Business Group 31 Trading Business Group 35 Service Business Group 37 Special Project Group 38 Joint Venture Business Group 41 Support Units 43 Corporate Social Responsibility 44 Risk Factors 45 Legal Dispute 46 Details of the Company 47 Capital Structure 49 Details of Ownership in Loxley Subsidiaries and Associated Companies 53 Management 61 Executives Remuneration 62 Corporate Governance 67 Personnel 68 Information of Company Executives 75 Information of Directors in Holdings Position in Subsidiaries, Associated & Related Companies 77 Information of Directors in the Subsidiaries 80 Internal Control and Audit 81 Report of Board’s Responsibility for Financial Report 82 Report of the Audit Committee 84 Related Party Transactions 89 Elaboration and Analysis of Operating Results and Financial Status 91 Audit Report of Certified Public Accountant 93 Financial Statements 152 Auditor Remuneration, Other Parties

2 Loxley Public Company Limited

BACKGROUND, MAJOR CHANGESAND DEVELOPMENTS

Loxley Company Limited has operated its business for over 70 years. It was founded on 15 January 1939 under the name Loxley Rice Company (Bangkok) Limited as a joint venture between Ng Yuk Long Lamsam and Andrew Beattie of W.R. Loxley Company of Hong Kong. Initially, the Company’s main activities were exports of agricultural products of Thailand, including rice and timbers.

For over seven decades, the business has grown from strength to strength. In 1957, the Company’s name was changed to Loxley (Bangkok) Company Limited and expanded its export businesses as well as distribution of foreign products including industrial products and advanced technology products. Due to its outstanding performance, the Company had attracted a huge number of leading local and foreign corporations, many of which later became the company’s business partners. By the year 1988, with an aim to meet the ever-changing market demands, the Company expanded its business to cover technology.

On 1 April 1993, the Company was transformed into a public company, being listed on the Stock Exchange of Thailand under the name of Loxley Public Company Limited. Our shares began to be traded on 25 January 1994 under the designation “LOXLEY” in the commercial group of stocks.

The Company has always committed to operating its business with a comprehensive range of products and services, focusing on sustainable growth in order to cater clients’ needs and to manage our assets in accordance with the value-added principle for maximum benef its of shareholders, employees, and the society.

3Annual Report 2010

Three eras of Loxley’s 72-year development

• TheFirstEra:from1939to1952 The Company commenced its operation by exporting agricultural products,

including rice and timbers, prior to expansion of imports of products after the World War II.

• TheSecondEra:from1953to1987 Most of the Company’s imported products, which included machines,

electrical appliances, and motors, were from England. Later, various categories of products were imported from Asian and other western countries, such as motors from Japan, cosmetics from Korea, Olivetti typewriter from Italy. The Company’s experience in advanced technology products in this era has contributed to unrivalled expertise in the area of technology in later years.

• TheThirdEra:from1988topresent Loxley has expanded the business to cover public utility

infrastructure, telecommunication, energy, information technology and communications, as well as consumer products and services. It has not only developed its own working systems and products, but also been distributors and joint ventures of internationally-recognized products and technology. The Company has presently met consumers’ demands with a wide range of products.


“INSPIRED CHOICE FOR CUSTOMERS, BUSINESS PARTNERS AND INVESTORS”

We seek to provide greater value in products and services to ensure complete customer satisfaction.

We strive to keep ahead of market changes and foster a climate of business innovation.

We seek to maintain our leadership in the area of information technology for our business progress.

We seek to continually strengthen our financial and human resources.

We shall adhere to the fair conduct of business for our shareholders, employees and society.

Mission

Vision

Message from the ChairmanIn 2010, the Thai economy was hard hit by a number of factors.

Among others, political unrest, natural disasters and the adverse effects of global climate change affected the price level of consumer goods in the f irst half of the year while the appreciation of the Thai Baht weighed on the country’s economic performance towards the end of the year. Those challenges posed a negative impact on overall operation of business sector. Ongoing government projects, however, eased some of the pressure and helped boost, to some extent, the conf idence of private investors. To deal with this uncertain economic climate, Loxley Public Company Limited (Loxley) operated its businesses with more prudence by adhering to logical business principles.

However, Loxley was not immune to the above-mentioned negative factors. In 2010, the Company and its subsidiaries posted a net loss of the 138.86 million Baht on revenue of 10,413.06 million Baht. The main factor behind the loss was recognition of doubtful loans to Loxley GTECH Technology Co., Ltd., an associate company that signed an agreement to be the distributor of the three-and two-digit online lottery project for the Government Lottery Office of Thailand on July 2005. The project has been delayed with no official date set when it will begin.

Loxley celebrated its 72nd anniversary as an operating business entity on 15 January 2011. Throughout the years, the Company has overcome both national and global economic crises through its unwavering commitment to operate its businesses with good governance and in an ethical manner in tandem with social responsibility. The Company plans to maintain this policy in order to achieve business sustainability.

On behalf of the Board of Directors, I would like to thank our shareholders, customers, partners, business alliances, as well as the management and staff, who have supported the Company’s operations. With your solid support, the Company has been robust, prospered and contributed to national development during the past years. I am conf ident that the Company will go forward in the coming years due to its great potential and sound support.

(Mr. Pairote Lamsam) Chairman of the Board of Directors

5Annual Report 2010


01 Loxley Public Company Limited held the “Top Management Seminar 2010”, brainstorming ideas on the Company’s business trend and opportunities in 2010-2011.

02 Mr. Pairote Lamsam, Chairman of Loxley Public CompanyLimited, together with the Company’s senior executives, welcomed and entertained the business representatives from Israel, weaving good trade relations. Israeli Ambassador to Thailand, His Excellency Itzhak Shoham, graciously joined the welcoming event.

04 Loxley Public Company Limited presented guardhouses to Tungmahamek and Tha Rua Police Station Offices for convenience in working and safeguarding. Police Major-General Chaktip Chaichinda, City Police Chief was the representative to receive the guardhouses.

03 Mr. Pairote Lamsam, Chairman of Loxley Public Company Limited, presided over a contract-signing ceremony appointing Loxley as master franchise of Dohtonbori Co., Ltd., owner of two Japanese restaurant brands, Dohtonbori Okonomiyaki, and Tetsumen Ramen. Both brands will soon be branched out in Thailand.

05 Mr. Dhongchai Lamsam, President andDr. Sompop Chareonkul, Executive Vice President of Loxley Public Company Limited, congratulated the new president and administrative committee of the Business Journalists Association.

06 Mr. Vasant Chatikavanij, Executive Vice President of Loxley Public Company Limited, presided over a seminar entitled “Social Network: Function or Fashion?” to creating understandings on online social network among the company’s staff.

07 To support Thai small and medium enterprise (SME) operators to do business in Vietnam, Loxley Public CompanyLimited joined hands with the Department of Industrial Promotion holding a signing ceremony of the “Trade Cooperation in the Socialist Republic of Vietnam” between Loxley Public Company Limited and SME operators under the Industrial Production Development project.

Activities in 2010

01

02

03

04

06

07

05

7Annual Report 2010

08 Law Enforcement Technology Solutions Co., Ltd., a subsidiary of Loxley was appointed by Samsung Techwin Security Solution Division Co., Ltd. of Korea and Bangkok OA Coms Co., Ltd., as main sales representative of Samsung Security closed-circuit televisions.

09 Loxley Public Company Limited organized the second Energy Conservation Project in 2010 with an attempt to instill awareness on energy use among the company’s staff. Mr. Dhongchai Lamsam, President, and Lt. Suchin Baholyodhin RTN, Executive Vice President of Loxley, joined the project’s official opening ceremony.

10 Loxley Public Company Limited held a press conference on the company’s corporate social responsibility (CSR) project for sustainable development of the company, its employees and the society.

11 Loxley Public Company Limited, led by Executive Vice Presidents, Lt. Suchin Baholyodhin RTN and Mr. Suraphand Bhasitnirandr, together with the company’s executives and staff, humbly offered good wishes and paid homage to HM the King Bhumibol Adulyadej.

12 Loxley Public Company Limited and Loxley Trading Co., Ltd., handed over consumer goods to Bangkok Governor ML Sukhumbhand Paribatra in charity for victims of the social unrest in Bangkok.

13 Loxley Plc.’s Consumer Electronics Department led by Mr. Suroj Lamsam, Executive Vice President, held a pressconference launching the “i-KooL Real 3G”, a new brand which is used to penetrate the Thai 3G telecom market.

14 Loxley Public Company Limited gave a donation to the International Red Cross Society via the Thai Red Cross Society to help the earthquake victims in Haiti.

08

11

1312

09

10

14


Financial Summary

Total Revenues

Net Prof it (Loss)

Earning (Loss) per share (Baht)

Total Assets

Total Liabilities

Paid-up shares

Share Par Value (Baht)

Shareholders’ Equity

Dividend per share (Baht)

Dividend to Net income Ratio (%)

* The adoption of Thai Accounting Standard (TAS) 19 “Employee Benef it” has been applied retrospectively, thus theaudited f inancial statement for 2009 restated for comparative purposes.

* The adoption of Thai Accounting Standard (TAS) 19 “Employee Benef it” has been applied retrospectively, thus theaudited f inancial statement for 2009 restated for comparative purposes.

Summaryof2010operatingresultsofLoxleyPublicCompanyLimitedanditssubsidiaries:

Assets: Total assets as at 31 December 2010 amounted to Baht 9,792.86 million ; a decrease of Baht

356.66 million or 3.51% under the 2009 level.

Shareholders’Equity: Shareholders’ equity as at 31 December 2010 was Baht 4,234.76 million ; a decrease of Baht

69.63 million or 1.62% under the 2009 level.

Revenues: Total revenues for 2010 was Baht 10,413.06 million, representing an increase of Baht 132.82

million or 1.29% from the Baht 10,280.24 million level of 2009.

NetIncome(Loss): In 2010, Loxley and its subsidiaries recorded a net loss of Baht 138.86 million and net loss

Baht 310.17 million in 2009

FinancialRatio

10,413.06

(138.86)

(0.07)

9,792.86

5,558.10

2,000.00

1.00

4,234.76

N/A

N/A

10,280.24

310.17

0.16

10,149.52

5,845.13

2,000.00

1.00

4,304.39

-

0%

10,330.83

(1,986.71)

(0.99)

8,681.49

4,434.58

2,000.00

1.00

4,246.91

-

0%

Item 2010 2009*(Restated) 2008

Financialratio 31December201031December2009

*(Restated) 31December2008

Net prof it (loss) to total revenue

Return on equity

Return on total assets

Earning per share (Baht)

Net book value per share (Baht)

-1.33%

-3.25%

-1.39%

-0.07

2.12

3.02%

7.25%

3.29%

0.16

2.15

-19.23%

-45.90%

-22.10%

-0.99

2.12

Unit : million BahtLoxleyPublicCompanyLimitedandItsSubsidiaries

9Annual Report 2010

Company Revenue StructurePresented by Business Segment

(ANNOUNCEMENT56-2FROMCOMMITEESOFSTOCKEXCHANGEOFTHAILAND)COMPARED

INFORMATIONFORTHESAMEPERIODENDED2010,2009AND2008

LoxleyPublicCompanyLimitedandSubsidiaries

REVENUESTRUCTURE 2010 2009 2008

TOTALREVENUE

5,382.00

2,978.00

406.00

1,511.00

485.00

2.00

4,580.00

4,355.00

225.00

803.00

750.00

53.00

10,765.00

(382.00)

30.00

10,413.00

%C.SIZE

51.69

28.60

3.90

14.51

4.66

0.02

43.98

41.82

2.16

7.71

7.20

0.51

103.38

(3.67)

0.29

100.00

TOTALREVENUE

5,362.00

3,464.00

449.00

1,325.00

98.00

26.00

4,263.00

4,182.00

81.00

745.00

690.00

55.00

10,370.00

(204.00)

114.00

10,280.00

%C.SIZE

52.16

33.70

4.37

12.89

0.95

0.25

41.47

40.68

0.79

7.25

6.71

0.54

100.88

(1.98)

1.11

100.00

TOTALREVENUE

5,398.00

3,834.00

567.00

782.00

201.00

14.00

4,507.00

4,405.00

102.00

693.00

639.00

54.00

10,598.00

(333.00)

66.00

10,331.00

%C.SIZE

52.25

37.11

5.49

7.57

1.95

0.14

43.63

42.64

0.99

6.71

6.19

0.52

102.58

(3.22)

0.64

100.00

1. TECHNOLOGY

1.1 ICT BUSINESS GROUP

1.2 TECHNOLOGY BUSINESS GROUP

1.3 PROJECT BUSINESS GROUP

1.4 SPECIAL PROJECT GROUP

1.5 JOINT VENTURE BUSINESS GROUP

2. TRADING

2.1 TRADING BUSINESS GROUP

2.2 INTERNATIONAL BUSINESS GROUP

3. SERVICESANDOTHERS

3.1 SERVICE BUSINESS GROUP

3.2 FINANCE & ADMIN / OTHERS

TOTALREVENUE

LESS RELATED TRANSACTION

ADD UNALLOCATED OTHER REVENUE

GRANDTOTALREVENUE


•Telecommunication

NetworkDept.

•LearningMediaDiv.

•LoxleyWirelessCo.,Ltd.

•LoxbitPlc.

•Professional

ComputerCo.,Ltd.

•NetONE

NetworkSolutionCo.,Ltd.

•DigitalScreenPlayCo.,Ltd.

•ConsumerElectronicsDept.

•Printing&Advanced

TechnologyDept.

•Business

CommunicationDept.

•Intelligent

CommunicationsDept.

•DataMiningCo.,Ltd.

•LoxleyPropertyDevelopment

Co.,Ltd.

•BroadcastDept.

•Transportation

SystemsDept.

•ControlSystemsDept.

•PowerSystemsDept.

•Environmental

BusinessDept.

•PowerInfraDiv.

•ChemicalGroup

•Construction

MaterialsDept.

•UpcountryBusinessDept.

•InternationalBusinessDept.

•PartsZone(Thailand)Co.,Ltd.

•LoxleyTradingCo.,Ltd.

ICTBusiness Group

TechnologyBusiness Group

ProjectBusiness Group

Trading Business Group

CorporateStructure

11Annual Report 2010

Board of DirectorsAudit Committee Nominating & Remuneration Committee

Executive Board

President

Internal Audit Dept.Human Resources Dept.

AdvisorFinance & Administration GroupCorporate Communication Dept.

•AsiaSecurityManagementCo.,Ltd.

•OrientalPostCo.,Ltd.

•SpecialProjectDept. •OnlineLotteryDept.

•LSolar1Co.,Ltd.

•BP-Castrol(Thailand)Limited

•ThaiFiberOpticsCo.,Ltd.

•LoxleyGTECHTechnologyCo.,Ltd.

•GuardfireLimited

•Foseco(Thailand)Limited

•BlueScopeLysaght(Thailand)Limited

•BlueScopeSteel(Thailand)Limited

•MuangThaiInsurancePlc.

ServiceBusiness Group

SpecialProject Group

Joint VentureBusiness Group


Telecommunication Network Dept.

Learning Media Division

IT Group

ICT Business Group

Consumer Electronics Dept.

Printing & Advanced Technology Dept.

Business Communication Dept.

Intelligent Communications Dept.

Information Technology Business

Property Development and Services

Professional Computer 99%

L Hardware and Services 99%

Loxbit PA Plc. 99%

Thai Gateway 99%

Digital Screen Play 70%

NetONE Network Solution 99%

Broadcast Dept.

Transportation Systems Dept.

Control Systems Dept.

Project Business Group

Power Systems Dept.

Power Infra Div.

Environmental Business Dept.

Technology Business Group

Subsidiaries’ Organization Chart

Loxley Wireless 99%

Loxbit Plc. 99%

Data Mining 99%

Loxley Property Development 59%


Security Services

Post Production Business

Remark:*Notyetstartedprincipalcommercialoperations

Chemical Group

Construction Materials Dept.

International Business Dept.

Upcountry Business Dept.

Special Project Dept.


Service Business Group

Joint Venture Business Group

Special Project Group

• Online Lottery Dept.

• Loxley Joint and Hold 99%

• L Solar 1 45%

• Thai Fiber Optics 40%

• Loxley GTECH Technology 35%

• Guardfire 30%

• Foseco (Thailand) 26%

• BlueScope Lysaght (Thailand) 25%

• BlueScope Steel (Thailand) 25%

• Muang Thai Insurance Plc. 5%

Jago * 99%

Loxley Global 51%

Asia Security Management 69%

Oriental Post 50%

Parts Zone (Thailand) 60%

Loxley Trading 50%

Societe Commercial Lao 67%

BP - Castrol (Thailand) 40%


Mr. Pairote LamsamChairman

Mr. Sirin NimmanahaemindaIndependent Director

Mr. Poomchai LamsamDirector

Mr. Sukit WangleeVice Chairman

Dr. Supavud SaicheuaIndependent Director

Mr. Vasant ChatikavanijDirector

Mr. Dhongchai LamsamPresident

Mr. Charoon ChinalaiIndependent Director

Mr. Suraphand BhasitnirandrDirector

Board of Directors


Dr. Harit SutabutrIndependent Director

Mr. Dusit NontanakornIndependent Director

Dr. Sompop ChareonkulDirector

Dr. Wissanu Krea-ngamIndependent Director

Mr. Supachai WangleeDirector

Mr. Suebtrakul SoonthornthumDirector

Mr. Suroj LamsamDirector


Lt. Suchin Baholyodhin RTNExecutive Vice President

Mr. Dhongchai LamsamPresident

Dr. Jingjai HanchanlashExecutive Vice President

Mr. Suebtrakul SoonthornthumSenior Executive Vice President

Executive Board


Mr. Trichakr TansuphasiriExecutive Vice President

Lt. Chalermchoke LamsamExecutive Vice President

Mr. Vasant ChatikavanijExecutive Vice President

Mr. Suraphand BhasitnirandrExecutive Vice President

Dr. Sompop ChareonkulExecutive Vice President

Mr. Suroj LamsamExecutive Vice President


SENIOR VICE PRESIDENT1. MRS. SUGANYA VEERAKIATKIJ ADMINISTRATION & GENERAL AFFAIRS2. MR. TIWA CHANGPINYO TRANSPORTATION SYSTEMS3. MR. ANUSONE RUTHAIYANONT OFFICE OF THE PRESIDENT4. MR. THONGCHAI KONGSAKPHAISAL CHEMICAL INDUSTRY5. MR. SAKCHAI VEERASAKWATTANA CHEMICAL INDUSTRY6. MR. PRASERT SHUSANG (PH.D) SPECIAL PROJECT7. MR. NARISORN MANASPITI ONLINE LOTTERY8. MR. THONGYAI CHANTHANAWAN BUSINESS COMMUNICATION9. MR. CHAMNAN CHOTCOMWONGSE INTERNAL AUDIT10. MR. SUPAT KARACHALKUL FINANCIAL MANAGEMENT11. MR. PRASERT SUVITHYASIRI INTERNATIONAL BUSINESS

VICE PRESIDENT1. MR. WIROTE LIMPANAWATTANAKUL TRANSPORTATION SYSTEMS2. MR. KOMSON RUNGRUENSORAKARN CORPORATE COMMUNICATION3. MISS PATRA LAOHAPOLWATANA INTERNATIONAL LEGAL AFFAIRS4. MR. TIM TAK TIMMOTHY WONG BUSINESS COMMUNICATION5. MISS NALINEE BIJAISORADAT INFORMATION SYSTEMS6. MISS SARIPORN PRUKSATHORN ACCOUNTING MANAGEMENT7. MR. SUTON RAKPRATHED BROADCAST8. MR. SONGPOL KRITSANAPAN CONTROL SYSTEMS9. MR. PATTARA POJANAPANICH BROADCAST10. MISS PIYAPORN CHATUPARISOOT ONLINE LOTTERY11. MR. NIMIT PRASERTSUK POWER SYSTEMS12. MR. SANIT RATANAVADI CONSTRUCTION MATERIALS13. MR. DAWARIT TANSUPHASIRI (PH.D) HUMAN RESOURCES14. MR. ANUCHA DUNGSIRISANGTHONG CHEMICAL INDUSTRY15. MRS. SUPHATTRA BUSARAKUL PRINTING & ADVANCED TECHNOLOGY16. MR. ARTHASITH KATANYUTANON SPECIAL PROJECT17. MR. PICHAI MOOPUTTARAK LEGAL & SECURITIES18. MR. NATTAPON DEJVITAK TRADING BUSINESS GROUP’S ADMINISTRATION19. MR. KITTICHAI RAKTAKANIT GREEN SOLUTION

ASSISTANT VICE PRESIDENT1. MR. TAWEEWAT TACHAKUMTORNKIT ENVIRONMENTAL BUSINESS2. MR. WERASAK PATTARAPAKORN TRANSPORTATION SYSTEMS3. MR. WICHAN WITOONKITWANICH CHEMICAL INDUSTRY4. MRS. SUDKANUENG MALITHONG OFFICE OF THE PRESIDENT5. MISS MALINEE SAHAVONGJAROEN ACCOUNTING MANAGEMENT6. MRS. KRUARMAS PUWATTANAVANICH FINANCE & CREDIT7. MRS. WANIDA SANGKAEW CONSUMER ELECTRONICS8. MRS. THAVEERATANA LEELANUJA CORPORATE SOCIAL RESPONSIBILITY

List of Department Management


Directors in the Subsidiaries Directly Owned by LoxleyLOXLEY WIRELESS CO., LTD.1. MR. DHONGCHAI LAMSAM2. MR. VASANT CHATIKAVANIJ3. LT. CHALERMCHOKE LAMSAM4. MR. THONGYAI CHANTHANAWAN (MD)5. MR. TIM TAK TIMMOTHY WONG 6. MR. WERACHAI KITSIRISIN

SOCIETE COMMERCIAL LAO CO., LTD.1. MR. SUEBTRAKUL SOONTHORNTHUM2. DR. SOMPOP CHAREONKUL3. DR. JINGJAI HANCHANLASH4. MRS. VANIDA EKSAENGSRI5. MR. VIPHET SIHACHAKR6. MRS. SANGMANEE VIYAGATE

PARTS ZONE (THAILAND) CO., LTD.1. MR. SURAPHAND BHASITNIRANDR 2. MR. GRAHAM STORAH 3. MR. WACHIRA YONGYAI (MD)4. MR. KEATTISAK IAMSRI5. MR. PONGTHEP SURATTANAVONGKUL6. MR. VICHAI PHANCHET7. MRS. NATAKON SA-NGUANSIN

LOXLEY PROPERTYDEVELOPMENT CO., LTD.1. MR. PAIROTE LAMSAM2. MR. DHONGCHAI LAMSAM3. MR. SUEBTRAKUL SOONTHORNTHUM4. MR. VASANT CHATIKAVANIJ5. MR. SURAPHAND BHASITNIRANDR6. MR. SUROJ LAMSAM (MD)7. LT. CHALERMCHOKE LAMSAM 8. MRS. SUGANYA VEERAKIATKIJ

LOXLEY TRADING CO., LTD.1. KHUNYING CHATCHANI CHATIKAVANIJ2. MR. PAIROTE LAMSAM3. MR. SUPHOT WANGLEE4. MR. DHONGCHAI LAMSAM5. MR. SUEBTRAKUL SOONTHORNTHUM6. DR. SOMPOP CHAREONKUL7. MR. SURAPHAND BHASITNIRANDR8. MR. PHEAT WANGLEE9. MRS. KOSOOM SINPHURMSUKSKUL (MD)

LOXBIT PLC.1. MR. VASANT CHATIKAVANIJ2. MR. SAKNARONG SAENGSANGAPONG (MD)3. MRS. VANIDA VIRIYATHARANGKUNR4. MR. TIM TAK TIMMOTHY WONG5. MRS. PUANGKAEW POJANAPANICH6. MR. THAVISAKDI THANGSUPHANICH 7. MR. KITTICHAI RAKTAKANIT8. MRS. VONGTHIP CHUMPANI

DATA MINING CO., LTD.1. MR. DHONGCHAI LAMSAM2. MR. SUEBTRAKUL SOONTHORNTHUM3. MR. VASANT CHATIKAVANIJ4. MR. SUROJ LAMSAM 5. MRS. SUGANYA VEERAKIATKIJ6. MRS. SUDKANUENG MALITHONG

PROFESSIONAL COMPUTER CO., LTD.1. MR. SAKNARONG SAENGSANGAPONG (MD)2. MR. PORNRAPEE ABHAKORN3. MRS. VANIDA VIRIYATHARANGKUNR4. MISS KAMOLTHORN MALAVICHAI

ASIA SECURITY MANAGEMENT CO., LTD.1. MR. DHONGCHAI LAMSAM2. MR. SUEBTRAKUL SOONTHORNTHUM3. MR. CHUSAK BHACHAIYUD4. ADM. TAVEECHAI LIENGPHIBOON5. AM. ADIREG SASTARARUCHI6. DR. SOMPOP CHAREONKUL7. MR. KARN THONGYAI (MD)8. MR. SUPAT KARACHALKUL9. MR. ZAMIR ELDAR10. MR. SHAI MEIRAV11. MR. EHUD HERBST12. MISS OSNAT LEVAV


Introduction The Group has been separated into 2 business divisions,

i.e., Telecommunications, and Computer products, where the Telecommunications Business Division is responsible for complete telecommunications infrastructure services, telecommunications equipment distribution, and wireless broadband internet services, while the Computer Business Division is responsible for fififfiinancial and banking services, IT, and computer services.

With rapid innovation development of communication, telecommunication equipment and computers, there are constant changes of customer demands. The Group has always strived to be a leader in ICT business by creating business relations with international technology owners. In addition, to build up customers’ confiffiidence in the company’s products and services, the Group has also developed a team of experts who are well certififfiified in particular fififfiields.

Telecommunication Network Department

Scope of Products or ServicesThe Department distributes products and provides

services in site survey, system design, procurement, installation, test, commissioning and warranty for large scale telecommunication systems including fiffiifiber optic, microwave, satellite earth station, base station systems for mobile phones

and van. The Department provides high quality imported and local products that meet customers’ requirements. In addition, the Department also acts as a distributor and installation & maintenance service provider for NEC LG-Ericsson and Alcatel.

Market and CompetitionThe competition in this business is quite high and has

tendency to be more serious because of the government e-Auction regulations. The Department concentrates on tendering projects which some competitors are foreign suppliers.

The Department emphasizes on service quality by providing suitable products which meet customers’ business and requirements, including an effective on time delivery even when the expenditure cost is a factor.

The Department’s main customers include state enterprises and the government sector. Its telephone systems or internal communication systems for medium-size organizations markets are hotel businesses, banking, other organizations excluding government entities, and supply chain businesses. The Department’s solid reputation, highly-valuable expertise, dedicated customer loyalty and trust, and lengthy business occupancy contribute towards our success and sustainable competitive position.

Ongoing Projects and Future PlansOngoing projects of the department include implementations

of Portable Satellite System of the Royal Thai Army, and Fiber Optic Network of the Offiffiifice of the Higher Education Commission.

ICT Business Group


Future Plans and ProjectsThe Division has planned to expand its elder customer

base through strategic partnership with state and private enterprises, e.g., ICT training for Thai citizen and vulnerable group including child, physical disability and elderly. Train-the-Trainer in ICT subjects also provided to government and private sector. Besides ICT training, the division plan will be involved in research and development e-Learning and e-Portfolio system with related BU in ICT group.

Loxley Wireless Company Limited

Scope of Products or ServicesThe Company is a subsidiary of Loxley Public Company

Limited focusing in Telecommunication Business offerings which can be categorized into four major business functional groups as following:

Telecom Product: Key Reseller and System Integrator of Aastra PABX Enterprise Products (former name, “Ericsson PABX”) and Huawei Technologies Telecom (DWDM & SDH) products; with complete after-sales services like system installation and maintenance.

Wireless Broadband Solution & Products: Sole Distributor of Motorola MotoWi4 product lines including Canopy, WiMAX, Wi-Fi mesh and broadband Over Power Line. The company also specializes in wireless transmission solutions and services such as Free Space Object (FSO), Radio Frequency Repeaters (RF Repeater) and Microwave.

Professional Service: Full suite of related professional services such as Project Management, Engineering Services, RF Design, Outsourcing Services and Certif ied Network-Quality Improvement for Cellular Network using various techniques such as network optimization to improve service quality, hole ffiififill to improve coverage, Repeater, Multi-carrier power amplif ication and in-building coverage to serve indoor customers.

The Company carefully selects its partners and vendors as well as highly-skilled & experienced staffs for each speciffiifific project. These are the main pivotal support for our position in the market place today; developing substantial customer base from our fiffiifield-proven products and services that meet customers’ requirements.

Wireless Internet Service Provider (WISP): Being one of licensed broadband wireless 3G internet service providers, targeting at medium-sized organizations.

The Department has strived to ffiifind new alliances, both providers and distributors of telecommunication networks and equipments who offer the right prices and technologies to meet customers’ requirement. We have plans to participate in tenders for major projects of the government, state-enterprises, telecommunication network providers, and large corporations who wish to have their own networks.

Learning Media Division

Scope of Products or ServicesThe Division has operated in the ICT training business whose

courses of training have been designed and customized to ffiififit with specififfiific groups and can be applied in actual application. Beside the regular ICT training courses, “Train-the-Trainer in ICT” also provided to government and private sectors. In addition, the division arranges seminars for government and private organizations covering all level of customers including children, youth, students, government agents, private employees, and retirees, as well as computer facility rental to subsidiaries and other organizations.

The Division also administered the Old People Playing Young (OPPY) Club who has offered ICT training for its members since 2000 with over 3,800 members as well as other fun activities, e.g., sightseeing, invention, arts, etc.

Other than those training courses, the Division has also emphasized on putting highly potential personnel with teaching experience into the coursework with modern software and hardware training facilities.

Market and CompetitionIn general ICT training under highly competitive market, the

service provider has to compete in both quality and price while the market for ICT training course for the elderly and senior executives is less competitive where the Division is focusing on. However, others competitor that the Division may have to pay attention to is social activities and health care activities for senior citizens which have a high impact on living style of these target group.

The Division has advertised via various media, e.g., newspapers, magazines, radio, television, and past customers, who may also introduce new customers, when the new training courses are arranged. Additionally, it also publicizes new training courses and activities through strategic partners, e.g., Muang Thai Smile Club of Muang Thai Life Insurance and other business sector related to health care activities.


Market and Competition We are committed to providing products and services to

perfectly meet customer needs with around-the-clock before and after-sale services. The majority of our customers are governmental and private organizations. Our distribution channels include direct sales, dealers, and contractors. We also approach customers via direct bidding and joint bidding.

Our experiences and accountability excel us through the tough competition. We are also valued in continuous product and service quality improvement which always help us sustain our business growth and competitiveness till the present. Good relationships with satisffiifified customers grow our customer base continuously since the company’s inception.

Ongoing Projects and Future PlansThe Company’s ongoing projects include the DWDM system

expansion and access networks for the CAT Telecom Public Company Limited and equipment procurement for the TOT Public Company Limited’s internet gateway.

We are determined to operating business that yields best results, working on expandable and lucrative projects which also benefiffiifit the general public and the nation with fast and effiffiificient customer services. In the near future, we aim to be part of TOT Public Company Limited’s expansion of 3G mobile network development project.

Loxbit Public Company Limited

Scope of Products or ServicesThe Company is a system integrator in Information

Technology and Telecommunications field focusing on transaction automation, interactive voice response systems, electronic payment systems, automated teller machine systems, large computer equipment, Information Technology for banking applications and regulatory complaints such as risk management, Basel II and IFRS, broadband technology, and the payphone business. The Company provides procurement, installation and maintenance services.

Due to the rapid change of products both in IT and telecommunication f ields, the Company products must be met international standards and compliant. Its team should be authorized from manufacturers to handle and offer services in addition to performing as a distributor. This should provide value-added services to its customers.

Market and CompetitiveThe Company’s prospects include banking, fif inance, and

telecommunication businesses which are service providers and network owners in the government sector, state enterprise, and the private sector. Competition in this business fiffiifield is intense due to rapid changes in technology and customer requirements including the new international standards regulations and rules for banking and fiffiifinancial industries. The products’ specififfiifications and models must therefore be continuously updated in order to meet and exceed market expectations.

Loxbit has more advantages over its competitors due to its wide range of technical expertise ranging from qualififfiified technicians to highly effective engineers and business advisors to experience application development programmers. Its well-defiffiifined organization enables itself to respond to customers’ requirements swiftly. Moreover, the Company’s emphasis on suitable solutions and providing additional after-sales service continuously gains customers’ confiffiifidence and product loyalty.

Ongoing Projects and Future PlansThe Company has new platform of IVR, EDC and ATM

installation projects for banks. Loxbit aims at becoming the one-stop shopping company which provides all necessary equipment and procedures for prospective and existing customers. Loxbit plans to provide services in data management for organization security, risk management and IFRS for banking and fiffiifinancial institutes. The new technology for Interactive Voice Response System that allows multiple protocols of communications in one single generic platform will give the users access to it by their own convenience channels and make the providers a lot easier to maintain and manage. The replacement project for new EDC model that support GPRS is another ongoing project.

Professional Computer Company Limited

Scope of Products or ServicesThe Company offers total IT solution services including

distributing, renting, and maintaining computer hardware, software, network and site preparation. It also offers consultancy services in Information Technology and computer center management through its professional and highly qualififfiified staff.

It is a founder member of The Association of Thai Software Industry (ATSI), Software Industry Club of The Federation of


Thai Industries and receives quality standards of ISO 9001:2008 from MASCI, CMM standard level 2, ISO 29110 (The Foundation of innovate and develop Institute) and other awards including IBM BEACON Award (2003). Moreover, the Company has been granted certififfiification for the Maturity Model for Software (SW-CMM) Level 2 which was a world-wide software development standard in 2005. The Company also emphasizes upgrading its software development team to CMM level 2 and its IT Outsourcing team to Information Technology Infrastructure Library (ITIL) Certifif ications. Presently, the Company’s staffs have completed more than 100 certififfiifications within the IT ffiifield.

Market and CompetitionDespite last year’s political conditions which have affected

the Company’s business through the delays in purchases, Government IT budget decrease. Besides, the Company still emphasizes offering standardized solutions and services and reasonable prices. The Company has policies that emphasize controlling product costs, delivery, including eff icient management and continuously emphasizing employee professional development. The Company also selects products from manufacturers with quality standards such as IBM, HP, CISCO, Oracle, and Microsoft.

Its prospective customers include the government sector, state enterprises, telecommunication businesses, healthcare businesses, and banking businesses. It offers services through delegated distributors and sales representatives.

Ongoing Projects and Future PlansProjects to be delivered are : Krung Thai Computer Services

Company Limited, Fund for Student Loan’s Project, Offiffiifice of the Permanent Secretary for the Ministry of Interior, projects for the Comptroller General’s Department, and the Revenue Department.

In the future, the Company will target network expansion projects, virtualization, security system installation projects, web portal projects, and e-Procurement projects (Phase II) in order to expand its business offerings and services to existing and potential customers.

NetONE Network Solution Company Limited

Scope of Products or ServicesThe Company’s role is that of a data communication

system integrator. Its business covers modern convergence of network equipment and computer infrastructure, design, implementation and operation for mission critical business networks. The Company specializes in convergence of voice, video and data through the Internet network. Its main customer groups range from SME businesses to large business enterprises with Internet broadband connectivity.The Company enjoys long-term partnership with the world’s leading equipment and solution providers such as Cisco System Inc., F5 Network, Blue Coat and Microsoft. The Company focuses on maintaining highest quality for its products and services.

Market and CompetitionThe continuous development of Internet technologies in

Thailand continues to enhance sales and service channels. In addition, the varieties of effective and highly secure services which fulfiffiifill customers’ business needs encourage them to request for the company’s products and services consistently.

Ongoing Projects and Future PlansThe Company’s existing projects include University Networks

and other mission critical Network and Desktop outsourcing services. The direction for future development will focus on expanding outsourcing services while concentrating on security and network management because of highly expected demands in this market. Moreover, the Company encourages its engineers to attend training in order to achieve up-to-standard international certififfiifications. It also provides internal network laboratories for engineers to research and test work procedures. The Company has training plans in sales and management, and it also focuses on building solidarity and teamwork consistently.


Mobile Innovation Company Limited

Scope of Products or ServicesThe Company provides Thailand’s ffiififirst Real Time Fleet

Management System services as an Application Service Provider (ASP) entitled Fleet Expert. This tracing and tracking technology combines GSM communication networks, GPS Satellites (Global Positioning System) and Digital Vector Map technologies to enable call center monitoring of accurate co-ordinates of flffileet, text based flflfiffileet positions and information on existing conditions. The system permits authorized staff to monitor flffileets’ movements, drivers’ behaviors, vehicles’ status, with details reports for vehicle management such as Safety & Economical Driving Report, Trip Management Report etc. as well as to interactively communicate (2-way communication) to the drivers directly from the control center.

Market and CompetitionIts competitive strategy is focused not only on good-quality

services and provision of reliable and constant services to clients, but also on appropriate and reasonable pricing. Work will, therefore, be based on and follow the direction of its clients’ requirements with a clientele base both in the private and public sectors. Its target clients range from entities which have a number of cars, such as logistics companies and retailers. Market competition focuses on pricing and various service strategy offerings.

Future PlansThe Company focuses on providing management services

and location monitoring systems for every category of logistics businesses including private vehicles and will be expanding its operations to neighboring countries with accessibility to GSM telephone signals. The company will increasingly invest on procuring equipment and upgrading its various technologies to achieve better operational efffiifificiency which should effectively meet and exceed its clients’ demands and expectations.

Digital Screen Play Company Limited

Scope of Products or ServicesThe Company is a subsidiary of NetONE Network

Solution Co., Ltd. and its main business focuses on e-Education. It holds a contract with Rajabhat Pranakorn University to provide a one-stop service for students’ Internet and e-Education platform, which can virtually be accessed from the internet. The company has maintained a team of multimedia and technical experts at the University for more than 5 years. Moreover, the Company provides servers and communication equipment to more than 3 campuses connected through a high speed broadband network with complete security and network management.

Market and CompetitionThe strength of the Company lies in its varied, highly

skillful and experienced personnel who handle services both in e-Education and Network ‘know-how’ to the fullest extent. Despite a severe competition within this industry, the customers’ dedication and trust to the Company’s services have assisted in its sustained competitive advantage within the industry.

Ongoing Projects and Future PlansThe Company has won an extension of the contract for

2nd phase with Rajabhat Pranakorn University for an other 5 years starting 2007. The Company has focused on developing systems that serve universities and organizations supporting the government e-Education initiative. In 2007, the Company installed Wi-Fi outlets on the University’s campus in order to support wireless connectivity for registered students and teachers.


Market and CompetitionCurrently, Mobile Business is facing technological juncture

where data communications speed is key as well as higher variety of entertainment applications, e.g., video and music streaming, games, etc. As a result, 3G service with higher performance in data communications would create a new revenue stream from airtime for the Department as an MVNO where it plans to focus on data services rather than voice services, specififfiifically for corporate uses and data users. The Department has regularly organized marketing activities for greater customer base while keeping the existing customers of the i-KooL Real 3G. So far, the marketing has been successful as the number of the i-KooL Real 3G customers ranked number two among the TOT’s MVNO products.

Future Plans and ProjectsThe Department has planned for wider distribution

of 3G simcards and accessories by presenting diverse applications to suit all user groups. Suitable packages of the i-KooL Real 3G are offered for maximum uses in different types of organizations. One of the Company’s unique strategies is to provide complete information for users to make the most use of 3G.

Introduction

The Group has been separated into 3 business divisions, i.e., Printing and Information Business, Consumer Electronics, and Real Estate & Services.

Since 2010, the trend in using 3G mobile phone has rapidly gained momentum. The Technology Business Group has earned additional revenues from selling airtime for 3G mobile phone services and these revenues are expected to rise constantly. And, the Group has strived to expand services relating to other businesses of the Group, including advanced printing technology, and seeking real estate opportunities in other provinces, in order to earn continuous incomes.

Consumer Electronics Department

Scope of Products or Services The Department is the distributor of Sony Ericsson mobile

phones and is appointed by the Sony Ericsson to set up an after-sale service center. Also, the Department is appointed by the Motorola to operate after-sale service. In addition, the Department was nominated by TOT (Public) Co., Ltd. to provide 3G mobile service as a Mobile Virtual Network Operator (MVNO) where the Company has received Type I License from the National Telecommunications Commission (NTC) in order to provide 3G mobile resale service under “i-KooL Real 3G” brand thus secure additional airtime revenue stream in the long run.



Printing & Advanced Technology Department

Scope of Products or ServicesThe Department is the importer of Kodak Versamark

Digital Variable Inkjet Printers from the USA, Miyakoshi Offset Printers from Japan, and small-sized Inkjet Printers. In addition to printers, the Department is also a distributor of inks, printing spare parts and equipment, while at the time providing printing consultancy and after-sale services. Among its customers are governmental and private organizations.

Market and CompetitionDue to changes of market demands from black and white

to color printing as seen on credit card and telephone invoices, the Department’s products can answer the need perfectly. Although printers that offer color-interchangeable feature are available in the market, their prices are higher.

Future Plans and ProjectsThe Department has planned to expand the market of

Digital Variable Inkjet and color digital printers and to offer a more comprehensive range of printing products to private organizations.

Business Communication Department

Scope of Products or ServicesThe Department is a communication system products and

services provider for both state and private organizations. The products and services include Voice Network, Voice Over IP, Data Network, Wireless Access Point, Contact Center, and Total ICT Solution. At present the Department distributes products and services of world-class companies, including AVAYA, ARUBA, and Audio Code.

Most of the products and services are imported with distributing licenses. Only a few specififfiific products are ordered directly from distributors for turn-key projects.

Market and CompetitionDuring this era of digital technologies, both government

and private sectors have increasing demands for the latest technologies in order to increase their competitiveness and effectiveness in the marketplace. Despite f ierce competition in terms of price and service among domestic and

international companies, the Department has had an advantage on having a large base of customers who have trusts on the company’s good service and product quality, thanks to its 25-year experience. This has contributed to the Department’s good performance over the years.

Additionally, the Department has incessantly focused on personnel development. To enhance the employees’ skills and working effectiveness, all of the employees at all levels have been given opportunities to be trained in related fiffiifields in national and international institutes on a regular basis.

Ongoing Projects and Future PlansCurrently, the Department’s ongoing projects include call

center and IPPBX system improvement for Muang Thai Life Insurance Company’s Nakornpathom and Chonburi branches; IPPBX system procurement for Nakornluang Concrete Public Company Limited; telephone network system improvement for Sukhothai Thammathirat University and telephone system improvement for leading hotels including the Four Wings Hotel, Srinakarind; and the Bangkok Palace Hotel.

In the future, the Department plans to bid more projects of governmental, state enterprise, and private organizations, which include Multi-Channel Contact Center projects, Data Networks and Wireless Networks projects, and Unififfiified Communications projects.

Intelligent Communications Department

Scope of Products or ServicesThe Department has provided consultation and development

in RFID technology for various applications with analysis and design of RFID solutions specififfiifically for different industrial customers, e.g., Logistics & Supply Chain Management, Process Management, Service and Security, Farming and Livestock, Traceability, Intelligent Library Management, RFID Hardware distribution, RFID and Bar Code reading equipment. The Department has become an offif icial partner with leading RFID manufacturers, e.g., Motorola-Symbol, 3M, and Silicon Craft.

Market and CompetitionCurrently RFID technology is being utilized in order to

ensure accuracy in business operation and cost reduction as key business strength. RFID standard has also been commonly


used among businesses resulting in rapid transformation in domestic business operation to seriously utilize RFID technology and creating new RFID businesses as a result.

The Department has aimed to be a leader in applying effective RFID technology to suit different customer needs and to reduce operation risks. In the mean time the Department is also focusing in testing, development, and consultation in troubleshooting the RFID application processes. As recorded, the Department provided the Traceabil ity system for Kampangsaen Cows in the Kampangsaen Cow Breeder Cooperative, Kasetsart University making the Department to become the fiffiifirst to develop a complete RFID system in livestock traceability process in Thailand.

Future PlansSince the Radio Frequency Identification (RFID) technology

has been increasingly interesting and well perceived during the past years, the Department has offered RFID applications, including installation procedure, and tag and reader products to increase process effiffiificiency and meet customer demands in various fiffiifields during the research and development stage, e.g., RFID in Logistics, inventory management and distribution, manufacturing application development, document tracking, traceability system for industrial and agricultural sectors, RFID applications in livestock control and registration, and breeding improvement in conjunction with leading public universities and several related private entities.

Data Mining Co., Ltd.

Scope of Products or ServicesThe Company has been operated in information

technology business, computer system and accessory distribution, and related processing systems, e.g., specififfiific application and data processing software, and system integration from core systems to complicated process design solutions to meet customer needs.

Market and CompetitionThe Company’s major customers are law enforcement

entities, anticorruption agencies in both government and private sectors where vital fiffiifinancial information is required for investigation to prevent money laundering and abusive terrorist activities.

Future Plans and ProjectsThe Company has planned to expand the business to cover

state organizations by offering computer system installation service in addition to ffiififinancial protection and crime control.

Loxley Property Development Co., Ltd.

Scope of Products or ServicesThe Company’s real estate business can be divided into two

parts: real estate development and real estate management. On the real estate development, the Company has studied the feasibilities of real estate investment by analyzing information and making summary reports to ease customers’ decision making. On the real estate management part, the Company has offered offiffiificial space rentals, advertising space rentals, cleaning services and a comprehensive range of services for offiffiifice building maintenances.

Operation Performance and Future PlansIn 2010, the Company studied the feasibility of real estate

investment in Bangkok and many other provinces including Patumthani and Prachaubkirikan and found that there are many interesting projects that are expected to continuously benefiffiifit the Company.

As for real estate management, the Company has focused on customer base expansion, constant development of service standard, and staff training.


and private organization. The Department also cooperates with various agencies in providing technology, experimental and testing of digital television broadcast in Thailand.

Most of the Radio and Television broadcasting products are technology products which are needed to be imported from other countries such as United States, Japan and European countries. However, some equipment can be manufactured and supply local suppliers.

Marketing and CompetitionAccording to the National Radio and Television Broadcasting

Act of Thailand latest version, there is the possibility to move broadcasting technology to Digital Broadcasting. This will increase the broadcast capability from 1 program to 4-6 programs. This will help stimulate the customers to expand their business by changing to new technology. Therefore, the potential in this business is still vast in future.

Our customers comprises of government sector, state enterprises and private sector including Radio and Television broadcasting business, such as the Public Relations Department, Royal Thai Army Radio and Television, MCOT Public Company Limited, Parliament Radio and Television Station, Military Development Offiffiifice and others.

Ongoing Projects and Future PlansBroadcast Department has projects which are under

implementation and has plan to deliver in 2011, those are the Procurement of Television Transmitter of Television Thailand, Public Relations Department, The procurement of Radio Transmitter of Offiffiifice of Secretary of the Parliament, the Procurement of Radio Transmitter of Army Signal Department,

Introduction

The Group is responsible for utility services, e.g., television and radio, transportation, power, electricity, water and waste management systems, by winning the auctions offered by the government, state enterprises, and private entities in Thailand and abroad including survey, design, installation, and implementation according to customer’s specifications as well as providing after-sales maintenance services and project consultation.

Development of infrastructure and public utilities are projects on which the government needs to place much emphasis. As an expert with long-standing experience in governmental and state enterprise’s project developers, the Project Business Group has had various ongoing projects during the past year. Among the projects are communications network projects, transportation projects, power and control systems projects, and water management projects. Organizations under the Group have also earned trusts to operate high voltage transmission lines in neighboring countries.

Broadcast Department

Scope of Products or ServicesThe Broadcast Department operates as representative

or authorized dealer of Television and Radio transmitter equipment also other equipment associated with television and radio broadcasting system such as Studio. The Department also operates as System Integrator for large biding projects. This includes designing, installation and construction of radio or television stations for government agencies, state enterprises agencies



the Improvement of Television Transmitter of Army Television, the Studio and Transmitter Equipment Upgrade of central radio transmission room of MCOT.

In future, the Department plans to expand its market in terms of products and services. Setup, installation and consultant for Digital Television Trial with Army Television. The Department is currently do the research for new product and support focusing on the digital broadcasting technology, telecommunication and IT-based products, as well as searching for the possibility to for joint ventured with other private sectors.

Transportation Systems Department

Scope of Products or ServicesThe Department provides services as a System Integrator

in electro mechanics, E&M works including Railway Signaling System, Intelligent Traffiffiific System, Toll Collection and Traffiffiific Control Systems.

Most products are imported, customized software and integrated into a system for customers. The Department emphasizes the use of environment friendly equipment.

Market and CompetitionAll government policies, which emphasize infrastructure

development, especially road and railway transportation systems, have provided the Department with good business opportunities. The Department has undertaken projects for responsible authorities such as the State Railways of Thailand and the Expressway and Rapid Authority of Thailand (ETA). The Department has partnered with well-known international corporations (particularly European companies) which offer high quality technologies at reasonable prices. Since the Department’s product offerings require specialized skills and expertise, competition in this market has not been intense.

Future PlansThe Department consistently follows up on government-related

plans and policies on transportation system developments, while continuously seeking out new business opportunities.

Control Systems Department

Scope of Products or ServicesThe department provides the engineering and integration

services in Automation control system and long-distances wide-area control system (Supervisory Control and Data Acquisition, SCADA) and Telemetry system for mega-sized public utilities and enterprises. The provided service is based on the total-solution and turn-key basis.

Its business alliances are technology owners of the Control system and SCADA system which cover wide range of product,

technology and applications. Thus, the Department can fulffiififill to the client’s needs and expectation.

Market and CompetitionAlthough, the service and market of the Department are

special and limited, there is a high competition. The Department’s Strategy and Records are that we are only local Control and SCADA system service provider, especially for the mega-sized projects which will require sophisticated technology and project management experiences.

Tendering is the only distribution/sale channel. However, the Department is approaching the key customers in becoming their long-term approved vendors.

Ongoing Projects and Future PlanProjects to be delivered in 2011 include the telemetry system

for flffilood forecasting of Mae Klong river basin for the Royal Irrigation Department, and Dispatcher Training Simulator (DTS) for the Metropolitan Electricity Authority.

Power Systems Department

Scope of Products or ServicesThe Department is engaged in business related to the power

systems for both public and private sectors. Work under its mandate consists of system integration spanning a range of activities including engineering, design, product procurement, construction, and project management so as to meet customer requirements. Examples of activities include: Construction and Renovation of Electrical Substations, Construction of Electrical Transmission and Distribution Line Systems, Construction of Underground Cables, Construction of Submarine Cables, Procurement and Installation of Electrical Substation Control Systems, Solar Electricity Generating Systems, Factory Electricity Systems, Building Electricity Systems as well as other electrical system-related activities such as maintenance, system testing and consultancy services.

The Department has good working relations with business allies who are domestically and internationally reputable manufacturers and distributors. With such cooperation from its various business partners, our solutions can be flffilexible and most suitable to meet our customers’ requirements and expectations.

Market and CompetitionThe government has continued to invest in expanding the

electrical and power distribution systems since they represent major factors for the country’s development and people’s quality of living. Additionally, the private sector has shown greater interest for investments in electrical and power systems-hence, reason for numerous business opportunities. Moreover, the



Department’s experience in this specialized business, its recent undertaking to introduce a quality service policy, and its highly experienced staffs have all contributed to the Department’s valuable reputation, status, and business potential. Our current key customers include the Provincial Electricity Authority of Thailand, the Metropolitan Electricity Authority, and the Electricity Generating Authority of Thailand.

The Department offers services by submitting tenders as well as through direct selling to its prospects as a main contractor or sub-contractor. The system design, product procurement, and effective project management are the key areas of our expertise.

Ongoing Projects and Future PlansProjects under implementation including:

1. Construction of Transmission Substations of the Provincial Electricity Authority - 115-22 KV Conventional system: four substations in

the central area, SF6 Gas Insulated Switchgear: two substations in the central area, and Compact Switchgear: two substations in the northern area.

- 115-33 KV Compact Switchgear: one substation in the southern area.

2. Improvement of the Provincial Electricity Authority’s Computer-Based Substation Control System in 12 substations in the central area. 3. Procurement and installation of Field Device Interfaces for the Provincial Electricity Authority in the southern area.

The Department plans to solidify its reputation in Electrical Systems’ procurement and installations, and in other power related activities such as energy replacement and management. The Department also plans to become a distributor of a full range of electrical and energy equipment so as to provide full coverage of power-related activities.

In addition, the Department plans to expand its business more into the private sector which has business in energy fiffiifield and industrial estates because these groups have tendency to increase investment continuously and issue many new projects.

Environmental Business Department

Scope of Products or ServicesThe Department provides environment-related activities

including environmental balance, waste or contamination resuscitation, especially in water supply businesses, wastewater treatment, hazardous waste treatment and waste to energy. It provides consultation services on technical management including installation design, sale, installation and system maintenance services, which benef it the public. The Department selects highly experienced partners, manufacturers, and

distributors by applying analytical and comparative procedures on their competencies in order to meet the market’s demands and customers’ requirements, consistently.

Market and CompetitionAt the current market situation, competition in this market is

very competitive and expected to be at a highly intense level; the Department concentrates on developing good relationships with its customers so as to maintain its solid customer base. Moreover, the Department partakes in small to medium size projects so as to expand its market coverage and increase marketing activities and performances by utilizing its skillful engineers and its contemporary technologies. The Department utilizes its direct approach strategies with customers in both the public and private sectors.

Future PlansThe Department plans to focus on all environmentally

related projects, in particularly in water supply businesses, wastewater treatment, hazardous waste treatment and waste to energy, including: concession projects of Water Supply Systems, Desalination projects, Construction of medium-size water treatment plants, Water Reuse System Projects, Operation and maintenance of Water & Waste Water Treatment System Projects, Wastewater treatment system projects for communities and industries, and other related projects.

Power Infra Division

Scope of Products or ServicesThe Division procures, imports and installs high voltage

transmission lines as well as offers other products to meet the clients’ requirements. It imports main equipment on a complete set basis and has other equipment produced domestically so as to provide integration services to its clients.

Market and CompetitionIts main prospective customers include state enterprises

such as the Electricity Generating Authority of Thailand and others. The Division contacts prospects directly and offers quality products and services - with its high technical skilled personnel - at reasonable prices. This has granted the Division additional advantages over its competitors.

Future PlansThe Division plans to expand to regional markets and other

markets in neighboring countries.


feed & farm, lubricant, petrochemicals, rubber & plastics, textile, agrochemical, cleaning and others. Moreover, we exports local chemical products and imports other chemical which are treated as value-added products under our own brands especially, cleaning commodities. Furthermore, we also provide contracted manufacturing services and product formula development services to its contractors.

Our group directly distributes the commodities to both manufacturing factories and through its distributors. The Department’s solid and long reputation, its good suppliers, and the highest quality of its products have all contributed to its well-competitive position within the market and among its customers.

Group has not only searching for environmental friendly High-Technology as Green Products but also looking for products which met international standard for instance REACH regulation to respond to environmental friendly policy.

Market and CompetitionAs most of our products are imported, the main factors

which affect the cost and sales price setting are the exchange rate, the transportation cost including the f luctuation of fuel price. As the factors mentioned, our group has strictly policy to control and manage all risk especially exchange rate and logistics to make the best eff iciency.

However, our group is characterized by its experienced sales teams and executives, long term business expertise, good service management, and its solid reputation within the industry. Its strategic practices are well-grounded in pre and

Introduction

The Group engages in manufacturing and distribution of consumer, industrial chemical, computer, and telecommunications equipment products for education as well as distribution of construction equipment, tools, and services plus automobile services and other specialized procurement that meet customers’ requirements.

In 2010, the Group used many strategies to strengthen business operation by meticulously selecting products and services to suit particular customer needs, expanding business alliance networks, and increasing distribution channels to cover both domestic and international markets, especially those in neighboring countries. Additionally, the Group has developed new businesses, and added new products and services for greater diversity of trading businesses.

Chemical Industrial Group

The Group is divided into Sales and Marketing Department, Marketing Services and Logistics Department and Green Natural Products Co., Ltd. where supplies natural ingredient as kaff ir lime essence .

Scope of Products or ServicesChemical Group is the chemical products distributor for

in-house and overseas manufacturers. The products are provided to domestic industries such as cosmetics, ceramic & glass, paint & ink, chemicals manufacturers, electroplating, food & pharma,



Although, there is a sign shows recovering of an economy but still the negative factors were foreseen. The Department is working intimately to clients with large construction projects, also servicing many coming development from design stage, in order to secure the achievement. In addition, the Department aims to be one of the leading construction materials’ providers in Thailand with the plan in acquiring new high technology and environmental friendly product that able to create more market opportunity for the department.

Upcountry Business Department

Scope of Products or ServicesThe Department has operational off ices both in the central

and regional areas, providing rental services and distributing high quality computers and telecommunication equipments both imported and local made to governmental and private educational institutions across the country. The services include network installations, maintenance and repairs of off ice automations.

Also, the Department acts as distributors of many other products including software for e-Learning, authoring tools, e-Classroom, online English language learning and PC management to support innovations in creative learning processes.

Although, most of the products are imported, the Department has had business alliances who are main local distributors of IT products. These distributors have helped in procurement and delivery of products and thus lessening the number of imported products and stock management workloads.

Market and Competition Products distributed by the Department are necessities for

education market, and hence, a large number of competitors, especially small competitors who have tried to cut the costs. However, to maximize customers’ satisfaction, the Department has had a strong point in creating trust and reliability in the company’s stability, quality products, good after-sale services, and reasonable prices, among customers.

Future Plans The Department has continuously planned to seek new

products with high quality and reasonable prices to serve customers, and to search for governmental projects to increase sales volume. Among the governmental projects is the Economy Revival Project, Phase II from 2010-2012, with a huge budget of learning equipment procurement.

after-sales services and its product offerings are well selected to meet customers’ satisfaction and expectation.

Future PlansThe Group plans to become a direct manufacturer in order

to ensure its sales team has enough product varieties.

Construction Materials Department

Scope of Products or ServicesThe Department functions from acquiring, marketing through

servicing and installing the product regarding the construction sector in 2 categories; Building Envelope products, and Mechanical and Electrical products. The f irst category are comprised of roof product group including the metal sheet roof ing, uPVC roof ing and roof garden, also with others product, for example; steel decking, and aluminum composite panel. And the Mechanical and Electrical products include elevator and escalator, smoke ventilation system and louvers, building maintenance unit and also home automation systems.

The Department’s currently supplies ranges product and continuously improves our service with an intention to create a better customers’ satisfaction from our total solution for construction, also look for new products and services by means of more advance technology, higher quality and environmental friendliness.

Market and CompetitionCurrently, the construction material market’s competition

is highly intensive, especially in pricing rivalry by the local manufacturers and imported products from China. As a consequence, the Department strategizes as a provider of the wide selection of construction solutions to serve each specif ic requirement of projects along with additional services from designing, consulting and installing in order to expand the business opportunities

As the Department now servicing both private and public sectors, the direct marketing and sales are applied by cooperation of the marketing team that functions as a customer approaching and product presenting forefront, and the sales team that service customers in commercial and other detail issues.

Ongoing Projects and Future PlansThe Department, currently, is carrying several ongoing

projects such as, the new MRT red line from Bang Sue to Taling Chan and the contract for supply and install the security system for the SCG pre-fabricated house.


International Business Department

Scope of Products or ServicesThe Department is an exporting various types of products

to overseas markets having Shrimp feed as its main product. It also a distributor of telecommunication products such as f iber optic cables mainly to the Vietnamese market. Moreover, the Department acts like international marketing arm of the Group.

Market and CompetitionThe highly competitive market in Vietnam as well as Thai

Baht appreciation & Vietnamese Dong depreciation have affected the export business signif icantly. One of the primary principles of the Department is to maintain the quality of products and services both pre and after sale in order to ensure the most satisfaction from its customers. Moreover, the on-time delivery of its ordered products always leads to increasing trust and conf idence from its customers. This has allowed the Department to expand its business growth continuously.

The Department constantly pursue its policy of expanding international trade of the Group.

Future PlansBased on its past, the Department plans to expand its

business focus to Mekong basin, focusing on agriculture products, agro-industry, market of high quality industrial products as well as the procurement of quality-based ICT products to customers. In order to reduce the affect of exchange rate f luctuation, the Department plans to import the high quality computer-to-plate (CTP) offset printing plates for printing business in Thailand.

Loxley Trading Company Limited

Scope of Products or ServicesThe Company is a distributor of leading consumer products

such as “Cook” cooking oil, “Nong Pho” UHT milk, “Tra Chang” f ish sauce, “Greennut” crispy green peas, “Sealect” canned tuna, “Raming” organic tea, Munchy’s the best biscuits sell from Malaysia and also own “Advance” high quality, low price toothbrush product.

The Company joins with the “Off ice of small and medium enterprises promotion” to promote OTOP and SME products. Its distribution channels include: wholesales, retail sales, modern trades, convenient stores, hotels, restaurants, and others. Moreover, the Company penetrates the market to customer’s places such as off ice buildings, educational places, government

off ices, and factories, etc. The Company focuses only on high quality products for the most customer benef it.

The Company procures only good quality products so as to guarantee customer satisfaction. Moreover, the Company engages itself in continuous research and development procedures on its food and cosmetic products so as to support rising customer demands.

Market and Competition Regardless of the global economic recession causing

f ierce competition especially for consumer goods in terms of price and distribution channels where wholesales compete with modern retailers. However, the Company never stops driving and collaborating with manufacturers in order to design marketing strategies along with continuous marketing promotion and events in order to closely and effectively retain existing customers.

Future PlansThe Company has strived to acquire quality products to f ill

in its portfolio including as a distributor or as its own products in order to cover all wholesale and retail customers’ demand.

Apart from domestic market, the Company also plans to expand its business internationally by starting in neighboring countries such as Vietnam and will into other countries afterwards.

Parts Zone (Thailand) Company Limited

Scope of Products or ServicesThe Company distributes vehicle spare parts and motorcycle

spare parts of the After Market as well as equipment and tools for vehicle services, industries and other uses.

Products offered are from its sole distributorship agreements and authorized distributors. Nevertheless, the Company stresses gaining sole distributorship rights for any product it considers suitable for its own marketing and pricing activities. However, for popular and highly needed products with many distributors, the Company will still pursue such orders in order to meet the exceeding demands of such market segment.


Market and CompetitionThe Company upholds the policy to generate controllable

distribution channels such as its retail outlets, dealers, direct sales, or sale representatives. The Company has wholesale representatives throughout the whole country. For retailing business, the Company distributes thru its 3 branches.

In the After Market of Car Parts and technical tools, there are a large number of direct competitors, family business is mostly. The indirect competitors are manufacturers and importers. With the Company’s experienced personnel, clear business strategy and supports from major business allies, it ensures that its business will grow as planned. In addition, the Market has high potential according to the climbing growth rate of car and motorcycle sale. The Company’s prospective customers are providers of repair and maintenance services for cars and motorcycles.

Referring to vehicle spare parts, vehicle technology has not changed drastically, except new car models. Nowadays, there are many spare part manufacturers and the Free Trade Area policy of the government brings more distributors in the country. Then, the company needs to expand its area coverage and to become a market leader.

Future PlansThe Company plans to appoint intensive sales force to well

cover all market segments in Thailand. The term of new market development, the company plan to develop into commercial market including Modern trade-Hardware, Technical College, Bus and Truck, and Industries.


Introduction

The Group offers security services at Suvarnabhumi Airport, security equipments and systems for off ice buildings, hotels,and hospitals, as well as in media, education, and entertainment business.

In 2010, demands for security services in the airport industry and offiffiifice buildings were risen. Meanwhile, there were expansions of post production services in advertising and ffiififilm industries. The post production services of the Group have been widely recognized both domestically and internationally.

Asia Security Management Co., Ltd.

Scope of Products or ServicesAsia Security Management (ASM) Co.Ltd. is a joint venture

between Loxley Public Co., Ltd. and ICTS Europe Holdings B.V., who is a world leading security service provider in European countries.

ASM is providing security services at Suvarnabhumi Airport for Airports of Thailand (Public) Co., Ltd. since 2006 until present. Additionally, in 2008, the Company expanded its business to offer security guard services. The business has been very successful in the past two years.

Market and CompetitionThe Company’s security business has grown rapidly with

more than 3,200 employees. Its clients include governmental and private organizations such as aviation business group, mass transit business group, hospitality business group, fiffiifinancialinstitutions, and offfiififice and industrial buildings. At present, Asia Security Management is among top fiffiifive security companies who provide international standard quality security services.

The Company has also extended its business to cover computer-based training (CBT). The targets are governmental and private organizations which use X-ray machines in security operation. ASM has provided both initial and recurrent course with full training facilities for staff of target clients.

Future PlansFrom the four-year experience, the Company has

learned that searching for quality employees is the key in security service. Therefore, the Company established a security training institute to produce international standard security guards.

Service Business Group


Oriental Post Company Limited

Scope of Products or ServicesOriental Post specialized in the post production business of

television commercial, feature ffiififilm, and documentary for local and international market. With the growth and development of technology, the Company provides service solution that include ffiififilm developing, telecine transfering, editing, visualeffect creation, compositing, 3D animation, kinetransfer service, and advanced digital media transfer service.

In addition, the Company separates a reel services business to cope with the growing demand for digital fiffiifilms and post production. Postic Co., Ltd. is established to provide comprehensive high-end video post production facilities such as digital cinema package, and direct-to-print ffiififilms.

Oriental Post Co., Ltd. has expanded our post production service in the growing market area in Vietnam with highly demand from its television commercial and feature ffiifi filmbusiness.

Market and CompetitionEconomy crisis and the overall competition for both local

and international are severe due to the increasing growth and demand of post production business. Our strategies

gear towards diversifying our services to suite with client’s requirement in terms of their budget and time. A strong point of the Company is that there is a team of experts available on hands to give advices from shooting to post production to meet the real needs of clients in limited time. The prospective customers of the Company are from production house, advertising agency and ffii fi film production. Moreover, theCompany has had plans to meet the increasing demands for digital shooting in order to keep abreast with the changing shooting technology.

Future PlansThe Company has focused on business expansion to

regional markets which offer high growth of opportunities. Additionally, it has planned to increase revenues from special effect technology for ffiififilm and advertising productions by emphasizing on quality, services, and time management to enhance the effiffiificiency in meeting future demands oftechnology standards. The Company has also enhanced the efffiifificiency of the Storage Area Network, which can safely store high resolutions images.

To meet the higher market demand for digital ffiififilming, the Company has committed to developing quality products and innovations. Among them is 3-dimension stereoscopic color collection technique.


Special Project Department Scope of Products or ServicesThe Department supplies, provides installation, maintenance

and after-sales service for specialized, electronic equipment and systems. Most products requires specialized skills and high level of technology, so products are mostly imported from highly-reputable and well established companies in the USA and European countries. Some products are locally purchased while others such as software applications are developed in house by the Department.

The Department has always focused on providing products that meet customers’ requirements and put importance on good long-term relationship with customers. Moreover, it has also focused on providing ffiififirst class after-sales services while ensuring no surplus products that would eventually affect the environment.

Market and CompetitionThe Department’s target customers are mostly

government agencies, military and police authorities as well as other organizations involved in various communication and security technologies. Direct approach strategies to prospective customers on a project basis have been the mostly-used distribution channel. To respond to customer

Special Project Group

needs and satisfaction, the Department always researches and develops products to keep up with advancement of technology.

Competition within this market is moderate since the Department’s products and service are within highly specialized f ields. Any competition in these fiffiifields would bebased on technological expertise, readiness of information, sales strategies, customer care, in addition to good relationship with customers.

The market trend mainly depends on the allocation of government budget and whether the suitable products are represented. Meanwhile, the overall economical situation has slight effect on the business operations because the products and services offered are in highly specialized fiffiifields which are somewhat niche.

Ongoing Projects and Future PlansThe Department is undergoing a project for the Royal

Thai Navy to provide and install airborne sonar systems and overhauling radar systems for the Royal Thai Army. Both projects are expected to complete in the 3rd quarter of 2011. Moreover, the Department is currently assembling special-purpose-truck for the Royal Thai Air Force, with delivery expected in early 2011.


Introduction

The Company’s investment policy aims at partnering with businesses that exhibit a high growth potential, which should thereby enhance the core competencies of the Company’s subsidiaries. The Group has invested with local and international operators including online lottery, manufacturing and distribution of steel roof products, steel forging chemical products, f iber optic cable, engine oil, security system, and insurance services.

In 2010, the Joint Venture Business Group has tremendously increased the company’s revenues. The Company’s joint ventures have had good business performances and provided satisfactory dividends. There was a consolidation among joint ventures and other business groups inside the Company in making the maximum uses of the business alliances network.

Online Lottery Department

Scope of Products or ServicesThe Department is a subcontractor of Loxley GTECH

Technology Co., Ltd. who is the Online Lottery System Service provider to the Government Lottery Off ice (GLO) under the Lottery System Service Contract (signed on 29 July 2005). The subcontract services performed by the department include site preparation, lottery systems installation, telecommunication networks implantation, installation of 12,000 lottery terminals, Lottery system operation, training and support retailers. The duration of the contract along with monthly service payment is 5 years starting from the 1st day of Commercial Launch.

Loxley GTECH Technology Company Limited

Scope of Products or ServicesThe Company is a Joint Venture between Loxley Public

Company Limited group and GTECH Corporation group. It is the provider of the Online Lottery System Service Contract for the Government Lottery Off ice (GLO). The contract includes design, procuring, implementing and operating the Online Lottery System. The System consists of the two Data Centers (one for primary and the other for backup), an online communication network system, and 12,000 lottery terminals at the GLO’s authorized retailers country-wide connected online real time to the Data Centers.

The Online Lottery System is provided by GTECH Corporation of USA. It is a global IT company and the world’s leading full-service lottery provider. GTECH designs, installs, operates, and supports complex computer and telecommunications systems for lotteries around the world, including many of the largest revenue-producers. GTECH has more than 100 customers on six continents. The Company is currently working with the GLO to ensure Online Services are launched at the earliest possible opportunity.

By the end of 2006, around 7,000 terminals were installed throughout the country and ready for commercial launch. However, there are several issues, mainly related to legality and government policy, that GLO has to postpone the launch several times. As of December 31, 2010, there are 6,531 terminals remained in the f ield waiting for commercial launch.



BP - Castrol (Thailand) Limited

Scope of Products or ServicesThe Company has partnered with BP Oil from the UK to

jointly form a business, which operates as a manufacturer and distributor of engine lubricants under the trade name of “CASTROL” and “BP”. While both products have different market potentials, they are both well-perceived and renowned. The Company used raw materials from various sources within the country; it continues to produce high quality products that meet customers’ demands and expectations. Moreover, the Company engages itself in continuous activities to develop new products as well as ensures its existing ones highly meet customers’ requirements.

Meanwhile, the Company consistently improves the quality of distribution channels (using distributors as the primary channel) in order to facilitate smooth, accurate, quick and easy delivery to the customers and end consumers.

Market and CompetitionLubricants market in Thailand is highly competitive.

Competitors have continuously deployed ‘price cutting’ strategies, promotion activities, and mass advertisements. The top 5 lubricant companies in Thailand include PTT, Shell, Caltex, Exxon/Mobil and BP - Castrol (Thailand) Ltd. These companies represent 65% of the market while the remaining 35% belong to smaller competitors, around 200 companies. As one of the leading companies, the Company has continuously reviewed the growth agenda and business strategies in order to sustain the competitiveness in the market while upholds the principle of providing the superior quality products and service offers to customers and consumers.

The target customers include land and marine transportation businesses, industries which utilize heavy machineries, as well as any party that employs transportation vehicles.

Future PlansThe Company’s goal is to win in lubricant globally. The

key strategy to drive future growth is to win in workshop channels (both cars and motorcycle) through the strong customer relationship and differentiated services and product offers provided by the Company’s branded workshop (service centers) operating under the name “Castrol Auto Service” and “Castrol BikePoint”.

Thai Fiber Optics Company Limited

Scope of Products or ServicesThai Fiber Optics Co., Ltd. (TFOC) is a joint venture between

Loxley Public Co., Ltd. and Bangkok Telecom Co., Ltd., a leading copper telephone cable manufacturer in Thailand under the f iber optic design and manufacturing technology supervision from the world leader Furukawa Electric Co., Ltd. of Japan exceeding International Telecommunication Union (ITU). We are ready to produce optical drop cable for FTTx Network with G.657 A and B. We have special Multimode fiber for LAN 100Gbps.

In addition, the Company has been aware of the environmental impact. We design and produce green product under RoHS (Restriction of Hazardous Substances Directive in electrical and electronic equipment). It also received the ISO 9001:2008 and ISO 14001:2004 certif ication from Bureau Veritas (BVQI), a renowned international organization.

Marketing and CompetitionThere has been waiting for installed 3G infrastructure

expansion, Broadband Internet and Wi-Fi. The Transmission of multimedia content usage in high-technology equipment would mainly require f iber optic medium. Therefore, the Ministry of Industry has revised new TIS in 2011 for optical f iber cable manufacturers and importers in Thailand to be granted a new license.

The Company has been manufacturing and distributing its products for government, off ices and state enterprises, e.g., UNINET, Ministry of Interior, Department of Highways, TOT Public Co., Ltd., CAT Public Co., Ltd., Metropolitan Electricity Authority, Electricity Generating Authority of Thailand, Advance Info Service Public Co., Ltd. The Company has been supported by its parent company to oversea in Middle East except ASEAN market.

Under high domestic demand, there is not only high competition within domestic competitors but also the newcomers who establish their manufacture in Thailand. The main importer are China and India. Most of the competitors would mainly exercise their price advantage as their marketing tactic whose inadequate quality and infrastructure instability would affect customers who experience shorter lifespan, higher maintenance, and unnecessary replacement investment eventually. The Company has instructed its customers to realize their investment activities, proper product utilization to meet with specif ic requirements.



Ongoing Projects and Future PlansThe company has remained undelivered UNINET Project

f inal year that Loxley Public Co., Ltd. got award. The products value is 33 million Baht. The Company has been continuously developing its products to meet with customer’s requirement and budget. Such innovating product strategies include smaller size, light weight, and cheaper services. The FTTx outdoor product to serve Broadband customers is ready for the market.

BlueScope Steel (Thailand) LimitedBlueScope Lysaght (Thailand) Limited

Scope of Products or ServicesBlueScope Steel (Thailand) Limited and BlueScope Lysaght

(Thailand) Limited are joint venture companies between Loxley Public Co., Ltd. and BlueScope Steel Limited, an Australian leading world leader in the coated steel business, which has largest investment portfolio in Thailand. The Companies manufacture and distribute zinc coated steel, prepainted steel, and aluminium/zinc alloy coated steel. The Companies’ steel production plant located at Map Ta Phut includes metallic coating lines and painting operation. Presently, the Companies is the sole manufacturer and distributor of ZINCALUME, the aluminium/zinc alloy coated steel, which has the excellent barrier protection of aluminium, the cathodic protection of zinc providing cut edge protection providing up to four times the life of galvanized steel. CRP ANTIBACTERIAL WITH FOODGRADE, another innovation, is a prepainted galvanized steel product specially designed for cool room panel application to serve the food industry. The product is designed to meet USDA food grade requirements and provide a long life in damp cool room environments. Moreover, the Companies are leading modern coated steel manufacturers for building and construction industries, including roll-forming manufacturers for building construction and structure work of pre-engineered buildings.

Market and CompetitionDue to the world economic crisis, steel price has been

continuously increased since the f irst to the third quarter under to price f luctuation. However, it has been sharply declined during the fourth quarter. Hence, the domestic market has been declined under higher competition. As a result of slower economy from political inf luences, some of the government mega projects have been postponed causing deceleration in retail investment. The Companies’ market strategies has been ref ined to promptly serve the demand in the market on providing more range of products offering and providing a solution to the Turnkey Project with pre-engineering buildings and Ranbuild (small pre-engineering buildings) with cost eff iciency. International market has been in similar situation due to declining economic growth in the world country leaders caused by the United States f inancial institution crisis. However, the Company’s products offer specialized characteristics according to industrial customers resulting in competitive advantage and an increase in market share of international exports.

Future PlansThe Companies plans to increase their proportion in the

in-house construction material market especially due to their new outstanding products, which continuously meet customers’ requirements such as ZINCALUME, the aluminium/zinc alloy coated steel and CRP ANTIBACTERIAL WITH FOODGRADE, prepainted galvanized steel CLEAN COLORBOND with a wide range of colors. The Companies intend to do research and develop their products continuously.


Support Units

Finance and Administration Group

Functions and ResponsibilitiesThe Group is responsible for financial, accounting,

administrative operations, and legal issues. The Group is comprised of the Financial Management Department, Accounting Management Department, Administration and General Affairs Department, Finance & Credit Department, International Legal Affairs Department, and Legal and Securities Department.

Preceding Year’s Performance and Future PlansIn 2010, the Group administrated f inance by ensuring that

loans for circulating capitals and projects were enough for the business operation and expansion. The group also had a policy in fiffiinancial liquidity, and made most use of all fifififfiinancial tools to manage fififififfiinancial investment in the most effective manner. It also collects customer information for other business units as a decision making tool in sales activities in order to prevent risks as well as for debt collection performed for them. In addition, the Group has also carried out effective inventory management to control its circulation at a proper level and to support other departments in providing information and analysis for eff icient management processes including project monitoring. All of the projects were closely followed up. Information systems were used to help f inish the works quickly. The Administration & General Affairs Department was responsible for monitoring the company’s assets, recruiting services, and managing working spaces. In addition, high technology was used in a cost-saving document management project.

In 2011, the Group needs to improve its accounting operation to correspond with the Federation of Accounting Professions’ change of accounting standard, which took effect on 1 January 2011. The Group has still focused on coordination with the business groups, in particular in f inancial aspect, due to a large number of bided projects, and projects under bidding processes. The Group also needs to adjust working system to be in line with new distributing channels, including e-Commerce.

Internal Audit Department

Functions and ResponsibilitiesThe Internal Audit Department is an independent department,

responsible for inspection and assessment of internal control standard of the Company and its subsidiaries. It has worked on risk management, and prepared summary reports of the inspection and recommendations for better eff iciency of internal control systems of the Company and its subsidiaries. It has also reviewed related issues, analyzed and assessed working performance, ensuring that the works are in compliance with related laws and regulations. Additionally, the Department has given advices to many departments to make sure that their operations and key activities are done accurately and eff iciently as planned.

Preceding Year’s Performance and Future PlansThe Internal Audit Department has reviewed the f inancial

information presented the Company’s executives and involved parties, reviewed the internal control systems of the Company


and its subsidiaries, and offered recommendations in support of the work development of different departments. The Department has also overseen the working operations to comply with the Company’s rules and the laws and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand.

Additionally, the Department has also participated with other departments to develop a corporate risk management system to increase corporate eff iciency and carry out proper and eff icient subsequence risk management activities in order to increase the Company’s operation eff iciency.

Furthermore, the department has given an importance on recommendations of external auditors to enhance the company’s working performance, as well as on good governance as main mechanism in supporting good internal control systems.

Corporate Communication Department

Functions and ResponsibilitiesThe Department’s responsibilities include conducting and

supporting public relation activities, manage marketing and social work, and publishing signif icant company-related media such as the Company’s yearly calendar, poster, website and other creative material.

Preceding Year’s Performance and Future PlansIn 2010, the Department had public relation work and

marketing-related activities that supported other business units continuously including: the Online Lottery Project, Security Services Project for Suvarnabhumi Airport, as well as introducing new business channels for Trading Business Group. The Department was also responsible for other creative activities (printing media) as well as organized other internal and external activities such as, the Company’s staff club, welcome parties, photographic service, conferences; and organized social activities with external agencies.

In 2011, the Department will continue to provide services to business units in the Company and its subsidiaries. It will focus on public relation activities, promotion of marketing-related activities as well as mass media connections.

Human Resources Department

Functions and ResponsibilitiesThe Department is responsible for human resource

management and development. It provides advice on remunerations and welfare management, recruitment, setting human resource strategies, especially planning and personnel development in order to meet the Company’s mission and vision. The Department focuses on adjusting plans according to the current business situation and competition, emphasizes on proactive strategy and takes advantage of IT-related technologies.

Preceding Year’s Performance and Future PlansDuring 2010, the Department has been active in personnel

development. It aims at increasing skills, knowledge, and abilities in the current job as well as prepare for the personnel’s future growth including our high-light training module for f irst-line managers of this year - Team Quality Management (TQM). It has carried on internal communication activities and staff relation activities using various methods in order to encourage participation and communication amongst staff. Examples of such activities include: health education activity known as the “Health Update”, and dharma lectures also referred to as “From Off ice Desks to Dharma Court”. The Department also emphasizes succession planning (especially at management levels) so as to ensure the Company’s business and operations run smoothly.

In 2011, the Department will continue a focus on personnel development both at the management and operation levels. It will set competency map, job evaluation, career development and link with compensation scheme. Moreover, the Department aims at carefully and selectively combining personnel effort among the Human Resources Department in the Loxley group in order to induce increases both in eff iciency and effectiveness.


For the past 72 years, Loxley Public Company Limited has continuously adhered to good governance with awareness of corporate social responsibility, in particular in the area of environment, and the society for sustainable development. We have put an emphasis on responsibility for the society, the corporation, its employees, nearby communities, and its business alliances, alike. This has resulted in excellent performances, business sustainability, creativity, and employee participation in thinking process and volunteering.

Our social responsibility activities included an establishment of a learning center and a public garden of the Penang Market Community. Developed from an abandoned area of the Port Authority of Thailand, the public garden is created as recreation space for good health of employees of the company and the Port Authority of Thailand, as well as people in neighboring communities. Additionally, via the “Volunteer Spirits (Jit Asa)” Project, volunteering and service mindedness has been instilled in the employees at all levels, who are always willing to involve in all corporate social responsibility activities.

Corporate Social Responsibility


Business Risk Factors

• RisksfrominterestratesThe Company and subsidiaries have short-term liabilities,

excessive withdrawals from accounts, short-term loans from f inancial institutions, and loans for revolving funds. The Company and subsidiaries have tried to reduce the f inancial funds and long-term loans for lower interest rates. Higher interest rates in the future may affect the company’s performance and cash f low. However, the Company has risk management plans to reduce the impacts from interest rates f luctuation using f ixed interest rate loans and f loating interest rate loans when it deems appropriate.

• Risks from uncertainty of online lottery

projectLoxley GTECH Technology Company Limited, an associate

of Loxley Public Company Limited signed an agreement with the Government Lottery Off ice (GLO) of Thailand to provide equipment and service for online lottery project on 29 July 2005. According to the agreement, online lottery ticket vending machines shall be ready for operation within seven months after the contract signing date. However, for the past f ive years, LGT has been repeatedly informed by the GLO to postpone the operation. Despite the facts that LGT has tried to negotiate a way out with the GLO and that recently the government seemed to have a resolution to go ahead with operation of the vending machines in selling 6-digit lotteries instead of 3-digit and 2-digit lotteries, uncertainty remains. The Company has acknowledged this loss from impairment of investment and closely followed up on the project in order to adjust business plans in due time. The problem is considered an uncontrollable uncertainty. The Company has f inally set up reserve funds for all of the impairment of investment.

• ExternalrisksExternal risks that have affected the company’s business

operation and incomes include the political unrest in Bangkok. So far, the unrest has had more or less impacts on the company’s revenues and operations of many departments. Because the unrest was unpredictable and it is likely to reoccur in the future, the Company has planned to cope with such incidents with f lexible working system, document protection measure, and security systems to safeguard all the company’s buildings, assets and employees.

Administrative Risk Factors

• PersonnelRisksThe Company has put a focus on human resource development

and management, incessantly upgrading employees’ skills and expertise. However, retirements of high ranked executives and key persons are considered one of the Company’s major risks. To solve the problem, the Company has planned for development of substitutes for positions in each working f ield. The Company will not cling to one specif ic person’s capability or decision but will distribute responsibilities and decisions under the management of the Board of Directors.

Risk Factors


Jago Company Limited (Jago), a subsidiary of Loxley Public Company Limited, litigated for damages from the Government Lottery Offfiififice (GLO) since the latter has failed to perform some of its obligations pertaining to the contract. Jago had then issued a letter to GLO for terminating the contract. The order of magnitude is as follows:

October 1996, Loxley Public Company Limited established Jago Company Limited with a registered capital amount of 330 million Baht, equivalent to 99% of shareholdings. The main objectives of the Company included: providing dealer services and paying out prizes for online charity lotteries for the GLO.

December 1996, the GLO awarded the contract to Jago, which has then become its dealer responsible for prize payout for online charity lotteries on behalf of the GLO for a 10 year contract period. Jago would only be able to terminate this contract by following the conditions/restrictions listed in it. Jago was entitled to receive revenue shared from the sales of those lotteries as specif ied within the contract.

November 1999, Jago issued a letter to the GLO to terminate the contract since the latter was unable to perform some of its obligations under the contract and Jago has decided to cut its losses on the project expected revenue.

Legal DisputeDecember 2000, the arbitrators stipulated the GLO was

required to compensate Jago the sum of 2,508.6 million Baht, with interest of 7.5 percent per annum, within 60 days after receiving a duplicate copy of the verdict from the arbitrators.

July 2004, the Civil Court issued a judgment that Jago recovered, in favor of the arbitrators’ verdict. Since then, the GLO has appealed the verdict.

October 2009, Jago submitted additional evidence to the Supreme Court. The GLO f iled an appeal with the Supreme Court in an attempt to overturn such verdict.

February 2010, the Supreme Court has overturned the Civil Court’s judgment. Therefore, the case is fiffiififinal and GLO has not to compensate Jago as the verdict of the arbitrators and the Civil Court.

This case, however, is strictly not related to the Online Lottery Services contract which Loxley GTECH Technology Company Limited, another subsidiary of Loxley Group, had signed with GLO in 2005.


Details of the CompanyCompany Name : Loxley Public Company LimitedLocation of Head Off ice : No. 102 Na Ranong Road, Klong Toey Subdistrict, Klong Toey District, Bangkok 10110Telephone No. : 0-2348-8000Facsimile No. : 0-2348-8001Type of Business : CommerceNumber and Type of Total Issued Share :Registered Capital : Baht 2,000,000,000, divided into 2,000,000,000 ordinary sharesPaid-up Capital : Baht 2,000,000,000, divided into 2,000,000,000 ordinary sharesPar Value per Share : Baht 1.00

InformationonRegisteredCapital

Capitalafter

Increase/

Decreaseof

Capital

(MillionBaht)

ReasonofCapital

Increase/Decrease

NumberofSharesandPrice

ofCapitalIncrease/Decrease

1 April 1993 240.00 400.00 Business expansion and increase of 24,000,000 shares, investment fund at Baht 10.00 per share

27 January 1995 60.00 460.00 Reservation for the exercise of 6,000,000 shares, conversion right on debentures at Baht 10.00 per share

20 March 1996 60.00 520.00 Reservation for the exercise of 6,000,000 shares, conversion right on debentures at Baht 10.00 per share

30 November 2000 (120.00) 400.00 Reduction of shares for 12,000,000 shares, non-converted debentures at Baht 10.00 per share

4 December 2000 1,600.00 2,000.00 - Offering 65 million shares to - 65,000,000 shares, existing shareholders at Baht 10.00 per share - Reservation of 85 million shares - 85,000,000 shares, for the exercise of conversion at Baht 10.00 per share rights on debentures - Offering 10 million shares to - 10,000,000 shares, Company directors and staff at Baht 10.00 per share

25 December 2003 - - Reduction of share value from 2,000,000,000 shares, Baht 10.00 to Baht 1.00 at Baht 1.00 per share

3 May 2007 (1.92) 1,998.07 Cancellation of non-issued 1,998,078,970 shares, ordinary shares at Baht 1.00 per share

11 May 2007 1.92 2,000.00 - Offering shares to Ekpavee - 2,000,000,000 shares, Company Limited at Baht 1.00 per share 650.00 2,650.00 - Reservation for the exercise of - 2,650,000,000 shares, conversion right on debentures at Baht 1.00 per share

8 May 2008 (650.00) 2,000.00 Reduction of reserve shares for 2,000,000,000 shares, the exercise of conversion right at Baht 1.00 per share on debentures

Date/Month/Year

ofRegistrationin

Articles

ofAssociation

Increased/

Decreased

Capital

(MillionBaht)


*1 Thai NVDR Company Limited is a subsidiary established by The Stock Exchange of Thailand. It is automatically regarded as a listed security by SET. Those who invest in Thai NVDR receive the same full f inancial benef its as they would receive had they invested directly in shares, however, without any voting right in shareholders meeting.

Capital Structure(1) TheCompany’sSecurities

At 31 December 2010, the Company has authorized share capital valued at 2,000,000,000 Baht, with issued and paid-up share capital at 2,000,000,000 Baht, 1 Baht per share.

(2) Shareholders

Details of top 10 major shareholders whose names were shown in the share register book as of 25 March 2010 (The latest share registry book closing date for the Annual General Meeting of Shareholders on 28 April 2010) were as follows:

No. NumberofShares TotalShareholdingPercentageName

1. Ekpavee Co., Ltd. 556,341,060 27.82

2. Thai NVDR Co., Ltd.*1 90,518,067 4.52

3. Mrs. Amphai Harnkaivilai 40,000,000 2.00

4. Mr. Pairote Lamsam 35,589,030 1.78

5. Mr. Dhongchai Lamsam 25,459,090 1.27

6. Mr. Photipong Lamsam 24,433,680 1.22

7. Mrs. Benjawan Kumpanartsanyakorn 23,300,000 1.16

8. M.L. Prasobchai Kasemsant 20,400,000 1.02

9. Mr. Banyong Lamsam and 19,229,710 0.96

Mrs. Nartrudee Weeramaeteekul

10. Mrs. Ampita Jitsaena 18,410,000 0.92


(3)DividendPaymentPolicy

It is the Company’s policy to make dividend payments of at least 40% of its net prof its before vested interests in subsidiaries and associated companies.

In 2006, the Company paid dividends at the rate of Baht 0.05 per share for a total of Baht 99.90 million. In 2007, the Company did not pay dividend in order to reserve the capital for future business expansions. In 2008 and 2009, the Company did not pay dividend due to retained def icit.

It is the policies of the Company’s subsidiaries, however, to pay dividends when they have an excess out of their operating prof its less investment costs, working capital and debts payable. Dividend payments by each subsidiary, however, depend on the category of its business and conditions of the industries in which it is engaged.

EkpaveeCo.,Ltd.andLamsamGroupcomprise

(asatthecloseofshareregistrybookdated25March2010)

Name ShareholdingPercentage

1. Ekpavee Co., Ltd. 27.82%

2. Mr. Pairote Lamsam 1.78%

3. Mr. Dhongchai Lamsam 1.27%

4. Mr. Photiphong Lamsam 1.22%

5. Mr. Banyong Lamsam and 0.96%

Mrs. Nartrudee Weeramaeteekul

6. M.R. Sam-aungvarn Lamsam 0.56%

7. LT. Chalermchoke Lamsam 0.47%

8. Mr. Sukit Wanglee 0.23%

9. Mrs. Chanjaree Lamsam 0.19%

10. Mr. Yutti Lamsam 0.18%

Total 34.68%


Details of Ownership in Loxley Subsidiaries and Associated Companies

As of 31 December 2010, the Company’s paid-up capital is Baht 2,000,000,000. The Company holds shares, directly and indirectly, in 18 subsidiaries and 9 associated companies, as follows:

SubsidiariesdirectlyownedbyLoxley

No.

Registeredandpaid-up

capital(MillionBaht)

%ofshare-holding

Nameofcompanies Address Typeofbusiness

1 Loxley Wireless Co., Ltd. No. 555 Rasa Tower, sale and service of 100.00 99

22nd Floor, telecommunication and

Phaholyothin Road, information technology

Chatuchak Subdistrict, systems

Chatuchak District,

Bangkok

2 Loxbit Plc. No. 475, 8th Floor, Unit trading of 475.20 99

No. 801, Siripinyo telecommunication

Building, Sriayudhaya equipment, computers

Road, Phayathai and computer programs

Subdistrict, Rajthevi

District, Bangkok

3 Jago Co., Ltd. * No. 102 Na Ranong Road, sale of online lottery 330.00 99

Klongtoey Subdistrict,

Klongtoey District,

Bangkok

4 Data Mining Co., Ltd. No. 102 Na Ranong Road, service of information 8.00 99

(former name, Loxley Klongtoey Subdistrict, technology equipment

Energy Co., Ltd.) Klongtoey District, and computer systems

Bangkok

5 Loxley Joint & Hold Co., Ltd. No. 102 Na Ranong Road, holding company 1,000.00 99


Klongtoey District,

Bangkok

6 Asia Security Management No. 102 Na Ranong Road, provide security services 100.00 69

Co., Ltd. Klongtoey Subdistrict, at Suvarnabhumi Airport

Klongtoey District,

Bangkok

7 Societe Commercial Lao 111 Ban Mixay, 3rd Floor, trading in Lao People’s 162.70 67

Setthathirath Rd., Democratic Republic

Million Kip

B.P. 2924, Vientiane,

Lao People’s

Democratic Republic


SubsidiariesdirectlyownedbyLoxley

No.



%ofshare-holding


8 Parts Zone (Thailand) Co., Ltd. No. 11, 13 Ramkamhaeng trading in automotive 25.00 60

Road, Meenburee District, parts and equipment

Bangkok

9 Loxley Property Development No. 102 Na Ranong Road, off ice, billboard rental 107.50 59

Co., Ltd. Klongtoey Subdistrict, and services

Klongtoey District,

Bangkok

10 Loxley Global Co., Ltd. No. 102 Na Ranong Road, holding company 99.00 51


Klongtoey District,

Bangkok

No.



AddressNameofcompanies Typeofbusiness

SubsidiarieswhichLoxleyControls

11 Loxley Trading Co., Ltd. No. 102 Loxley Building,

Na Ranong Road,


Klongtoey District, Bangkok

sale of consumer products 50.00 50

%ofshare-holding


No.



%ofshare-holding

AddressNameofcompanies Typeofbusiness

SubsidiariesindirectlyownedbyLoxley

12

13

14

15

16

17

18

supply, maintenance and

set up of work system,

installation of computers and

management of computerized

center

telecommunication and

computerized database service

trading of computer, computer

spare parts and equipment, of

all types

trading of telecommunication

equipment

installation and repair of IT

equipment, sale of computers

and peripherals

educational services through

network system

sale of Castrol and BP

lubricant

Professional Computer Co., Ltd.

Loxbit PA PLC.

(former name, Point Asia P)

NetONE Network Solution Co., Ltd.

Thai Gateway Co., Ltd.

L Hardware and Services Co., Ltd.

Digital Screen Play Co., Ltd.


(former name, AsPac Oil

(Thailand) Limited)

No. 475 Siripinyo Building,

17th-18th Floors,

Sriayudhaya Road,

Phayathai Subdistrict,

Rajthevi District, Bangkok

No. 102 Loxley Building,

14th Floor, Na Ranong Road,



No. 408/81, 19th Floor,

Phaholyothin Place Building,

Phaholyothin Road, Samsean

Nai Subdistrict, Chatuchak

District, Bangkok

No. 102 Na Ranong Road,



No. 44/385-389 Moo 10,

Navamin Road, Klong-kum

Subdistrict, Bueng-kum

District, Bangkok

No. 88/44 Moo 3 Soi

Ramintra 5 ,Ramintra Road,

Anusaowari Subdistrict,

Bangkhen District, Bangkok

No. 183, 23rd Floor,

Rajanakarn Building,

South-Sathorn Road,

Yannawa Subdistrict,

Sathorn District, Bangkok

230.00

44.57

70.00

17.00

5.00

10.00

49.00

99

99

99

99

99

70

40


AssociatedcompaniesdirectlyownedbyLoxley

1

2

3

4

5

6

7

8

9

advertising series post production services

solar power plant

manufacture of f iber optic

sale and service of information technology and online lottery sale systems

import and sale of accident preventive systems

services of real time vehicles tracking management system

manufacture and sale of chemicals for metal casting

manufacture and sale of steel roof ing

Manufacture and sale of cold rolled steel

Oriental Post Co., Ltd.

L Solar 1 Co., Ltd.

Thai Fiber Optics Co., Ltd.

Loxley GTeCh Technology

Guardf ire Limited

Mobile Innovation Co., Ltd.(former name, L Spot Co., Ltd.)

Foseco (Thailand) Limited(former name, OLN (Thailand) Limited)

BlueScope Lysaght (Thailand) Limited(former name, BhP Steel Lysaght (Thailand) Limited)

BlueScope Steel (Thailand) Limited(former name, BhP Steel (Thailand) Limited

No. 333/3 Rachadanivej Village, Soi 19, Pracha-uthit Road, Samsennok Subdistrict, Huay-kwang District, Bangkok

No. 102 Na Ranong Road, Klongtoey Subdistrict,Klongtoey District, Bangkok

989 Siam Tower Building, Rama I Road, Patumwan Subdistrict, Patumwan District, Bangkok

No. 102 Na Ranong Road,Klong Toey Subdistrict,Klong Toey District, Bangkok

No. 1780 Tiauhong-Bangna Building, Bangna-trad Road, Bangna Subdistrict, Bangna District, Bangkok

No. 128/224, 227, 228 21st Floor, Phayathai Plaza Building, Phayathai Road, Thung Phayathai Subdistrict, Rajthevi District, Bangkok

No. 170/69, 22nd Floor, Ocean Tower I Building, Rajchadaphisek Road, Klongtoey Subdistrict, Klongtoey District, Bangkok

No. 16, Soi Phahonyothin 96, Prachathipat Subdistrict, Thanyaburi District, Patumthani

No. 2 Soi G9, Pakornsong-krohrad Road, Maptaphut Subdistrict, Muang District, Rayong

150.00

220.00

100.00

300.00

20.00

184.00

10.00

600.00

5,000.00

NOTE * This company has not operated its main business and none of their directors hold shares in subsidiaries/associated companies

exceeding 5% of the registered capital.

No.



%ofshare-holding


50

45

40

35

30

27

26

25

25


ManagementLoxley’s management structure comprises a company committee, whose members are experts in different f ields.

Sub-committees are appointed by the company committee to oversee and manage businesses. Each member of the committees has responsibilities as follows:

TheCompany’sBoardofDirectorsPursuant with the Company’s Articles of Association, the Company’s Board of Directors shall consist of not less than 5

and not more than 21 members of whom not less than half of that number must have residence in the Kingdom. And, the Company’s directors must be qualifif ied in accordance with the prerequisites of law.

List of members of the Company’s Board of Directors as of 31 December 2010 :

Company Secretary is Mr. Pichai Mooputtarak.

Chairman of the Board

Vice Chairman of the Board

President and Member of the Nominating

and Remuneration Committee

Independent Director and Chairman of the Audit Committee

Independent Director



Independent Director and Member of the Audit Committee

Independent Director, Chairman of the Nominating and

Remuneration Committee and Member of the Audit Committee

Director

Director, Senior Executive Vice President and Member of the

Nominating and Remuneration committee

Director

Director and Executive Vice President

Director, Executive Vice President and Member of the

Nominating and Remuneration Committee



1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

No. PositionName

Mr. Pairote Lamsam

Mr. Sukit Wanglee

Mr. Dhongchai Lamsam

Dr. Harit Sutabutr

Dr. Wissanu Krea-ngarm

Mr. Sirin Nimmanahaeminda

Dr. Supavud Saicheua

Mr. Charoon Chinalai

Mr. Dusit Nontanakorn

Mr. Supachai Wanglee

Mr. Suebtrakul Soonthornthum

Mr. Poomchai Lamsam

Mr. Vasant Chatikavanij

Mr. Suraphand Bhasitnirandr

Dr. Sompop Chareonkul

Mr. Suroj Lamsam


AuthorityofDirectorsandRestrictionsonAuthorityofDirectors

Number and names of the directors who are authorized to sign on behalf of the Company are as follows: Two of the following seven persons jointly sign and aff ix the Company’s seal: Mr. Pairote Lamsam, Mr. Dhongchai Lamsam, Mr. Sukit Wanglee, Mr. Supachai Wanglee, Mr. Poomchai Lamsam, Mr. Vasant Chatikavanij and Mr. Suroj Lamsam OR any one of the seven directors above mentioned jointly signs with any one of the following directors totaling two directors and aff ix the Company’s seal: Mr. Suebtrakul Soonthornthum, or Mr. Suraphand Bhasitnirandr, or Mr. Sompop Chareonkul.

IndependentDirectorsThe Company’s independent directors whose opinions, instructions, and warnings are independent and free from the

Company’s management. As a result, the Company does not authorize any independent director the rights to enter into any legally binding documentation with the Management.

An Independent Director is required to follow the guidelines as follows:1. Holds not more than 1% of the common shares from the Company, its parent company, subsidiaries, joint-ventures,

juristic persons with possible conf licts of interests including his/her relatives’ shareholding activities.2. Does not or has not been a director related to operation management, staff member, employee, permanent consultant,

or administrative person of the Company, its parent company, subsidiaries, joint-ventures, partners, or juristic person with conf licts of interest for the past 2 years on the date of appointment.

3. Does not relate either by birth or marriage, e.g., father, mother, spouse, brother or sister, child, and child’s spouse, of the Management, major shareholder, inf luential person, Management candidate, or inf luential person of the Company’s subsidiaries.

4. Does not or has not related in business operations, e.g., regular business transactions, real-estate rental, asset service transaction, f inancial assistance, including related activities where debt payment transaction is required from 3% of the Company’s net assets or Baht 20 million, whichever is less, with the Company, its parent company, subsidiaries, joint-ventures, or juristic person with possible conf lict of interest affecting independent judgment, as well as not being a major shareholder, non-independent director, or management executive of the business related with the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest, for the past 2 years prior to the appointment.

5. Does not or has not been the Auditor of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest, as well as not being a major shareholder, non-independent committee, management executive, or shareholder of Auditing off ice where the Auditor of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest, belongs to, for the past 2 years prior to the appointment.

6. Does not or has not provided professional services including legal advice or f inancial advice with annual fee of over Baht 2 million from the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest. However, in the case when such professional is a juristic person, it would include being a major shareholder, non-independent committee, management executive or management share of such professional, for the past 2 years prior to the appointment.

7. Is not a Director appointed on behalf of the major shareholder or a shareholder related to the major shareholder of the Company.

8. Does not possess any other features that would affect independent opinion regarding Company’s operations.Furthermore, after the Independent Director has been appointed, he/she would be delegated by the Board of Directors to

authorize transactions on the operations of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest, under an optional collective decision.


ScopeofAuthorityandResponsibilitiesoftheCompany’sBoardofDirectors

1. Discharges its duties in line with the laws, Company Objectives and its Articles of Association as well as resolutions adopted by general meeting(s) of shareholders and exerts care in safeguarding the Company’s interests.

2. Sets out policies, objectives, strategies, and directs the Company’s course of action as well as supervises and monitors the management’s activities to ensure that they are effectively implemented pursuant with the policies that had been laid down.

3. Make approvals on issues of substance such as policies, business plans, major investment and any other items as prescribed by the law unless such matters are subjected to resolutions from general meeting(s) of shareholders as required by law.

4. Nominates director(s) duly authorized to sign to bind the Company, appoints Chairman of the Board and Deputy Chairman or else assigns one or several directors or any other person(s) to carry out any action on behalf of the Board.

5. Appoints the company secretary to be responsible for any operations abide by law.6. Convenes shareholders meetings, Board of Directors meetings and ensures that there are preparations for f inancial

reports which shall be presented in conjunction with the Licensed Auditor’s report in the annual report covering major issues pursuant with the Stock Exchange of Thailand’s policy and as prescribed by the law.

7. Establishes the internal control, risk management, and regulation according to the corporate governance guidelines as well as transparent, accurate, and timely disclosure of information for shareholders, investors, and stakeholders.

MeetingsoftheBoardofDirectors

The Board meetings are scheduled at least once every quarter, where special meetings may be arranged as necessary. Meeting agenda would be specif ied in advance which includes operation performance monitoring as one of them. During the meeting, each Board member is free to express his/her opinion and advise additional agendas where the Chairperson is responsible to manage proper timing in order for the Management to prepare documentation and information related to the agenda. The secretary to the Board is responsible for meeting appointment, document preparation, meeting invitation all of which is to be submitted at least 7 days in advance for prior consideration unless necessary including recording minutes of meeting, and safekeeping for future verifif ication.

Meetings of the Board of Directors and Sub-Committees in 2010:

8/9

9/9

8/9

9/9

7/9

7/9

9/9

9/9

9/9

7/9

-

-

10/10

-

-

-

-

-

-

-

-

-

-

7/7

-

-

-

7/7

7/7

-

-

-

2/2

-

-

-

-

-

2/2

-

1

2

3

4

5

6

7

8

9

10

Mr. Pairote Lamsam

Mr. Sukit Wanglee


Dr. Harit Sutabutr

Dr. Wissanu Krea-ngarm






No.

FrequencyofAttendance/NumberofMeetings

BoardofDirectors

ExecutiveBoard

AuditCommittee

NominatingandRemunerationCommittee

Name


9/9

8/9

7/9

8/9

9/9

9/9

-

-

-

-

8/10

-

9/10

10/10

9/10

10/10

10/10

4/10

9/10

10/10

-

-

-

-

-

-

-

-

-

-

2/2

-

-

2/2

-

-

-

-

-

-

11

12

13

14

15

16

17

18

19

20


Mr. Poomchai Lamsam




Mr. Suroj Lamsam

Lt. Suchin Baholyodhin RTN

Dr. Jingjai Hanchanlash

Mr. Trichakr Tansuphasiri

Lt. Chalermchoke Lamsam

No.

FrequencyofAttendance/NumberofMeetings

BoardofDirectors

ExecutiveBoard

AuditCommittee

NominatingandRemunerationCommittee

Name

TheExecutiveBoardList of members of the Executive Board as of 31 December 2010:

Secretary to the Executive Board is Mr. Pichai Mooputtarak.

President

Senior Executive Vice President

Executive Vice President






Director

Director

1

2

3

4

5

6

7

8

9

10






Lt. Suchin Baholyodhin RTN

Dr. Jingjai Hanchanlash

Mr. Suroj Lamsam

Mr. Trichakr Tansuphasiri

Lt. Chalermchoke Lamsam

No. PositionName

ScopeofAuthorityandResponsibilitiesoftheExecutiveBoard

1. Determines business plans, budgets, strategies, core management structure for business operations and def ines various management authorities of the Company compatible to economic conditions and competition. With the Board of Directors’ approval, leads the Company through any crisis.

2. Inspects, follows-up and implements Company policies and operating results as well as controlling operating costs to ensure effective and eff icient implementation of business plans.

3. With the President’s authorization, considers matters concerning recruitment, appointment, employment, re-location, discharge, re-positioning, transfer, work suspension, termination of employment and def ines remuneration including expenses and facilities for employees from Senior Vice Presidents downwards.

4 Considers issues pertaining to investment, seeks new business opportunities as well as handling other activities of the Company which are or relate to its normal course of operations.


5. Takes action on various matters as assigned by the Company’s Board or shareholders or as required by the laws or the Company’s Articles of Association which includes screening various matters for submission to the Company’s Board.

ManagementAuthorizationtothePresident

In reference to the Company’s Board of Directors Meeting no.2/2001 held on 9 April 2001. The Board approved the President’s scope of authority and responsibilities as follows: 1. Monitor and supervise work undertaken by the management to ensure that they are implemented in accordance with

policies laid down by the Company’s Board of Directors. 2. Administer the operations and approve various matters concerning the Company’s operation in its normal course of

business so as to ensure continuity. 3. Look after, operate and perform regular work in the normal course of operations in the Company’s interest to ensure

that they are implemented in line with the Company’s Objectives and Articles of Association as well as pursuant with orders, resolutions, policies, plans and budgets approved or assigned by the Company’s Board under the framework of relevant laws.

4. The President is vested with the authority, in cases of new or overseas investments, borrowing or lending of money right through to guarantee over and above those in the normal course of business in order to protect the Company’s rights and interests and to ensure that the conduct of its operations are carried out effectively, to carry out such various actions although any of such matters may be submitted, at his/her discretion, to the Board for its consideration/ approval. The exception is where the Company is required to act in accordance with criteria prescribed by the Stock Exchange of Thailand, the President will take action along such criteria as well. In case the President or person(s) who may have conf licts of interests as def ined by the Notif ications of Off ice of Securities and Exchange Commission or the Stock Exchange of Thailand have vested interests or may have any conf lict of interests in any other manner with the Company or its subsidiaries, such transaction can be approved only by the Independent Directors and/or the Company’s Board of Directors.

On this matter governing the normal signing of approval for various matters for the Company and its subsidiaries, the Company normally has a policy in place which sets out the scope of authority concerning the signing for approval of such matters which are in a form that will be decentralizing power by setting out the line and matters for which an executive at any specif ic level will be authorized to approve. Review, improvement and changes will also be made appropriately in accordance with the circumstances. As for other matters which are of material importance to the Company, the Company has prescribed that two directors signing jointly under aff ixment of the Company’s seal will have the authority to act on its behalf.

TheAuditCommitteeThe Audit Committee is an independent entity which will give its support to, and act in the name of, the Company’s Board

of Directors in order to review f inancial information to be submitted to shareholders and other relevant parties, review internal control system set up by management and the Company’s Board and the internal audit procedure as well as communicating with the Company’s auditor.

The Company has specif ied the qualif ications of the Audit Committee in the Audit Committee Charter as follows:1. Holds not more than 1% of the common shares from the Company, its parent company, subsidiaries, joint-ventures,

juristic persons with possible conf licts of interests including his/her relatives’ shareholding activities.2. Does not or has not been a committee related to operation management, staff member, employee, permanent consultant,

or administrative person of the Company, its parent company, subsidiaries, joint-ventures, partners, or juristic person with conf licts of interest for the past 2 years on the date of appointment.

3. Does not relate either by birth or marriage, e.g., father, mother, spouse, brother or sister, child, and child’s spouse, of the Management, major shareholder, inf luential person, Management candidate, or inf luential person of the Company’s subsidiaries.


4. Does not or has not related in business operations, e.g., regular business transactions, real-estate rental, asset service transaction, f inancial assistance, including related activities where debt payment transaction is required from 3% of the Company’s net assets or Baht 20 million, whichever is less, with the Company, its parent company, subsidiaries, joint-ventures, or juristic person with possible conf lict of interest affecting independent judgment, as well as not being a major shareholder, non-independent director, or management executive of the business related with the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest, for the past 2 years prior to the appointment.

5. Does not or has not been the Auditor of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest, as well as not being a major shareholder, non-independent director, management executive, or shareholder of Auditing off ice where the Auditor of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest, belongs to, for the past 2 years prior to the appointment.

6. Does not or has not provided professional services including legal advice or f inancial advice with annual fee of over Baht 2 million from the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest. However, in the case when such professional is a juristic person, it would include being a major shareholder, non-independent director, management executive or management share of such professional, for the past 2 years prior to the appointment.

7. Is not a Director appointed on behalf of the major shareholder or a shareholder related to the major shareholder of the Company.

8. Is not a Director delegated by the Board of Directors to make a decision on behalf of the Company, its parent company, subsidiaries, joint-venture, or juristic person with possible conf licts of interest.

9. In the case when an Independent Director is appointed as an Independent Director in the Company, its parent company, subsidiaries, he/she is required to disclose information related to such position including remuneration received in Form 56-1 and 56-2, accordingly.

10. Does not possess any other features that would affect independent opinion regarding Company’s operations.

The Audit Committee is composed of 3 members as follows:

Chairman of Audit Committee

Audit Committee Member

Audit Committee Member

1

2

3

Dr. Harit Sutabutr



No. PositionName

Note: Mr. Dusit Nontanakorn possesses accounting and f inance experience. Secretary to the Audit Committee is Mr. Chamnan Chotcomwongse.

TheAuditCommittee’sScopeofDutiesandAuthority

1. The Audit Committee is responsible for the following functions specif ied by the Board of Directors: 1.1 Verify the Company’s f inancial reports 1.2 Optimize the Company’s Internal Control and Internal Audit processes properly and eff iciently as well as verify

the independence of the Internal Auditor including consideration of appointment, transfer, and dismiss the Internal Auditor or related agency responsible for Internal Audit

1.3 Follow Securities and Exchange Regulations and Rules of the Stock Exchange of Thailand, Public Company Act, Accounting Act, or related laws

1.4 Optimize the Company’s Risk Management properly and effectively 1.5 Nominate an independent candidate as an Internal Auditor as well as his/her salary including participation in auditor’s

meeting with the absence of the Management at least once a year 1.6 Verify all related transactions or transactions with possible conf licts of interests according to the law and Securities

and Exchange regulations to ensure integrity for the Company’s maximum benef it


TheNominatingandRemunerationCommitteeThe Nominating and Remuneration Committee consists of 4 members as follows:

Chairman of Directors Nominating and

Remuneration Committee

Member

Member

Member

1

2

3

4





No. PositionName

The Secretary of this Committee is Dr. Dawarit Tansuphasiri.

1.7 Prepare the Audit Committee Report to be included in the Company’s Annual Report and signed by the Audit Committee Chairperson with the following details:

1.7.1 Opinion on integrity and conf idence of the Company’s Financial Report 1.7.2 Opinion on the adequacy of the Company’s Internal Control 1.7.3 Opinion on the compliance to the Securities and Exchange regulations, Stock Exchange rules, or related

business laws 1.7.4 Opinion on the Auditor’s qualif ication 1.7.5 Opinion on the transactions with possible conf licts of interests 1.7.6 Number of Audit Committee meetings and each Committee member’s participation 1.7.7 Opinion or suggestion of the Audit Committee by complying with the Charter 1.7.8 Other transactions worth for the shareholders and general investors under the assigned roles and

responsibilities from the Board of Directors 1.8 Perform additional assignment from the Board of Directors with an approval from the Audit Committee

On performing the activities specif ied in the f irst paragraph, the Audit Committee is directly accounted for the Board of

Directors where the Board of Directors is accounted for the Company’s operation to the public.

Whenever the Audit Committee’s duties are changed, the Company shall prepare the change of duty policy and the updated member and duties of the Audit Committee set forth by the Stock Exchange to be submitted to the Stock Exchange by 3 days after such changes according to the Stock Exchange’s guidelines on electronic reporting.

2. Should the Audit Committee f ind or suspect any of the following transactions or actions that would signif icantly affect the Company’s f inancial status or operations, the Audit Committee shall report the Board of Directors in order to adjust such items accordingly on time: 2.1 Errors or incomplete transaction record in Accounting or Financial Reports 2.2 Improper or ineff icient Internal Control and Internal Audit 2.3 Ineff icient Risk Management 2.4 Transactions with conf lict of interest 2.5 Fraudulent or signif icant defects in Internal Control 2.6 Breaching of Securities and Exchange Regulations, Stock Exchange rules or related laws

Should the Board of Directors or the Management does not correct such impairment specif ied in the f irst paragraph, an Audit Committee member may report such impairment to the Securities and Exchange Commission or the Stock Exchange directly.


ScopeofAuthorityandResponsibilitiesoftheNominatingandRemunerationCommittee

1. Searches for a suitable list of directors and senior executives from the positions of executive directors upwards from individuals inside or outside the Company.

2. Submits nominations of members of the Board of Directors and senior executives who have been short-listed as well proposing their remuneration and other fringe benef its for the approval by the Company’s Board or shareholders.

3. Reviews the ratio, number and qualif ications as well as performance evaluation guidelines for directors. 4. Conducts studies in order to make proposals for policies, criteria governing payment of remuneration as well as payment

of remuneration and other fringe benef its for the Company’s Board, members of other committee(s) or sub-committee(s) appointed by the Company’s Board. Data for such studies will be compiled by work units in the Company’s organization.

5. Takes other action as assigned by the Company’s Board or the Chairman of the Board or pursuant to Rules of the Off ice of the Securities and Exchange Commission (SEC) or the Stock Exchange or other laws.

SelectionProceduresofDirectorsandSub-CommitteeMembers

As far as search for the Company’s Board of Directors, President and members of the Executive Board right through to members of the sub-committees is concerned, they will be f irst short-listed and selected from those already screened by the Nominating and Remuneration Committee and then submitted to the Company’s Board of Directors and/or the shareholders meeting for further consideration. Action in this respect will be taken in line with the Company’s policy and matters as suitable qualif ications, adeptness and capabilities as well as ability to devote adequate time to the Company’s operations will always be taken into consideration.

Appointment and removal of directors will be made by majority votes adopted by meeting(s) of shareholders in accordance with the following criteria and procedure: 1. One shareholder will have one vote for one share. 2. Each shareholder must cast all the votes he/she holds under (1) to select one or several person(s) as director(s) although

they may not share out their votes in any more or less manner to any candidate. 3. Person(s) receiving the maximum number of votes in the respective order will be appointed as director(s) for the number

of directors to be selected or appointed on that occasion. Where persons selected in the next sequence receive equal votes which exceed the number of director(s) to be selected or appointed on that occasion, the decisive vote shall be cast by the chairman of that meeting.

At each Annual Ordinary General Meeting, one-third members of the Board shall retire. The number of directors to retire if there is a fraction of this number shall be the nearest f igure to this one-third.

Directors to retire in the f irst and second years after the Company’s incorporation will be decided by lots. For subsequent years, however, director(s) with the longest term in off ice shall retire. However, those who retire at the end of their term may be re-elected.

A vacancy in the Board by reasons other than retirement at the end of the term will be f illed at the next Board meeting by a qualif ied person selected by the Board who must not also be subjected to any restriction by law unless the remaining term of that director is less than two months. The replacing director will remain in his/her post only for the remaining term of the directors/he replaces.

The Board’s resolution under paragraph one shall consist of not less than three-fourths of votes from the remaining directors.


(1) Remunerationforyear2010: 1.1 Total remuneration for 16 members of the Company’s Board of Directors was Baht 9,792,000. (constituting meeting

allowances*1) 1.2 Total remuneration for the Audit Committee and Nominating and Remuneration Committee members was Baht 1,920,000.

(constituting meeting allowances) 1.3 Total remuneration for 10 Executive Board members was Baht 36,720,000 (constituting salaries), with the following details:

Notes: *1 The payment was not included the compensation and welfare paid to directors as the Company’s staff orsubcommittee of any working group.

2) OtherCompensation -None-

3) ProvidentFunds To encourage savings for its employees and to ensure that they will be equipped with additional welfare measures in time of necessity and on their retirement, the Company and some of its subsidiaries have set up a Contributory Fund and a Provident Fund for permanent employees in which respect monthly contributions will be made by employees at the rate of 5% of their monthly salaries while the Company and its subsidiaries will also make their contributions towards such Contribution Funds and Provident Funds in accordance with rules/regulations set up by that particular company.

(InBaht)

Executives Remuneration

Mr. Pairote Lamsam

Mr. Sukit Wanglee


Dr. Harit Sutabutr

Dr. Wissanu Krea-ngam







Mr. Poomchai Lamsam




Mr. Suroj Lamsam

Total

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

240,000

-

-

-

-

-

360,000

-

240,000

-

-

240,000

-

-

1,080,000

NameCompany’sDirectors

RemunerationAuditCommittee

Members

NominatingandRemuneration

CommitteeMembers

1,152,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

576,000

9,792,000

-

-

-

360,000

-

-

-

240,000

240,000

-

-

-

-

-

-

-

840,000


The Company has administrated its business in compliance with legal regulations. We are committed to good corporate governance, accountable to shareholders, and all stakeholders. We regularly reviews and adjusts the operation guideline to ensure better and more practical operations. During the past year, the Company conducted its business under good governance principles as follows:

1.RightsofShareholdersThe Company arranged the annual ordinary shareholders’ meeting for the year 2010 on 28 April 2010 at Imperial Queen

Park Hotel, Sukhumvit 22, Bangkok. In this meeting, the Company informed the meeting schedule to shareholders 30 days in advance of the meeting date via the Stock Exchange of Thailand website and the Company website so the shareholders had the opportunity to study the meeting agenda in advance and submitted such documents to shareholders more than 14 days in advance of the meeting. Each agenda had the Board of Directors’ opinions. The Company also attached the CD-ROM annual report in Thai and English language and published the report for shareholders who expressed their intention to obtain such report in document, and also letter of power of attorney consisting of the explanation of documents used for the power of attorney in order to facilitate the shareholders for voting. In additions, the Company also provided the telephone number for inquiry in case of additional questions.

Board of Directors realized the importance of shareholder rights so adequate business information has been provided and decided concerning the Company’s signif icant changes in accordance with the Corporate Governance guidelines as follows:1. Ensuring every shareholder has fundamental right • Right to obtain share certif icate and right to transfer and obtain suff icient and timely information in the format proper

for making decisions that impact the Company and themselves. • Right to attend and vote in the shareholders’ meeting in order to make decisions regarding the alteration of company’s

important policies and rights of shareholders that the Board of Directors must request the approval from the shareholders’ meeting.

• Right to elect and withdraw the directors and approve the appointment of auditors. • Right to obtain the appropriation of profif it.2. The shareholders shall obtain the invitation letter and information regarding the place, time, agenda, and items need to be

considered. The Company shall provide the proper place and time by informing shareholders at least 14 days in advance of the meeting and advertise such invitation on the newspaper for 3 consecutive days.

3. In the agenda regarding the election of directors, the shareholders are able to elect an individual director and one shareholder has one vote.

4. The Chairman of the Board explains all the rules and methods of counting the number of votes from shareholders in each agenda and during the meeting, the Chairman shall open the opportunity for every shareholder to express his/her opinion and recommendation, and inquire in each agenda, and shall give the suff icient time for discussion. The Chairman, the directors and the executives, and relevant Sub-Committees shall pay attention to every question and answer every question clearly and shall summarize each agenda by voting and counting the number of votes.

5. After the shareholders’ meeting, the shareholders are able to retrieve the meeting report and outcome of the vote from the company’s website within 14 days after the meeting date.

2.EquitableTreatmentofShareholdersThe Company has treated all shareholders, major, small, individual, and corporate, equally. They all have rights to participate

in the Company’s Annual General Meetings and have equally accesses to the information. When an annual general meeting date was set, all the shareholders are informed via the Stock Exchange of Thailand website. In 2010, they were invited to submit agendas and nominate names for Committee election via the Company’s website www.loxley.co.th and the website of SET, one month prior to the meeting.

The shareholders shall obtain suff icient, equal, and timely information from the Company prior the meetings. Respective agendas shall be listed in the shareholder meeting as specif ied in the meeting invitation. The Board of Directors shall not add any extra agendas that are not informed in advance. Every shareholder who attends the meeting shall obtain a voting card and the meeting’s chairperson will explain all the rules of using the voting card, counting the number of votes and other relevant information, making sure that all shareholders understand and act accurately. English versions of related documents have been provided for foreign shareholders. For shareholders who are not able to attend the meeting themselves, they are able to exercise the right by giving proxies to other persons to attend and vote in the meeting according to the number of shares they have and in case that the shareholders do not know whom the proxies are, the Company shall provide the letter

Corporate Governance


of power of attorney by opening the opportunity for shareholders to giving proxies to one of the independent directors and the Company shall facilitate the shareholders regarding the registration and also provide the duty stamps for the shareholders.

In additions to the abovementioned meeting, the Company also offers the equality of obtaining accurate and timely information of the Company by normally disclosing the information via the Stock Exchange of Thailand’s system and then via other mass media in order to be in compliance with the rules, and the shareholders or investors including general people shall realize the information for making decisions regarding the investment.

Moreover, the Company shall prevent abuse of internal information for personal benef it which could exploit other shareholders. The Company’s Management must disclose their own interest as well as their related persons in the Company’s transactions and avoid any decision making on such transaction to ensure other executives can make decision based on the Company’s benef its. Furthermore, legal measure is also applied, e.g., the Directors and the Management must report changes of personal assets to the Off ice of Securities and Exchange Commission according to section 59 of the Securities and Exchange Act 1992 on every sale, transfer, or acquisition of the Company’s assets within 3 days after the transaction date, etc. Furthermore, the Company prohibits the executives or units from disclosing the inside information to outsiders or persons who do not have relevant duties and must maintain the important and undisclosed information as conffiifidential, and must not purchase and sell the Company’s securities within 1 month before the disclosure of quarterly and yearly f inancial statement to the public. Finally, the Company also identif ies the rule to prohibit each director and employee from using their duties and authorities or opportunity of working to seek the benef ifit for themselves or others. If any one violates this rule, he/she shall obtain the disciplinary punishment immediately.

3.RoleofStakeholders

The Company has put an importance on taking care of both internal and external stakeholders, customers, shareholders, employees, executives, business partners, competitors, including the public and the society as a whole. Therefore, policies on rights of each stakeholder group have been set. Each stakeholder can communicate with the Board of Directors through its contact person or the Company’s Public Relations Department. Guidelines in respond to the need of each group of stakeholders can be listed as follows:Customers and the Public : The Company has set up the fair price policy according to the quality of products, has provided

fair terms and conditions and responsibilities to maintain long-term relationship with customers. We have also given an importance on keeping customer’s conf idential information. We have informed complete, accurate, undistorted and timely information to customers, and are happy to accept comments by customers for better quality of products and services in the future.

Shareholders : The Company’s directors are committed to being good representatives of shareholders in conducting the business with capability and care to be fair to all groups of shareholders, executives, non-executives and foreigners, for sustainable growth.

Employees and Executives : The Company has set up proper compensation structure, that is in line with the market rates and according to knowledge, skill, responsibility and behavior of each employee. We have also provided welfares and other fringe benef its to employees. The past year, several projects were organized to support and promote teamwork and develop employees’ potentials to upgrade their expertise. Good and safety work environment was also provided for better physical and mental health of employees at all levels.

Business Partners : The Company has focused on procurement, which is an important process concerning expenses and product quality. We have selected good bidders, paid serious attention to bidding, and have never invited bidders just to complete the number required by the company’s rules. All bidders must get the same details, information and terms. No products or services have been purposely specif ied in favor of any bidder unless adequate reasons are provided. All bidders are given equal opportunity while all executives and employees related to procurement must prove their transparency in conducting their business to ensure fairness and good image of the Company.

Competitors : The Company has promoted free and fair competition. We have never accused and defamed our competitors without any facts. The Company has focused on the competition in terms of quality, product eff iciency, and service, bearing in mind maximum beneffiifits of customers and maintaining overall business image.

Community and Society : The Company have encouraged executives and employees to be good members of the society. For the company’s sustainable development, a Corporate Social Responsibility Department was established in 2010 to perform CSR activities within nearby communities with cooperation from employees, governmental and non-governmental agencies. Last year’s activities and projects include:

- Two police service centers: one for Tung Mahamek Police Station and the other for Ta Rue Police station to help facilitate people in the areas to report incidents.


- Setting up of the “Volunteer Spirits (Jit Asa)” Project to conduct community activities, such as renovation of the educational center of Talad Penang Community, teaching children in the

communities and handicraft training for people in the communities and the general public. - Promoting OTOP products from several areas to upgrade the lives of people in those areas. For example, we have acted as distributor for nectar drinks of Samut Sakhon province, and Nong Poh dairy products of Ratchburi province. - joining “Thailand Energy Award 2010” project of Ministry of Energy in conserving energy and environment by installing a building control intelligence system to save energy consumption within the Company, thereby reducing usage of chemicals, which cause CO

2 emission. A high-

standard wastewater treatment was also installed.

4.DisclosureofInformationandTransparencyTo assure all the shareholders of the company’s business transparency, accuracy and fairness, the Company has complied

with the Stock Exchange of Thailand’s guidelines on accurate, complete, and transparent disclosure of information via various communication channels as follows:1. The Company’s website, www.loxley.co.th, is a communication channel for investors and the general public to access to the company’s information anytime, anywhere. 2. A Securities Division is established to be responsible for revealing important information, both fif inancial and non-fif inancial, which includes the Company’s reports, performances, quarterly and annual f inancial reports, important resolutions approved by the Board of Directors of the Company and its subsidiaries, and other announcements in compliance with the Offfiifice of Securities and Exchange Commission and Stock Exchange of Thailand’ regulations.3. The Company has completely, accurately, and timely disclosed the fif inancial information and report of the Board of Directors’ responsibilities for f inancial statements and the auditor’s report, MD&A, general information and important information in the annual report, and form 56-1 in order to be in compliance with the Off ice of Securities and Exchange Commission and Stock Exchange of Thailand’ requirements.4. The Company has disclosed roles and responsibilities of the Board of Directors and Sub-Committees, number of meetings, and number of times that each director attends the meeting in the year 2010.5. The Company has disclosed the directors’ and executives’ remuneration that reflffilects the duties and responsibilities of each person, and pattern or characteristic of the remuneration in the year 2010. The Nominating and Remuneration Committee has considered the director’s remuneration by comparing with the companies registered in the Stock Exchange of Thailand within the same industry and comparable business size.6. The Company has assigned its President and high level executives to be responsible for investor relations work to communicate and provide investors with accurate information. In addition, meetings among high level executives, institutional investors, analysts and media are regularly held. We have also provided information to all companies who paid visits to the company in order to build up good relationships and exchange opinions for future improvement.7. The Company have disseminated up-to-date news and activities to all the employees and executives in form of newsletters and intranet communication.

5.AccountabilityoftheBoardThe Company has realized the roles and responsibilities of its Board of Directors by emphasizing on proper Corporate

Governance for the Company’s maximum benefif it. The Directors and the Management shall perform their functions with responsibility, care, and honesty. As a result, the Company has clearly specif ied the structure, roles, and responsibilities of its directors as well as respective sub-committees in compliance with principles of Corporate Governance as follows:

5.1StructureoftheBoardofDirectorsIn 2010, the Board of Directors consisted of 16 members, 6 of whom are the company executives. Six of the remaining

non-company executives are independent and the rest are Audit Committee members and external directors. In other words, more than half of the Company’s Board of Directors is independent and/or non-management directors. Seven members of the Board are from engineering fiffiield while two from laws and administration f ield; four from economic science and management f ields; and three from accounting and f inancial f ields. All the Directors are qualifif ied according to the Public Company Act 1992 and the Securities and Exchange Act 1992.

The independent directors and other directors from outside the Company are ready to freely apply their judgment for identifying the strategy, management, resource utilization, director’s appointment, and business operations standard, and ready to object other directors or management’s conduct in case of the objection regarding the issue that may impact the equality of every shareholder. Therefore, the Company is confif ident that the Board of Directors has proper check and balance and is


able to freely perform their duties as the representative of shareholders and this abovementioned will prohibit any persons or groups to have unlimited authority.

The Company has identifif ied the qualif ications of independent directors in order to be in compliance with the Off ice of Securities and Exchange Commission and Stock Exchange of Thailand’ requirements so the Company’s independent directors have genuine freedom.

The Company has clearly classif ied the position, duties, and authorities of the Board. The Chairman shall not hold another position as the President and must not be the Company’s employees or executives. The Chairman acts as the Chairman of the Board of Directors and oversees the administration work of the administration team. The chairman can give advice and assistance but cannot participate or intervene in daily administration tasks. The President acts as the Chairman of the Company’s executives and has authority and responsibility under the administration framework assigned by the Board of Directors. In additions, the Chairman shall not hold any positions in the Sub-Committee. The authority of the Board of Directors and the Sub-Committee such as Audit Committee, Nominating and Remuneration Committee has been clearly classif ied. The Chairman of the Sub-Committee must be the independent director so the action performed by the Sub-Committee has genuine freedom and every director must have freedom of expressing his/her opinions towards the company’s business operations in order to supervise the eff icient, accurate, and transparent Company’s business operations. The Board of Directors has taken care of the identif ication of policies, strategies, and maintained the benef it of shareholders. For the daily business operations and company’s business performance, the Executive Board shall perform the duties according to the goal specif ied by the Company. The authority of the Board of Directors and the Sub-Committees has been clearly classif ied under the Management.

The Company Secretary was appointed to give legal advices, to inform rules and regulations the Board of Directors needed to know and perform, to prepare for meetings, to keep important documents as specif ied by law, to oversee the business administration of the Board of Directors and of the Management’s team in compliance with the law, as well as to conduct any related activities set forth by the Stock Exchange Commission.

5.2Sub-CommitteeIn order for the maximization of the goal of good corporate governance, the Board of Directors has appointed the

members of the Committees who are knowledgeable and prof icient to be the Sub-Committee in order to assist the study of details and screen the Committee’s work more eff iciently. Currently, there are sub-committees, namely, Executive Board, Audit Committee, Nominating and Remuneration Committee with the clear structure, duties and responsibilities specif ied (for the details of roles, duties, and responsibilities, they shall be explained under Management).

5.3Roles,DutiesandResponsibilitiesofCommitteeThe Company has realized the importance of its Board of Directors’ performance with responsibilities and honesty. The

Company has clearly specif ied the structure, roles, and responsibilities of its Committees as well as respective Management Executives where the Board of Directors is responsible for corporate policy making and regulation while the Management Executives are responsible for operational management according to the company policies. The Committee also reviews the policy regarding the company’s corporate governance and regularly evaluates the performance according to such policy. The Company has clearly prepared the manual “Company’s Business Ethics” in writing so the directors, executives, and employee at every level are able to realize and apply to be the standard of conduct. Therefore, they are able to perform their duties with honesty, integrity, and fairness according to the Company’s mission towards both the Company and every parties with vested interests. The Company has regularly communicated with the employees and monitored the performance according to such abovementioned guidelines.

In addition, the Company’s Board of Directors has identif ied the policy concerning the conflffllflict of interest on the principle that the Company shall not support the related transactions with persons that may lead to conflffllflict of interest. In case that such transaction must occur, they shall be according to the guideline of normal business operations like transactions with outsiders. If any transactions are not in compliance with the guideline of normal business operations, the Company shall perform according to the step of approving the related transactions where Directors, Executives, and related personnel are required to provide additional information for such transaction for the Company Secretary in accordance with the regulation set forth by the Securities and Exchange Commission (SEC) and forfeit the right to ballot in such transaction.

The executive directors has provided the eff icient internal control system, regularly monitored and evaluated the system. In case of any abnormal circumstances, they shall be thoroughly audited and rapidly solved the problems. The internal control system is the important mechanism of management in order to help reduce business risk and stabilize the business operations to attain the specif ied goals, and help protect the company’s properties from any leakages, and also protect the benef it and investment of shareholders.


5.4Committee’sMeetingThe Company has identif ied the schedule of the Committee’s meetings in advance except the special agenda. In such case,

the Chairman or Directors according to the number specif ied by the law are able to call for additional meetings deemed as appropriate. The Chairman or Chairman of the meeting shall rely on the policy to support the consideration of various issues with transparency and shall allocate suff ificient time for presenting the details and answering the questions. The Secretary shall submit the meeting agendas and documents in advance of the meeting date.

In additions, The Company has also prepared the meeting report in writing and stored such reports orderly for auditing and the auditors shall audit the report every quarter. For other Sub-Committees, the meeting shall be separately conducted and such Sub-Committees shall perform according to the abovementioned (for details of number of the Board of Directors’ meeting in the year 2009, they are explained in the topic of Management).

5.5Committee’sSelf-evaluationIn the Board of Directors’ meetings, each director shall report the business performance under his/her responsibility so the

Committee is able to consider the performance, propose the opinions, and inquires various questions for further improvement.

5.6RemunerationRegarding the identif ication of director’s remuneration, the Nominating and Remuneration Committee shall consider before

proposing to the Company’s Board of Directors and shareholders for approval. The Nominating and Remuneration Committee has set the criteria for consideration by comparing with other companies in the same industry. The rate shall not be too high but shall be proper and suff icient for motivating and maintaining the qualif ied directors. The director’s remuneration shall be disclosed in the annual report as specif ied by the Offiffiice of Securities and Exchange Commission.

5.7DevelopmentofDirectorsandExecutivesThe Company has realized the importance of personnel development at every level, especially directors, and executives

since this group of personnel must be seriously developed and must always have updated opinions in order to adjust the business operations’ strategies to be in compliance with the conditions of business operations. The Company has periodically arranged training, seminar, and brainstorming by inviting experts from various institutes to be the instructor. In addition to the managerial development, the Company has realized the importance of personality development and ethics for executives. The training schedule for directors and executives is under the annual action plan of the Human Resource Department. In additions, persons who have the potential to be promoted to the executives or high level executives must pass various curriculum in order to develop themselves according to the succession planning criteria and the Company has identif ied various curriculums classif ied by each level of executive and the Company’s performance shall be reported in the Board’s meetings.

MonitorontheuseofinsideinformationIt is the Company’s policy to oversee that its executives would not be using the Company’s inside information for their

own benef its and to ensure that trading of securities are conducted in line with legal requirements, i.e. its directors and the executives are required to report on the changes of their securities holdings to the Off ice of the Securities and Exchange Commission by virtue of Section 59 of the Securities and Exchange Act 1992. They are required to submit such report each time a sale, purchase, transfer or acceptance of transfer of the Company’s securities takes place within 3 business days from the date of such transaction. In addition, any executive or work unit which has come into knowledge of inside information shall not disclose any of such information to a third party or to those who have no duty to be involved with the matter and to keep such major information which has not as yet been disclosed as conf idential and restricted to senior executives involved with the issues only. For example, they will not buy or sale or offer or persuade others to buy or sell Company’s securities both directly and indirectly within one month, before the declaration of quarterly and annually fif inancial statement to the public. Furthermore, the Company sets regulations not allow every board member and employee to use their authority or opportunity to work for their own or other person benef its. Those who violates will face a disciplinary action immediately.


The Company has never had any labor argument for the past 3 years. As at 31 December 2010, it had 720 permanent staff, and 71 contract staff, divided by groups as follows:

Personnel

ICT Group




Special Projects Group


Off ice of the President

Finance and Administration Group

Internal Audit Department

Human Resources Department

Corporate Communication Department

Corporate Social Responsibility

Total Employees

110

130

157

167

21

18

41

110

7

16

11

3

791

Segment Total(Personnel)

PersonnelPolicy

To accomplish the corporate visions, the Company clearly identif ied goals and missions both on organizational unit basis and individual basis. The Company developed personnel competency by training and development systems. It sent appropriate and potential staff to attend necessary training and development courses to uplift their knowledge, understanding, technology, and work skills. The Company organized both internal and external training programs by either inviting knowledgeable speakers/trainers, or sending its staff to attend courses organized by external training organizers. Also, it sponsored its staff on overseas training programs or f ield trips to learn more work skills and services in business sectors or in technology not available in Thailand.

The Company continued implying the Appropriate Remuneration Policy by considering both Performance-based Pay and Variable Pay. It also emphasized on organizing activities to promote internal communication, and various personnel relation activities to gain more participation resulting in positive relationship among staff. Also, it conducted the personnel development schemes with emphasis on current skill, knowledge and competency development as well as preparation for the career growth in conjunction with the Succession Planning, especially in executive levels.

Total Personnel Remuneration of Company staff from January to December 2009 in form of salaries, wages, overtime, and bonus is Baht 384 million.

68 Loxley Public Company Limited 69Annual Report 2010

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rmat

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xecu

tives

4. D

r. Ha

rit Su

tabu

tr

- Inde

pend

ent

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ctor

-

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man

of t

he

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dit C

omm

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r. W

issan

u

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m

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pend

ent

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r. Sirin

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man

ahae

mind

a

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pend

ent

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rector

74 59 63

- Ph

.D. M

echa

nical

Engin

eerin

g Un

iversity

of C

alifo

rnia,

Ber

keley

- Di

rector

Acc

redit

ation

Pro

gram

16/20

04 Th

ai Institu

te o

f Dire

ctor

s As

socia

tion

- LL

.D. H

onor

is Ca

usa

Ch

ulalon

gkor

n Un

iversity

200

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rtif ic

ate

from

Nation

al De

fens

e Co

llege

199

7- J.S

.D. U

niver

sity

of C

alifo

rnia,

Ber

keley

197

6- LL

.M. U

niver

sity

of C

alifo

rnia,

Ber

keley

197

4- Ba

rrister

-AT-La

w (T

hai)

1973

- LL

.B. (

Hons

. 1st C

lass)

Th

amm

asat U

niver

sity

1972

- Di

rector

Acc

redit

ation

Pro

gram

68/20

08 Th

ai Institu

te o

f Dire

ctor

s As

socia

tion

- M

.BA.

Stanf

ord

Unive

rsity

, Pa

lo Al

to, C

alifo

rnia,

U.S

.A.

- B.

A. (E

cono

mics

), Un

iversity

of M

ichiga

n, An

n Ar

bor,

Mich

igan, U

.S.A

.

52,500

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gislat

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ssem

blyDe

puty P

rime

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binet

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e Ri

sk

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pend

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e Au

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mun

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man

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agem

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r. Su

pavu

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depe

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r. Ch

aroo

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sit

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man

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mina

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mun

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mitt

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53 72 63

- Ph

.D. i

n Ec

onom

ics

Un

iversity

of H

awaii

at M

anoa

, U.S

.A.

- M

.A. i

n Ec

onom

ics Un

iversity

of t

he P

hilipp

ines

(Dilim

an),

Ph

ilippin

es- B.

A. in

Eco

nom

ics Victor

ia Un

iversity

of W

elling

ton,

Ne

w Z

ealan

d- Di

rector

Acc

redit

ation

Pro

gram

36/20

05 Th

ai Institu

te o

f Dire

ctor

s As

socia

tion

- Ci

vil E

ngine

ering

King

’s C

olleg

e Lo

ndon

Univ

ersit

y, En

gland

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rector

Acc

redit

ation

Pro

gram

12/20

04 Th

ai Institu

te o

f Dire

ctor

s As

socia

tion

- M

BA.(1

977) M

arke

ting,

Un

iversity

of C

alifo

rnia

at L

os A

ngele

s- M

.S.(1

969) S

tructur

al En

ginee

ring,

Oh

io St

ate

Unive

rsity

- B.

E.(196

8) C

ivil E

ngine

ering

, Yo

ungs

town

State

Unive

rsity

,Ohio

- Di

rector

Cer

tif ica

tion

Prog

ram

24/20

02 Th

ai Institu

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f Dire

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s As

socia

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glee

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mina

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airm

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socia

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rvard

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ter o

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iversity

of P

enns

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.S.A

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BA, C

urtin

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stralia

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D. H

arva

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niver

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Gr

adua

te S

choo

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usine

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mini

stratio

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iland

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rector

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sam

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r. Va

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tikav

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r. Su

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mitt

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Mem

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61 54 59

- B.A

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tical

Scien

ce, (

1973

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iversity

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.A.

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.S.A

.- T

rent

Coll

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nglan

d- S

aint G

abrie

l, Th

ailan

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niver

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redit

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ctor

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aste

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ree

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sines

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mini

stratio

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iversity

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est L

os A

ngele

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S.A.

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chelo

r Deg

ree

in Ac

coun

tanc

y (H

onou

rs),

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longk

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rsity

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15 D

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chin

Ba

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RTN.

Ex

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61 44 74

- B.

Com

mer

ce (1

st C

lass

Hono

urs),

Ch

ulalon

gkor

n Un

iversity

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BA, (

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ting), U

niver

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of

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iscon

sin-M

adiso

n, U

.S.A

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.S. (

Busin

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inistratio

n),

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sin-M

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n, U

.S.A

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.D.(B

usine

ss A

dmini

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iversity

of W

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sin-M

adiso

n, U

.S.A

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tiona

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ense

Coll

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(421

2)- Di

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r. Jin

gjai

H

anch

anlas

h

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cutiv

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P

resid

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r. Tr

ichak

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T. C

haler

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L

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Exe

cutiv

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resid

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68 66 37

- Do

ctor

at d

’Univ

ersit

y de

Cae

n (m

entio

n dr

oit),

Fran

ce- Ce

rtif ic

ate

in Pr

oject A

nalys

is,

Un

iversity

of C

onne

cticu

t, U.

S.A.

- Ce

rtif ic

ate

in M

id-Ca

reer

Man

agem

ent

Tr

aining

, Univ

ersit

y of

Wes

tern

Ont

ario,

Ca

nada

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rector

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redit

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gram

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3 Th

ai Institu

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socia

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dit C

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ittee

Pro

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19/20

07 Th

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socia

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ngine

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chelo

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usine

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BA, S

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Brot

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Lim

ited

Loxle

y W

ireles

s Co

mpa

ny L

imite

dLo

xley

Prop

erty D

evelo

pmen

t Com

pany

Lim

ited

L So

lar 1

Com

pany

Lim

ited

Loxle

y Pu

blic

Com

pany

Lim

ited

Asia

Secu

rity

Man

agem

ent C

ompa

ny L

imite

dLo

xley

Publi

c Co

mpa

ny L

imite

dTh

ai Fib

er O

ptics

Com

pany

Lim

ited

L-TA

G Te

chno

logies

Com

pany

Lim

ited

Loxle

y GT

ECH

Tech

nolog

y Co

mpa

ny L

imite

d

Law E

nfor

cem

ent T

echn

ology

Solu

tions

Co

mpa

ny L

imite

dLo

xley

Publi

c Co

mpa

ny L

imite

dLo

xley

Publi

c Co

mpa

ny L

imite

dLo

xley

Inte

rnation

al Co

mpa

ny L

imite

dLT

S Tr

avel

Service

Com

pany

Lim

ited

Loxle

y Pu

blic

Com

pany

Lim

ited

Roya

l Tha

i Arm

y

Rem

ark

: Dire

ctor

No.1-3

and

10-16

are

direc

tors w

ho h

ave

the

auth

orize

s to

sign

and

bind

ing th

e Co

mpa

ny s

pecif

ied in

Com

pany

’s C

ertif

icate

.

Nam

e-Surname

Position

Age

(Years)

Education/Training



FamilyRelationship

amongExecutive

Duration

Position

Organization

Own

Spouse&Children

below20Yearsold


Info

rmat

ion

of D

irect

ors

in H

oldi

ng P

ositi

on in

Sub

sidi

arie

s, A

ssoc

iate

d &

Rela

ted

Com

pani

es a

s at

31

Dece

mbe

r 201

0

Nam

eofDirector Com

pany

SubsidiariesHoldinginDirectandIndirectandCom

panyLimitedhasControl

LoxleyPlc.

10.LoxleyGlobalCo.,Ltd.

5. LoxleyJointandHoldCo.,Ltd.

15.ThaiGatewayCo.,Ltd.

1. LoxleyWirelessCo.,Ltd.

11.LoxleyTradingCo.,Ltd.

6. AsiaSecurityManagementCo.,Ltd.

16.LHardware&ServicesCo.,Ltd.

2. LoxbitPlc.

12.ProfessionalComputerCo.,Ltd.

7. SocieteCommercialLaoCo.,Ltd.

17.DigitalScreenPlayCo.,Ltd.

3. JagoCo.,Ltd.

13.LoxbitPAPlc.

8. PartsZone(Thailand)Co.,Ltd.

18.BP–Castrol(Thailand)Ltd.

4. DataMiningCo.,Ltd.

14.NetONENetworkSolutionsCo.,Ltd.

9. LoxleyPropertyDevelopmentCo.,Ltd.

Mr.

Pairo

te L

amsa

m

Mr.

Sukit

Wan

glee

Mr.

Dhon

gcha

i Lam

sam

Dr. H

arit

Sutabu

tr

Dr. W

issan

u Kr

ea-nga

m

Mr.

Sirin

Nim

man

ahae

mind

a

Dr. S

upav

ud S

aiche

ua

Mr.

Charoo

n Ch

inalai

Mr.

Dusit

Non

tana

korn

Mr.

Supa

chai

Wan

glee

Mr.

Sueb

traku

l Soo

ntho

rnth

um

Mr.

Poom

chai

Lam

sam

Mr.

Vasa

nt C

hatik

avan

ij

Mr.

Suraph

and

Bhas

itnira

ndr

Dr. S

ompo

p Ch

areo

nkul

Mr.

Suro

j Lam

sam

Lt. S

uchin

Bah

olyod

hin R

TN.

Dr. J

ingjai

Han

chan

lash

Mr.

Trich

akr T

ansu

phas

iri

LT. C

haler

mch

oke

Lam

sam

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

C / P / / / / / / / // / /// /// /// /// /// /// ////

////

/

C / / /

C

C /

/ / /

/ / C

C

C / /

C / / / / P /

/ / /

C

C / P

C / / / /

/ / /

/

Rem

ark:

C=Ch

airm

an P=

Pres

ident

/=

Dire

ctor

//=

Senio

r Exe

cutiv

e Vice

Pre

siden

t //

/=Ex

ecut

ive V

ice P

resid

ent


Nam

eofDirector Com

pany

AssociatedCom

paniesHoldinginDirectandIndirect

RelatedCompanies

LoxleyPlc.

1.TT&TPlc.

5.GuardfireLtd.

1.OrientalPostCo.,Ltd.

2.MuangThaiInsurancePlc.

6.MobileInnovationCo.,Ltd.

2.LSolar1Co.,Ltd.

7.Foseco(Thailand)Ltd.

3.ThaiFiberOpticsCo.,Ltd.

8.BlueScopeLysaght(Thailand)Ltd.

4.LoxleyGTECHTechnologyCo.,Ltd.

9.BlueScopeSteel(Thailand)Ltd.M

r. Pa

irote

Lam

sam

Mr.

Sukit

Wan

glee

Mr.

Dhon

gcha

i Lam

sam

Dr. H

arit

Sutabu

tr

Dr. W

issan

u Kr

ea-nga

m

Mr.

Sirin

Nim

man

ahae

mind

a

Dr. S

upav

ud S

aiche

ua

Mr.

Charoo

n Ch

inalai

Mr.

Dusit

Non

tana

korn

Mr.

Supa

chai

Wan

glee

Mr.

Sueb

traku

l Soo

ntho

rnth

um

Mr.

Poom

chai

Lam

sam

Mr.

Vasa

nt C

hatik

avan

ij

Mr.

Suraph

and

Bhas

itnira

ndr

Dr. S

ompo

p Ch

areo

nkul

Mr.

Suro

j Lam

sam

Lt. S

uchin

Bah

olyod

hin R

TN.

Dr. J

ingjai

Han

chan

lash

Mr.

Trich

akr T

ansu

phas

iri

LT. C

haler

mch

oke

Lam

sam

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

/ /

/ / P

/

/ /

/

/ / /

/ / // /

/ /

/

C / P / / / / / / / // / /// /// /// /// /// /// ////

////

Rem

ark:

C=Ch

airm

an P=

Pres

ident

/=

Dire

ctor

//=

Senio

r Exe

cutiv

e Vice

Pre

siden

t //

/=Ex

ecut

ive V

ice P

resid

ent

Info

rmat

ion

of D

irect

ors

in H

oldi

ng P

ositi

on in

Sub

sidi

arie

s, A

ssoc

iate

d &

Rela

ted

Com

pani

es a

s at

31

Dece

mbe

r 201

0


Info

rmat

ion

of D

irect

ors

in th

e Su

bsid

iarie

s


5.LoxleyJointandHoldCo.,Ltd.


1.LoxleyWirelessCo.,Ltd.


6.AsiaSecurityManagementCo.,Ltd.


2.LoxbitPlc.


7.SocieteCommercialLaoCo.,Ltd.


3.JagoCo.,Ltd.

13.LoxbitPAPlc.

8.PartsZone(Thailand)Co.,Ltd.


4.DataMiningCo.,Ltd.


9.LoxleyPropertyDevelopmentCo.,Ltd.

BoardofDirectors

Subsidiaries

1.

Mr.

Tho

ngya

i Ch

anth

anaw

an

P

2.

Mr.

Tim

Tak

Tim

mot

hy W

ong

/ /

/

3.

Mr.

Wer

acha

i Kitsiris

in /

4.

Mr.

San

it R

atan

avad

i

/

5.

Mrs. S

udka

nuen

g M

alith

ong

/

6.

Mrs. S

ugan

ya V

eerakia

tkij

/

/

/

7.

Mr.

Prase

rt S

uvith

yasir

i

/

8.

Mr.

Sak

naro

ng Sa

engs

anga

pong

P

P

/

/

9.

Mrs. V

anida

Viriy

atha

rang

kunr

/

/ /

/

/

10.

Mrs. P

uang

kaew

Po

janap

anich

/

11.

Mr.

Tha

visak

di T

hang

suph

anich

/

12.

Mr.

Kitt

ichai

Rak

raka

nit

/

13.

Mrs. V

ongt

hip Ch

umpa

ni

/

14.

Mr.

Som

phop

Pitaks

iripan

/

15.

Mrs. K

osoo

m Sinp

hurm

suks

kul

P

16.

Mr.

Chu

sak

Bha

chaiy

ud

/


Info

rmat

ion

of D

irect

ors

in th

e Su

bsid

iarie

s








2.LoxbitPlc.




3.JagoCo.,Ltd.

13.LoxbitPAPlc.






BoardofDirectors

Subsidiaries

17.

Adm

. Tav

eech

ai L

iengp

hboo

n

/

18.

AM. A

direg

Sa

stararuc

hi

/

19.

Mr.

Karn

Tho

ngya

i

P

20.

Mr.

Sup

at Ka

rach

alkul

/

/

21.

Mr.

Zam

ir E

ldar

/

22.

Mr.

Sha

i Meir

av

/

23.

Mr.

Ehu

d H

erbs

t

/

24.

Miss

Osn

at Le

vav

/

25.

Mr.

Viph

et Siha

chak

r

/

26.

Mrs. Sa

ngm

anee

Viya

gate

/

27.

Mrs. Va

nida

Eksa

engs

ri

/

28.

Mr.

Wac

hira

Yon

gyai

P

29.

Mr.

Kea

ttisa

k Ia

mSr

i

/

30.

Mr.

Pon

gthe

p S

urattana

vong

kul

/

31.

Mr.

Graha

m St

orah

/

32.

Mr.

Vich

ai P

hanc

het

/


Info

rmat

ion

of D

irect

ors

in th

e Su

bsid

iarie

s

BoardofDirectors

Subsidiaries

Rem

ark:C=ChairmanP=President/=Director

33.

Mrs. N

atak

on Sa

-ngu

ansin

/

34.

Mr.

Chr

istop

her S

ze H

oo L

am

/

35.

Mr.

Ger

ald H

in Ts

un T

o

/

36.

Mr.

Kim

Pun

Won

g

/

37.

Khun

ying

Chatch

ani

Chatika

vanij

/

38.

Mr.

Sup

hot

Wan

glee

/

39.

Mr.

Phe

at W

angle

e

/

40.

Mr.

Ali

Aljun

ied

/

/

41.

Mr.

Pah

ol P

ojana

panic

h

/

42.

Miss

Kan

ya R

atan

a-am

orns

ak

/

43.

Mr.

Por

nrap

ee A

bhak

orn

/

P

P

44.

Mr.

Pariva

t Tha

rinch

aroe

n

/

/

45.

Mr.

Kitt

i Jon

gcha

roen

kijka

rn

/

46.

Miss

Kam

oltho

rn M

alavic

hai

/

/

47.

Mr.

Cha

tcha

i Ler

tviriy

apak

orn

/

48.

Miss

Pha

kam

ast P

ongs

iriwan

/

49.

Miss

Won

gpha

ka P

ongs

iriwan

/

50.

Miss

Pich

aya

Kong

utha

ikul

/

51.

Mr.

Vor

avit

Apisi

tpich

/








2.LoxbitPlc.




3.JagoCo.,Ltd.

13.LoxbitPAPlc.







The Company has emphasized on the internal control and audit system. Working descriptions of the operators and executives are clearly assigned. The company’s assets are effectively managed. Works of internal control staffs and monitoring staffs are separated for transparency and reciprocal examination. The Company has had comprehensive internal control covering the areas of f inance, administration and operation, ensuring working eff iciency and compliancy with related laws, rules and regulations. Monthly f inancial reports are presented to relevant departments. When necessary, information is disclosed for transparency. This has strengthened credibility of the company’s f inancial reports prior to being presented the reports to the Board of Directors, nomination of company’s auditor and other assignments as the Board of Directors deems appropriate.

The Company’s Internal Audit Department reporting directly to the Audit Committee, is appointed with resolutions of the Company’s Board of Directors’ meeting in accordance with the Stock Exchange of Thailand’s regulations. The senior vice president of the Internal Audit Department is secretary of the Audit Committee.

The Audit Committee has assessed the Company’s internal control and audit system by giving an importance on advises and comments from external auditors. The Audit Committee concluded that the Company and its subsidiaries provide good and adequate internal control systems which can be categorized into f ive aspects as follows:

1. OrganizationandEnvironmentThe Company has good visions, objectives, and strategies

with constant adjustment of the company’s structure to correspond with business plans. This has enabled the Management to work eff iciently. Moreover, the Company has had clear policies, budgets, and operation regulations encompassing all business activities. The Company also has had policies in human resource development with an emphasis on ethics to customers, shareholders, trade partners, employees and the society.

2. RiskManagementThe Management has reviewed the Company’s policies

in internal and external risk management to ensure that

Internal Control and Auditthe risk control measures can be applied suitably. Additionally, the Department has joined other departments for effective cooperation in risk management at all levels and appropriate strategic improvements and prevention of all risks relating to the company’s operation to maintain the Company’s and shareholders’ benef its.

3.Management’sOperationControlThere have been written guidelines for policy-making and

operation process measures and performance monitoring of the Company and its subsidiaries. Responsibilities of the Management of each level are divided into business groups for maximum management eff iciency. Also, there have been regular monitors of the Company’s and its subsidiaries’ performances. Some of the Company’s executives and members of the Board of Directors have sit on the Boards of Directors of its subsidiaries or joint ventures for close management.

4. InformationandCommunicationsTechnologyThe Company has emphasized on the Information and

Communications system by encouraging the utilization of ICT, including e-mails, Facebook, and Twitter, among the management teams and the employees for daily operations. The Company’s intranet and public website are among the communications channels for employees to be well aware of current issues, related information and announcements the employees need to know. In addition, the Company has provided information relating to operation policies, operation guidelines, and regulations via its website, to which the employees can access easily and apply them in daily operations.

5.MonitoringandEvaluationSystem Monitoring and evaluation of the Company’s performance is

conducted on a monthly basis. The Internal Audit Department, who works independently, has presented reports and advices directly to the Audit Committee and the Management for further collections. In case of errors on important essences, corrections are done immediately or within a given timeframe to prevent losses and lessen risks that may occur. This is to build up conf idence among the executives on suff iciency and eff iciency of the Company’s internal control system.


The Company’s Board of Directors is responsible for the f inancial statements of the Company and its subsidiaries as well as the fif inancial data shown in the Annual Report. Such f inancial statements are prepared according to the accounting standards generally accepted in Thailand by adoption of appropriate accounting policies and with constant practices, utmost care and discretion. Moreover, essential information is suff iciently disclosed in the notes to the f inancial statements.

The Company’s Board procures an eff icient internal control system to ensure proper and complete accounting recording. The Financial statements of the Company and its subsidiaries are audited by the Company’s auditor, KPMG Phoomchai Audit Limited. In conducting the audit, the auditor is provided by the Company’s Board with information and documents to allow audit and expression of opinion by the auditor pursuant to the accounting standards, the auditor’s opinion is shown within “Auditor’s Report”, a part of the Annual Report.

The Company’s Board of Directors opines that the Company’s overall internal control system is at a satisfying level. The system can reasonably assure that the Company’s and its subsidiaries’ annual f inancial statements ending 31 December 2010 are reliable, comply with the generally accepted accounting standards and properly adhere to the laws and other related regulations.

(Mr. Pairote Lamsam)Chairman of the Board

(Mr. Dhongchai Lamsam)President

Report of Board’s Responsibility for Financial Report


In 2010, the Audit Committee of Loxley Public Company Limited held seven Audit Committee’s meetings before the Board of Directors’ meetings were being held. The report of each meeting was submitted to the Board of Directors. Main activities can be concluded as follows:

1. Review quarterly and yearly f inancial statements of the company, its subsidiaries and aff iliated companies, which were already reviewed by the auditor. Meetings with the auditor were held on a quarterly basis to hear explanations, auditing result and recommendations prior to submitting reports to the Board. The Audit Committee viewed that the processes of preparation and disclosures of the f inancial statements of the Company, its subsidiaries and aff iliated companies have been carried out in accordance with generally accepted accounting principles and that the disclosure is appropriate and reliable.

2. Review f inancial statements on two-month, f ive-month, and eight-month bases as to whether or not they were carried out in accordance with the goals and recommendations were also given prior to presentation to the Executive Committee.

3. Involved parties were invited to attend meetings concerning different departments to present relevant information and useful suggestions in order to enhance management eff iciency of the group of companies.

4. Ensure that the Company conducted in compliance with the laws, rules and regulations of the Securities and Exchange Commission, and the Stock Exchange of Thailand or any laws relating to the Company’s businesses.

5. Review to ensure that the Company always has a good, adequate and appropriate internal audit system. Suggestions were also made to enhance the eff iciency of internal auditing. Guidelines for internal auditing were revised for appropriate operation, particularly in terms of transparency.

6. Systematic risk management was initiated. The Company’s management team has conf irmed that it has always recognized the importance of risk management and has always managed risks.

7. Approve annual audit plan and acknowledge results of the audit. Follow-ups of corrective actions on important issues were made to ensure good governance.

8. Review the Company’s information disclosures on a quarterly basis pertaining to. In case where there are conflf licts of interests according to the announcement of the Board of the Stock Exchange of Thailand Re: Disclosure of Information and Practices of Registered Companies.

9. Nominate an auditor for the Company and consider his/her remuneration for the year 2010 before submitting to the Board of Directors and seeking approvals from the shareholders.

Report of the Audit Committee


In 2010, the Audit Committee held seven meetings prior to the meeting of the Board of Directors. The total meetings each member attended were as follows:

Note: Secretary to the Audit Committee is Mr. Chamnan Chotcomwongse, Senior Vice President of the Internal Audit Department.

After each meeting, the report was submitted to the Board of Directors.

The performance of the Audit Committee during the year 2010 was carried out independently and with good cooperation from all parties involved. From the committee’s review, we found that the Company has conducted its business in accordance with related laws and regulations. I, hereby, would like to take this opportunity to thank employees of the company for their cooperation.

Yours faithfully,

No. No.ofTotalMeetingsPosition No.ofMeetingsattended

Dr. Harit Sutabutr



1

2

3

7

7

7

7

7

7

Chairman

Member

Member

Name

(Dr.HaritSutabutr)

Chairman, Audit Committee


Related Party TransactionsThe Company does not have a policy engaging in related party transactions with related companies, shareholders, or the

Company’s management, unless it is a related party transaction between the Company and its subsidiaries or associated companies. However, if the Company needs to engage in related party transactions with related companies, shareholders, or the Company’s management, it would be done under the rules and regulations of the stock market, taking into consideration the highest benef its of the Company’s shareholders as the main priority.

According to the notes to the f inancial statement ending 31 December 2010, note#5, related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices.

The pricing policies for particular types of transactions are explained further below:

Transactions PricingPolicies

Sale of goods and rendering of services Market prices, contractually agreed prices or Third party compatible pricesFees and other income Market prices or contractually agreed prices Dividend income As declared for dividendPurchase of goods and receiving of services Market prices, contractually agreed prices or prices agreed by distributors who absorb distribution costsSelling expenses Market prices or contractually agreed prices Administrative expenses Market prices or contractually agreed prices

Signif icant transactions for the year ended 31 December 2010 with related-parties were as follows:

RelatedCompaniesandRelationshipJustificationandNecessity

forTransactionValue(MB)

1.24

1.06

14.40

0.03

14.16

17.30

0.73

1.69

- space rental service and

other services

- accounting and other services

- security service consultancy

as agreement

- being the Company’s authorized

distributor at general market price

- accounting service and other

services

- mobile phone repair expenses

income for service

accounting service fee and other services

consultancy service expense

account receivable - net

account payable

sale of mobile phone

income from accounting service and

other services

expenses for mobile phones repair

DescriptionofTransaction

Loxley International Co., Ltd.

Mr. Pairote Lamsam and Mr. Dhongchai

Lamsam are its major shareholders

with the following directors in common:

Mr. Pairote Lamsam,

Mr. Dhongchai Lamsam, and


L-Mobile and Computer Co., Ltd.

Ekpavee Co., Ltd. is its major shareholder

with a director in common, namely

Mr. Suroj Lamsam.



forTransactionValue(MB)DescriptionofTransaction

Sin Suapah Co., Ltd.

20% of its shares are held by Ekpavee Co.,

Ltd., with the following directors

in common:

Mr. Pairote Lamsam,

Mr. Dhongchai Lamsam,

and Mr. Suebtrakul Soonthornthum

Loxley Pacif ic Co., Ltd.

15% of its shares are held by

Loxley Wireless Co., Ltd.

Thanakorn Vegetable Oil Products Co., Ltd.


Ltd., with a director in common, namely

Mr. Suroj Lamsam.

Thai Fiber Optics Co., Ltd.

40% of its shares are held by Loxley Plc.,


Mr. Dhongchai Lamsam.

Foseco (Thailand) Limited



Mr. Suebtrakul Soonthornthum.

- mobile phone sale promotion

expense

- accounting service and

other services

- sale of project equipments

and other services

- consultancy service as agreement

- Thanakorn Vegetable Oil Products

Co., Ltd. manufactures of vegetable

oil and distributes to Loxley Trading

Co., Ltd., the Company’s subsidiary;

general distributor agreement was

used by accepting expense for

goods distribution from center.

- Thai Fibers Optic Co., Ltd., the

manufacturer of f iber optic cables,

consistently distributes the f iber

optic cables to the Company at

general market price

- fee for inventory management and

consulting at general market price

sale promotion expenses


account payable


other services


income from sale and services

consultancy fee income


purchase of vegetable oil

account payable

purchase of optic f iber signal-trans

wiring equipment

income from rental and consulting

service


0.81

0.06

0.02

1.14

0.09

2.96

1.67

0.11

1,160.95

245.32

15.03

7.05

2.08




BlueScope Lysaght (Thailand) Limited



Mr. Pairote Lamsam and


LTS Travel Service Co., Ltd.

Mr. Dhongchai Lamsam is its major

shareholder.

TT&T Plc.

0.001% of its shares are held by Loxley Plc.,


Mr. Vasant Chatikavanij and

Mr. Suroj Lamsam

Law Enforcement Technology

Solution Co., Ltd.

Mr. Dhongchai Lamsam is its major

shareholder. Directors in common are

Mr. Dhongchai Lamsam and

Dr. Sompop Charoenkul.

Muang Thai Insurance Plc.

5.42% of its shares are held by Loxley Plc.

Lamsam Estate Co., Ltd.

Directors in common are:

Mr. Pairote Lamsam,


Mr. Suroj Lamsam

income from selling goods

purchase of construction materials

account payable

income from space rental & service,

and other services

accounting and other service fees

purchase of air tickets


account payable

income from computer maintenance



and other services

accounting fee income and other

service fee

safety maintenance expenses


account payable

Income from selling goods

insurance premium expense

account payable


and other services


0.08

48.68

7.89

0.41

0.48

16.63

0.01

1.36

31.79

3.45

1.60

1.53

3.06

0.43

1.83

1.32

3.91

0.58

1.79

0.02

- sale of project materials

- BlueScope Lysaght (Thailand)

Limited is the manufacturer of steel

roof ing and construction materials

under the standard required by

the Company. Prices are at general

market price.

- space rental service and other

services at general market price


services

- purchase of air tickets from LTS

Travel Service Co., Ltd., the air

tickets selling agent, at general

market price

- computer maintenance service fee

at general market price




services

- security service expense

- sales of equipments

- insurance premium at general

market price






- product cost and car maintenance

expenses at general market price

- accounting service fee and

other service fee at

general market price

- purchase of kaff ir oil



- consultancy service




services

- purchase of elevators for projects

- expense for elevator maintenance


40% of its shares are held by Loxley Joint

and Hold Co., Ltd., with the following

directors in common:

Mr. Pairote Lamsam,



Green General Products Co., Ltd.


Ltd.

NP Point Co., Ltd.

18.50% of its shares are held by Loxbit

PA Plc.

L Solar 1 Co., Ltd.

45% of its shares held by Loxley Plc.

L Direct Co., Ltd.

Ekpavee Co., Ltd. is its major shareholder.

L Elevator and Engineering Co., Ltd.

Ekpavee Co., Ltd. is its major shareholder


Mr. Suraphand Bhasitnirandr.

sale of goods


accounting service fee and other

service fee

product purchase


account payable


and other services


income from consultancy service



other services


account payable


and other services

purchase of elevator equipments

expense for elevator maintenance


account payable

6.14

2.43

0.40

26.87

0.04

8.42

0.37

0.01

1.71

1.92

0.09

0.01

0.01

1.81

5.38

0.27

0.17

1.09




Other related companies

(Loxley Plc.’s subsidiaries and associated

companies)

sale of goods and services

other income

purchase of goods and services

sale expense

administrative expense


account payable

3.08

1.94

1.72

1.00

0.39

3.06

1.08

- total value of related party

transactions between the

Company and its subsidiaries

with various related companies.

Size of each transaction is

relatively small. All related party

transactions are conducted in

ordinary course of business,

with prices and conditions in

compliance with general

market prices and conditions


Elaboration and Analysis of Operating Results and Financial Status

PastOverallPerformancePerspective

The Company’s total revenue in 2010 increased from that of 2009 by Baht 132.82 million to Baht 10,413.06 million with 15.85% gross prof it. The total revenue consisted of revenue from sales of goods and rendering of services of Baht 10,281.28 million, fees and other incomes of Baht 127.29 million, and gain on sales of investment of Baht 4.49 million.

In 2010, the Company spent Baht 1,578.40 million in selling and administrative expenses, a Baht 142.65 million or 9.94% increase from that of the previous year. Most of the increased expenses were the Baht 70 million provisions for doubtful accounts and declining value in investment. In addition, the Company set up a Baht 342.65 million reserve for doubtful debts expenses for short-term loans to Loxley GTECH Technology Co., Ltd. the distributor of the three-and two-digit online lottery project for the Government Lottery Offiffiifice of Thailand after the Baht 51 million equity loss of Loxley GTECH Technology Co., Ltd.

The share of prof it from investments in jointly-controlled entity and associates in 2010 also increased by Baht 42.89 million from that of 2009 to Baht 356.76 million.

Due to the above-mentioned reserve for doubtful debts, in 2010 the Company had a net loss of Baht 138.86 million whereas in 2009 the Company earned a Baht 310.17 million prof it.

PastPerformancebySegment

The Company’s Technology Segment has earned Baht 5,382 million revenue in 2010, a slight increase from the earning of the previous year. The revenue consisted of Baht 2,978 million from ICT Business Group, Baht 1,511 million from Project Business Group, Baht 485 million from Special Project Group, and Baht 406 million from Technology Business Group.

The Company’s Trading Segment has earned Baht 4,580 million revenue, an increase of Baht 317 million from that of 2009, which consisted of Baht 4,355 million from Trading Business Group, an increase of Baht 173 million. The major portion of the revenue came from Loxley Trading Co., Ltd.which has increased its distributions of product lines such as Malee Fruit Juice, and Phanom Roong Rice.

The Company’s Service Segment and Others has earned Baht 803 million in 2010, a slight increase from that of 2009.

FinancialStatus

In 2010, the Company held Baht 9,792.86 million of total assets, a Baht 356.65 million decrease from that of 2009 due to a decrease of current assets, including trade accounts receivable, inventories and others.


The current assets have decreased from Baht 5,607.21 million in 2009 to Baht 4,972.63 million in 2010. The major portion of current assets consisted of Baht 3,085.20 million trade account receivables, and the rest were Baht 869.45 million cash and current investment, Baht 664.63 million inventories and Baht 353.35 million of other current assets.

The Company’s non-current assets consisted of investments in associates and jointly-controlled entity of Baht 3,256.49 million, a Baht 178.70 million increase, Baht 99 million of which was from investment in L Solar 1 Co., Ltd. and from net prof it recognition from associates and joint-venture companies. The next major portion included property, plant, and equipment of Baht 975.01 million, as well as Baht 306.13 million long-term investments, and other non-current assets of Baht 282.61 million.

SourceofFunding

The Company’s source of funding was from current liabilities of Baht 4,800.73 million or 49.02%, non-current liabilities of Baht 757.37 million or 7.73%, and equity of Baht 4,234.76 million or 43.25%. Current liabilities in 2010 have increased by Baht 463.74 million from that of the previous year due to Baht 834.85 million long-term investment, to be due in 2011, which the Company have already planned for source of funding.

Liquidity

As of the end of 2010, the Company held cash and cash equivalents of Baht 856.86 million, an increase of Baht 593.62 million from the beginning of the year. The annual cash f low included (a) Baht 497.13 million net cash from operating activities, (b) Baht 97.28 million net cash from investing activities, and (c) Baht 331.18 million net cash used for f inancing activities, Baht 166.51 million of which was used for long-term loan payment.


Audit Report of Certified Public AccountantTo the Shareholders of Loxley Public Company

Limited

I have audited the accompanying consolidated and separate balance sheets as at 31 December 2010 and 2009, and the related statements of income, changes in equity and cash f lows for the years then ended of Loxley Public Company Limited and its subsidiaries, and of Loxley Public Company Limited, respectively. The Company’s management is responsible for the correctness and completeness of the information presented in these f inancial statements. My responsibility is to express an opinion on these fif inancial statements based on my audits. I did not audit the fif inancial statements of three associates. Investments in those associates included in the consolidated f inancial statements as at 31 December 2010 using the equity method amounted to Baht 277 million, and the share of prof it from those associates for the year ended 31 December 2010 amounted to Baht 39 million. Those fif inancial statements were audited by other auditors whose reports have been furnished to me and my report, insofar as it relates to the amounts included for those associates, is based solely on the reports of the other auditors.

Except as discussed in the third paragraph, I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether thefi f inancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the f inancial statements. An audit also includes assessing the accounting principles used and signif icant estimates made by management, as well as evaluating the overall f inancial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

As described in note 13 to the f inancial statements, the consolidated and separate fif inancial statements as at 31 December 2010 and 2009 of Loxley Public Company Limited and its subsidiaries, and of Loxley Public Company Limited, respectively, included investments in two associates which have an accounting period ended 30 June. Investments in those associates were recorded by including the f inancial statements of those associates for the six-month periods ended 31 December 2010 and 2009, which had been reviewed, but not audited

by auditors. The carrying value of those investments in the consolidated f inancial statements as at 31 December 2010 and 2009 amounted to Baht 1,849 million and Baht 1,714 million, respectively and the share of prof it from those associates for the six-month periods ended 31 December 2010 and 2009 amounted to Baht 25 million and Baht 67 million, respectively. The carrying value of those investments as at 31 December 2010 and 2009 in the separate f inancial statements amounted to Baht 950 million.

In my opinion, based on my audits and the reports of the other auditors, and except for the effects of such adjustments, if any, as might have been disclosed had I audited the f inancial statements of two associates as described in the third paragraph, the consolidated and separate f inancial statements referred to above present fairly, in all material respects, the f inancial positions as at 31 December 2010 and 2009 and the results of operations and cash f lows for the years then ended of Loxley Public Company Limited and its subsidiaries, and of Loxley Public Company Limited, respectively, in accordance with generally accepted accounting principles.

Without qualifying my opinion, I draw attention to the following matters:

1. As described in note 13 to the f inancial statements, an associate has entered into an agreement with the Government Lottery Off ice (GLO) of Thailand on 29 July 2005 to service the lottery project. The terms stipulated in the agreement require that the sale of the lottery be started within 7 months after the agreement has been signed. Because of circumstances, however, the project could not begin as scheduled. The associate received a letter from the GLO indicating that the project was to be launched by 16 September 2008. In addition, on 18 August 2008, the associate was informed in writing by the GLO about the results of their examination of the lottery system and the lottery vending machine installation. According to the GLO’s letter, the associate was permitted to partially install the vending machines (6,761 machines) in preparation for the project commencement. The GLO’s Board of Directors (“the Board”) had passed a resolution on 4 December 2009 agreeing in principle to the sale of 3-digit and 2-digit online lotteries. The Board then requested that the project preparation will be completed within 90 days for commercial launch,


and be reported to the Board for further Cabinet notif ication. Subsequently in January 2010, the Prime Minister appointed a panel to study and examine facts and legal concerns over the sales of 3-digit and 2-digit online lotteries so as to determine options of and alternatives to the sales of online lotteries within 30-day period. Consequently, the Board issued a letter dated 15 January 2010 to the associate stating that the Board had resolved on 5 January 2010 to delay the commercial launch preparation in accordance with the Board’s previous resolution on 4 December 2009 until the Prime Minister’s appointed panel can f inalise its decision for the Board’s consideration. On 30 March 2010, the associate submitted a letter to the GLO requesting that they honor the agreement, and pay for the damages arising from non-compliance. However, as at 31 December 2010, the associate did not receive any further correspondence from the GLO regarding the project progress, and accordingly could not determine the date of debut sales of lottery. Furthermore, loss of the associate’s f inancial positions

have been increasing and operating costs have been rising over the initial budgets, in addition, the length of the litigation process may take a long time. The Company cannot be reliably estimating the effect and the amount of time required to recover its investment in the associate. Therefore, the Company recorded full impairment loss on all remaining balances in respects of such project in the consolidated and separate f inancial statements for the year ended 31 December 2010.

2. As described in note 33 to the f inancial statements, the consolidated and separate f inancial statements for the year ended 31 December 2009 have been restated for the effects of the early adoption of Thai Accounting Standard (TAS) 19 “Employee benef its” which is anticipated to become effective for annual f inancial periods beginning on or after 1 January 2011. I have audited the adjustments that were applied to the restatement of the 2009 f inancial statements and in my opinion these adjustments are appropriate and have been properly applied.

(Siripen Sukcharoenyingyong)Certif ied Public Accountant

Registration No. 3636

KPMG Phoomchai Audit Ltd.Bangkok

28 February 2011


Balance Sheets

Assets

Current assets

Cash and cash equivalents

Current investments

Trade and other accounts receivable

Unbilled trade accounts receivable

Retentions receivable

Short-term loans to related parties

Short-term loans to other parties

Inventories

Advances paid to suppliers

Other current assets

Totalcurrentassets

Non - current assets

Investments in subsidiaries

Investments in jointly-controlled entity

Investments in associates

Other long-term investments

Property, plant and equipment

Intangible assets


Other non-current assets

Totalnon-currentassets

Totalassets

Loxley Public Company Limited and its SubsidiariesAs at 31 December 2010 and 2009

205,056,539

-

1,073,705,956

456,321,717

7,301,992

355,318,274

-

331,750,961

225,070,195

106,233,941

2,760,759,575

555,193,063

-

1,155,346,328

194,649,339

410,572,812

24,576,600

121,436,372

62,303,076

2,524,077,590

5,284,837,165

230,470,976

-

734,482,904

428,477,468

79,210,112

-

-

270,608,871

168,506,703

57,729,979

1,969,487,013

1,699,093,063

-

1,198,746,328

249,002,354

477,194,484

27,602,467

62,173,033

58,427,418

3,772,239,147

5,741,726,160

593,620,001

19,358,868

2,395,983,127

866,352,921

7,301,992

355,318,274

1,000,000

885,262,928

240,855,444

242,156,204

5,607,209,759

-

10,885,691

3,066,905,509

251,879,858

912,094,477

33,350,113

121,436,372

145,754,410

4,542,306,430

10,149,516,189

856,858,322

12,587,313

2,332,192,706

673,794,554

79,210,112

-

11,000,000

664,631,404

189,595,778

152,757,917

4,972,628,106

-

8,676,063

3,247,810,997

306,132,554

975,014,182

35,947,192

62,173,033

184,481,711

4,820,235,732

9,792,863,838

6

7

8,18

5

9

10

11

4,12

4,13

4,13

14

15,18

16

7,17,18

Consolidatedffiinancialstatements Separateffiinancialstatements

Note 20102009(Restated)

2009(Restated)2010

(inBaht)

The accompanying notes are an integral part of these f inancial statements.


Liabilitiesandequity

Current liabilities

Bank overdrafts and short-term loans from

f inancial institutions

Trade and other accounts payable

Advances received from customers

Current portion of long-term liabilities

Short-term loans from related parties

Short-term loans from other parties

Current portion of provision for employees’

long-term benef its

Income tax payable

Other current liabilities

Totalcurrentliabilities

Non-current liabilities

Long-term liabilities

Employees’ provident fund

Provision for employees’ long-term benef its

Deferred tax liabilities

Other non-current liabilities

Totalnon-currentliabilities

Totalliabilities

824,573,467

675,095,468

393,224,932

166,196,738

-

-

7,471,200

-

167,121,316

2,233,683,121

980,011,064

51,738,069

179,237,046

56,411,331

-

1,267,397,510

3,501,080,631

563,722,314

665,804,085

270,814,479

813,947,586

-

-

11,147,010

-

258,650,862

2,584,086,336

172,629,206

37,425,117

194,188,561

82,299,225

-

486,542,109

3,070,628,445

1,221,620,716

1,789,304,672

452,354,332

216,056,709

2,350,000

-

7,471,200

16,163,092

658,667,560

4,363,988,281

1,094,049,164

51,738,069

253,560,303

70,463,377

11,331,000

1,481,141,913

5,845,130,194

1,116,995,720

1,795,778,799

320,507,799

834,852,987

1,000,000

40,946,186

14,783,576

3,430,194

672,435,091

4,800,730,352

323,915,979

37,425,117

282,095,542

108,885,225

5,052,599

757,374,462

5,558,104,814

18

19

18

5,18

22

20

18

22

21


Balance Sheets Loxley Public Company Limited and its SubsidiariesAs at 31 December 2010 and 2009


2009(Restated)2010

(inBaht)



Liabilitiesandequity

Equity

Share capital

Authorised share capital

Issued and paid-up share capital

Unrealised surpluses (def icits)

Changes in percentage of holding in subsidiaries

and associates

Fair value changes of available-for-sale securities, net

Revaluation differences on land, net

Revaluation differences on land, net

- portion of subsidiary

Currency translation differences of the f inancial

statements of foreign entity

Retained earnings (Def icit)

Appropriated

Legal reserve

Unappropriated (Def icit)

Totalequityattributabletoequityholdersof

theCompany

Minority interests

Totalequity

Totalliabilitiesandequity

2,000,000,000

2,000,000,000

-

131,981,746

131,626,439

-

-

-

(479,851,651)

1,783,756,534

-

1,783,756,534

5,284,837,165

2,000,000,000

2,000,000,000

-

198,334,761

192,031,525

-

-

14,050,000

266,681,429

2,671,097,715

-

2,671,097,715

5,741,726,160

2,000,000,000

2,000,000,000

1,225,422,319

131,981,746

131,626,439

32,788,106

(6,062,008)

-

518,575,846

4,034,332,448

270,053,547

4,304,385,995

10,149,516,189

2,000,000,000

2,000,000,000

1,216,741,325

198,334,761

192,031,525

36,351,924

(3,483,804)

14,050,000

365,669,633

4,019,695,364

215,063,660

4,234,759,024

9,792,863,838

23

24

4

14

15,21

15,21

24


Balance Sheets Loxley Public Company Limited and its SubsidiariesAs at 31 December 2010 and 2009

Consolidatedffiinancialstatements


2009(Restated)2010

(inBaht)

Separateffiinancialstatements


Revenues

Revenue from sale of goods and rendering of services

Fees and other income

Gain on sale of investment,net

Totalrevenues

Expenses

Cost of sale of goods and rendering of services

Selling expenses

Administrative expenses

Management benef it expenses

Doubtful debts expense for short-term loans to

related party

Totalexpenses

Share of prof it from investments in jointly-controlled

entity and associates, net

Profitbeforefinancecostsandincometaxexpense

Finance costs

Profit(loss)beforeincometaxexpense

Income tax expense

Profit(loss)fortheyear

Prof it (loss) attributable to:

Equity holders of the Company

Minority interest

Profit(loss)fortheyear

Basicearnings(loss)pershare

3,963,543,779

303,635,115

69,135,408

4,336,314,302

3,372,844,498

310,338,052

546,701,663

52,382,231

30,213,413

4,312,479,857

-

23,834,445

(86,408,472)

(62,574,027)

-

(62,574,027)

(62,574,027)

-

(62,574,027)

(0.03)

4,265,246,140

549,315,668

970,884,979

5,785,446,787

3,618,944,561

348,772,615

549,010,410

52,490,827

369,598,274

4,938,816,687

-

846,630,100

(86,047,020)

760,583,080

-

760,583,080

760,583,080

-

760,583,080

0.38

10,076,150,664

116,837,285

87,250,783

10,280,238,732

8,492,985,090

622,534,348

813,217,716

160,679,945

-

10,089,417,099

313,867,602

504,689,235

(117,680,457)

387,008,778

(75,937,137)

311,071,641

310,166,850

904,791

311,071,641

0.16

10,281,281,437

127,287,609

4,488,946

10,413,057,992

8,651,714,165

681,161,324

897,235,075

170,640,008

342,654,348

10,743,404,920

356,757,534

26,410,606

(115,180,646)

(88,770,040)

(42,199,623)

(130,969,663)

(138,856,213)

7,886,550

(130,969,663)

(0.07)

25

5

5,26

4,5

5

5,27

5,28

5

13

31

32


Statements of Income Loxley Public Company Limited and its SubsidiariesAs at 31 December 2010 and 2009


2009(Restated)2010

(inBaht)



Consolidatedfinancialstatements

Retainedearnings

Unrealisedsurpluses(deficits)

Stat

emen

ts o

f cha

nges

in e

quity

Loxle

y Pu

blic

Com

pany

Lim

ited

and

its s

ubsid

iaries

Fo

r the

yea

rs e

nded

31

Dece

mbe

r 201

0 an

d 20

09Un

it : B

aht

Bala

nce

at 1

Jan

uary

200

9

Effe

ct fr

om a

dopt

ion o

f TAS

19

Rest

ated

bal

ance

Unre

alise

d ga

in (lo

sses

)

Av

ailab

le fo

r sale

inve

stm

ents

Net c

hang

e in

fair

value

reco

gnise

d in

equit

y

Net c

hang

e in

fair

value

tran

sfer

red

to p

rof it

or l

oss

La

nd

Net c

hang

e in

fair

value

s re

cogn

ised

in eq

uity

Ch

ange

s in

percen

tage

of h

olding

in s

ubsid

iaries

and

asso

ciate

s re

cogn

ised

in eq

uity

Cu

rrenc

y tra

nslat

ion d

iffer

ence

s of

the

f inan

cial

statem

ents o

f for

eign

entit

y

Net i

ncom

e (exp

ense

) rec

ognis

ed d

irectly

in eq

uity

Prof

it fo

r the

yea

r

Total r

ecog

nised

inco

me

and

expe

nse

Divid

ends

of s

ubsid

iaries

in m

inorit

y int

eres

ts

Decrea

se in

mino

rity

inter

ests fr

om a

dditio

nal p

urch

ase

of

sub

sidiar

ies’ s

hare

s ca

pital

Increa

se in

mino

rity

inter

ests fr

om in

crea

se o

f

su

bsidi

ary’s

shares

cap

ital

Bala

nce

at 3

1 Dec

embe

r 20

09

33

Note

Portionof

Com

pany

Portionof

Com

pany

Portionof

subsidiaries

Portionof

subsidiary

Issued

andpaid-up

sharecapital

Changein

percentage

ofholding

insubsidiaries

andassociates

Fairvaluechanges

ofavailable-for-sales

securities,net

Revaluationdifferences

onland,net

Currency

translation

differences

ofthefinancial

statem

entsof

foreignentity

Unappropriated

Totalequity

attributableto

equityholders

ofthe

Com

pany

Minority

interests

Total

equity

4,24

6,91

2,60

8

(244

,585

,659

)

4,00

2,32

6,94

9

57,055

,364

(7,298

,646

)

(4,460

,206

)

9,71

9,74

4

(77,76

8)

54,938

,488

311,07

1,64

1

366,01

0,12

9

(16,21

0,85

5)

(55,57

3,87

8)

7,83

3,65

0

4,30

4,38

5,99

5

2,00

0,00

0,00

0 -

2,00

0,00

0,00

0 - - - - - - - - - -

2,00

0,00

0,00

0

1,21

5,70

2,57

5 -

1,21

5,70

2,57

5 - - -

9,71

9,74

4 -

9,71

9,74

4 -

9,71

9,74

4 - - -

1,22

5,42

2,31

9

73,1

68,3

99

-

73,1

68,3

99

58,813

,347

- - - -

58,813

,347

-

58,813

,347

- - -

131,

981,

746

131,

626,

439 -

131,

626,

439 - - - - - - - - - - -

131,

626,

439

22,3

80,9

60

-

22,3

80,9

60

- -

10,407

,146

- -

10,407

,146

-

10,407

,146

- - -

32,7

88,1

06

(6,9

38,4

58) -

(6,9

38,4

58) - - - -

876,45

0

876,45

0 -

876,45

0 - - -

(6,0

62,0

08)

442,

601,

990

(234

,192

,994

)

208,

408,

996 - - - - - -

310,16

6,85

0

310,16

6,85

0 - - -

518,

575,

846

3,88

5,84

0,55

1

(234

,192

,994

)

3,65

1,64

7,55

7

58,813

,347

(7,298

,646

)

10,407

,146

9,71

9,74

4

876,45

0

72,518

,041

310,16

6,85

0

382,68

4,89

1 - - -

4,03

4,33

2,44

8

361,

072,

057

(10,39

2,66

5)

350,

679,

392

(1,757

,983

) -

(14,86

7,35

2) -

(954

,218

)

(17,57

9,55

3)

904,79

1

(16,67

4,76

2)

(16,21

0,85

5)

(55,57

3,87

8)

7,83

3,65

0

270,

053,

547

7,29

8,64

6 -

7,29

8,64

6 -

(7,298

,646

) - - -

(7,298

,646

) -

(7,298

,646

) - - - -

The

acco

mpa

nying

not

es a

re a

n int

egral p

art o

f the

se f i

nanc

ial s

tate

men

ts.



Retainedearnings

Unrealisedsupluses(deficits)

Stat

emen

ts o

f cha

nges

in e

quity

Loxle

y Pu

blic

Com

pany

Lim

ited

and

its s

ubsid

iaries

Fo

r the

yea

rs e

nded

31

Dece

mbe

r 201

0 an

d 20

09Un

it : B

aht

Bal

ance

at 1

Janu

ary

2010

Effe

ct fr

om a

dopt

ion o

f TAS

19

Res

tate

d ba

lanc

e

Unre

alise

d ga

in (lo

sses

)

A

vaila

ble fo

r sale

inve

stm

ents

Ne

t cha

nge

in fair

value

reco

gnise

d in

equit

y

L

and

Ne

t cha

nge

in fair

value

s re

cogn

ised

in eq

uity

C

hang

es in

per

cent

age

of h

olding

in s

ubsid

iaries

re

cogn

ised

in eq

uity

C

urre

ncy

trans

lation

diff

eren

ces

of th

e f in

ancia

l

statem

ents o

f for

eign

entit

y

Net i

ncom

e (exp

ense

) rec

ognis

ed d

irectly

in eq

uity

Prof

it (lo

ss) f

or th

e ye

ar

Total r

ecog

nised

inco

me

and

expe

nse

Appr

opria

ted

for l

egal

rese

rve

Divid

ends

of s

ubsid

iaries

in m

inorit

y int

eres

ts

Decrea

se in

mino

rity

inter

ests fr

om a

dditio

nal p

urch

ase

o

f sub

sidiar

y’s

share

capit

al

Decrea

se in

mino

rity

inter

ests fr

om s

ale o

f sub

sidiar

y

Bal

ance

at 31

Dec

embe

r 20

10

33 15 24

Note

Portionof

Com

pany

Portionof

subsidiary

Issued

andpaid-up

sharecapital

Changesin

percentageof

holdingin

subsidiaries

andassociates

Fairvalue

changesof

available-

for-sales

securities,net

Revaluationdifferences

onland,net

Currency

translation

differences

ofthefinancial

statem

entsof

foreignentity

Unappropriated

Legal

reserve

Totalequity

attributableto

equityholders

ofthe

Company

Minority

interests

Total

equity

4,59

8,50

7,68

1

(294

,121

,686

)

4,30

4,38

5,99

5

66,353

,015

56,556

,157

(8,680

,994

)

3,87

6,41

6

118,10

4,59

4

(130

,969

,663

)

(12,86

5,06

9) -

(4,289

,016

)

(43,71

9,00

6)

(8,753

,880

)

4,23

4,75

9,02

4

2,00

0,00

0,00

0 -

2,00

0,00

0,00

0 - - - - - - - - - - -

2,00

0,00

0,00

0

1,22

5,42

2,31

9 -

1,22

5,42

2,31

9 - -

(8,680

,994

) -

(8,680

,994

) -

(8,680

,994

) - - - -

1,21

6,74

1,32

5

131,

981,

746 -

131,

981,

746

66,353

,015

- - -

66,353

,015

-

66,353

,015

- - - -

198,

334,

761

32,7

88,1

06

-

32,7

88,1

06

-

3,56

3,81

8 - -

3,56

3,81

8 -

3,56

3,81

8 - - - -

36,3

51,9

24

(6,0

62,0

08) -

(6,0

62,0

08) - - -

2,57

8,20

4

2,57

8,20

4 -

2,57

8,20

4 - - - -

(3,4

83,8

04)

- - - - - - - - - -

14,050

,000

- - -

14,0

50,0

00

798,

765,

105

(280

,189

,259

)

518,

575,

846 - - - - -

(138

,856

,213

)

(138

,856

,213

)

(14,05

0,00

0) - - -

365,

669,

633

4,31

4,52

1,70

7

(280

,189

,259

)

4,03

4,33

2,44

8

66,353

,015

63,968

,904

(8,680

,994

)

2,57

8,20

4

124,21

9,12

9

(138

,856

,213

)

(14,63

7,08

4) - - - -

4,01

9,69

5,36

4

283,

985,

974

(13,93

2,42

7)

270,

053,

547 -

(7,412

,747

) -

1,29

8,21

2

(6,114

,535

)

7,88

6,55

0

1,77

2,01

5 -

(4,289

,016

)

(43,71

9,00

6)

(8,753

,880

)

215,

063,

660

131,

626,

439 -

131,

626,

439 -

60,405

,086

- -

60,405

,086

-

60,405

,086

- - - -

192,

031,

525

The

acco

mpa

nying

not

es a

re a

n int

egral p

art o

f the

se f i

nanc

ial s

tate

men

ts.


Stat

emen

ts o

f cha

nges

in e

quity

Loxle

y Pu

blic

Com

pany

Lim

ited

and

its s

ubsid

iaries

Fo

r the

yea

rs e

nded

31

Dece

mbe

r 201

0 an

d 20

09Un

it : B

aht

Bal

ance

at 1

Janu

ary

2009

Effe

ct fr

om a

dopt

ion o

f TAS

19

Res

tate

d ba

lanc

e

Unre

alise

d ga

ins

Av

ailab

le fo

r sale

inve

stm

ents

Ne

t cha

nge

in fair

value

reco

gnise

d in

equit

y

Net i

ncom

e re

cogn

ised

direc

tly in

equ

ity

Loss

for t

he y

ear

Total r

ecog

nised

inco

me

and

expe

nse

Bal

ance

at 31

Dec

embe

r 20

09

Bal

ance

at 1

Janu

ary

2010

Effe

ct fr

om a

dopt

ion o

f TAS

19

Res

tate

d ba

lanc

e

Unre

alise

d ga

ins

Av

ailab

le fo

r sale

inve

stm

ents

Ne

t cha

nge

in fair

value

reco

gnise

d in

equit

y

La

nd

Ne

t cha

nge

in fair

value

s re

cogn

ised

in eq

uity

Net i

ncom

e re

cogn

ised

direc

tly in

equ

ity

Prof

it fo

r the

yea

r

Total r

ecog

nised

inco

me

and

expe

nse

Appr

opria

ted

for l

egal

rese

rve

Bal

ance

at 31

Dec

embe

r 20

10

33 33 15 24

The

acco

mpa

nying

not

es a

re a

n int

egral p

art o

f the

se f i

nanc

ial s

tate

men

ts.

Separatefiffiinancialstatements Retainedearnings(Defiffiicit)

Unrealisedsurpluses

Note

Issued

andpaid-up

sharecapital

Fairvalue

changesof

available-for-sale

securities,net

Revaluation

differenceson

land,net

Legal

reserve

Unappropriated

(Deffiicits)

Totalequity

attributableto

equityholders

oftheCom

pany

2,00

0,00

0,00

0 -

2,00

0,00

0,00

0 - - - -

2,00

0,00

0,00

0

2,00

0,00

0,00

0 -

2,00

0,00

0,00

0 - - - - - -

2,00

0,00

0,00

0

73,1

68,3

99

-

73,1

68,3

99

58,813

,347

58,813

,347

-

58,813

,347

131,

981,

746

131,

981,

746 -

131,

981,

746

66,353

,015

-

66,353

,015

-

66,353

,015

-

198,

334,

761

131,

626,

439 -

131,

626,

439 - - - -

131,

626,

439

131,

626,

439 -

131,

626,

439 -

60,405

,086

60,405

,086

-

60,405

,086

-

192,

031,

525

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

14,050

,000

14,0

50,0

00

(253

,970

,428

)

(163

,307

,196

)

(417

,277

,624

) - -

(62,57

4,02

7)

(62,57

4,02

7)

(479

,851

,651

)

(293

,143

,405

)

(186

,708

,246

)

(479

,851

,651

) - - -

760,58

3,08

0

760,58

3,08

0

(14,05

0,00

0)

266,

681,

429

1,95

0,82

4,41

0

(163

,307

,196

)

1,78

7,51

7,21

4

58,813

,347

58,813

,347

(62,57

4,02

7)

(3,760

,680

)

1,78

3,75

6,53

4

1,97

0,46

4,78

0

(186

,708

,246

)

1,78

3,75

6,53

4

66,353

,015

60,405

,086

126,75

8,10

1

760,58

3,08

0

887,34

1,18

1 -

2,67

1,09

7,71

5


Consolidatedfiffiinancialstatements Separatefiffiinancialstatements

Statements of cash flows Loxley Public Company Limited and its SubsidiariesFor the years ended 31 December 2010 and 2009

2010

(inBaht)

2009(Restated)

2009(Restated)

2010


Cash f lows from operating activities

Prof it (loss) for the year (130,969,663) 311,071,641 760,583,080 (62,574,027)

Adjustments for

Depreciation and amortisation 123,159,820 131,530,346 39,834,711 43,279,725

Interest income (6,928,446) (13,008,552) (3,240,444) (9,461,695)

Finance costs 115,180,646 117,680,457 86,047,020 86,408,472

Dividends received (25,478,032) (27,025,397) (436,203,297) (218,005,374)

Written off withholding tax deducted at source 484,732 3,689,451 28,740 -

Set up provision for:

- Bad debts and doubtful accounts for trade and

other accounts receivable 53,545,371 9,296,411 69,838,265 120,224,470

- Doubtful accounts for short-term loans

to related parties 342,654,348 - 369,598,274 30,213,413

- Decline in value of inventories 21,128,965 7,669,508 17,010,114 6,834,000

- Decline in value of investment in associates 5,311,781 - 36,000,000 35,555,466

- Decline in value of other long-term investment 7,000,000 - 7,000,000 -

Gain on sales of investments in subsidiaries - - 5,176,815 -

Gain on sales of investments in associates - - (975,400,259) -

Gain on sales of other long-term investments (17,500) (87,554,662) (17,500) (66,206,213)

Gain from liquidation of associates - (54,859) - (2,929,194)

Gain from liquidation of other long-term investments (2,472,513) - (644,035) -

Loss (gain) from deconsolidation of subsidiaries (1,367,971) 358,739 - -

Loss (gain) on disposals of property, plant and

equipment and intangible assets (1,115,908) 5,279,106 (944,875) 588,866

Share of prof it of jointly-controlled entity and

associates (356,757,535) (313,867,602) - -

Provision for employees’ long-term benef its 35,847,615 37,537,834 18,627,324 23,401,050

Exchange differences on translation of the f inancial

statements of foreign entity 4,306,565 19,083 - -

Income tax expense 42,199,623 75,937,137 - -

225,711,898 258,558,641 (6,706,067) (12,671,041)




2010

(inBaht)

2009(Restated)

2009(Restated)

2010


Changes in operating assets and liabilities

Trade and other accounts receivable 25,375,914 (351,256,444) 308,270,450 (253,176,294)

Unbilled trade accounts receivable 178,728,808 (495,941,441) 14,014,689 (226,457,716)

Retentions receivable (37,700,884) (24,487,048) (37,700,884) (24,487,048)

Inventories 181,089,066 (9,195,336) 44,141,383 159,016,967

Advances paid to suppliers 51,259,666 (186,826,955) 56,563,492 (173,150,285)

Other current assets 49,101,032 (106,748,520) 63,671,056 (17,946,525)

Other non-current assets (569,835) 51,856 585,950 246,133

Trade and other accounts payable 17,917,600 534,011,170 (9,291,383) 101,695,563

Advances received from customers (138,267,787) 270,024,806 (122,410,453) 226,331,887

Employees’ provident fund (14,312,952) (10,722,800) (14,312,952) (10,722,800)

Other current liabilities 19,450,565 113,423,590 92,438,654 13,248,929

Withholding tax deducted at source refunded 38,682,740 80,968,852 36,825,848 31,412,390

Income tax and withholding tax deducted at source paid (99,335,892) (134,658,461) (34,312,692) (36,833,040)

Netcashprovidedby(usedin)operatingactivities 497,129,939 (62,798,090) 391,777,091 (223,492,880)

Cash f lows from investing activities

Interest received 7,414,033 12,669,742 3,758,076 8,842,350

Dividends received 347,545,464 115,697,936 417,003,342 177,995,735

Decrease in current investments in

ffiifixed deposits and promissory notes with maturity

more than 3 months and pledged as collateral 9,626,256 39,355,838 - -

Effect on cash f lows from sales and deconsolidation

of subsidiaries and indirect subsidiaries 4,215,016 (423,203) - -

Increase in investments in subsidiaries (52,400,000) (41,155,030) (1,159,400,300) (46,279,361)

Increase in investments in associates (99,000,000) (7,794,547) (99,000,000) -

Increase in other long-term investments - (6,804,000) -

Increase in short-term loans to ralated party (14,280,000) (354,435,287) (14,280,000) (354,435,287)

Increase in short-term loans to other party (10,000,000) - - -

Minority interests

- Cash dividends of subsidiaries (4,289,016) (16,210,855) - -

- Proceeds from increase in subsidiary’s share capital - 7,833,650 - -




2010

(inBaht)

2009(Restated)

2009(Restated)

2010


Increase in property, plant and equipment (98,673,972) (115,765,799) (21,016,102) (24,780,164)

Increase in intangible assets (9,023,413) (4,507,776) (7,439,993) (710,654)

Proceeds from sales of investments in subsidiaries 68,185 - 68,185 -

Proceeds from sales of investments in associates - - 995,000,559 -

Proceeds from sales of investments in other

long-term investments 5,017,500 204,824,496 5,017,500 174,841,520

Proceeds from liquidation of subsidiaries - - 10,255,000 -

Proceeds from liquidation of an associate - 7,929,194 - 7,929,194

Proceeds from liquidation of other

long-term investments 2,572,832 - 644,035 -

Proceeds from sales of property,

plant and equipment and intangible assets 8,491,877 9,760,611 6,202,293 7,549,994

Netcashprovidedby(usedin)investingactivities 97,284,762 (149,025,030) 136,812,595 (49,046,673)

Cash f lows from f inancing activities

Finance costs paid (117,279,462) (117,708,510) (86,461,885) (86,773,842)

Increase (decrease) in bank overdrafts and short-term

loans from f inancial institutions (104,624,996) 247,734,231 (260,851,153) 84,529,530

Decrease in short-term loans from related parties (1,350,000) (10,130,000) - -

Repayment of short-term loans from related parties 39,646,186 - - -

Increase in long-term liabilities 18,939,892 399,990,316 137,789 280,128,840

Repayment of long-term liabilities (166,508,000) (223,369,217) (156,000,000) (100,000,000)

Netcashprovidedby(usedin)financing activities (331,176,380) 296,516,820 (503,175,249) 177,884,528

Netincrease(decrease)incashandcashequivalents 263,238,321 84,693,700 25,414,437 (94,655,025)

Cash and cash equivalents at beginning of year 593,620,001 508,926,301 205,056,539 299,711,564

Cashandcashequivalentsatendofyear 856,858,322 593,620,001 230,470,976 205,056,539


Note to the financial statementsLoxley Public Company Limited and its SubsidiariesFor the years ended 31 December 2010 and 2009

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

38

General information

Basis of preparation of the f inancial statements

Signif icant accounting policies

Business acquisitions and disposals

Related party transactions and balances

Cash and cash equivalents

Deposits pledged as collateral


Short-term loans to other parties

Inventories

Other current assets

Investments in subsidiaries

Investments in jointly-controlled entity and associates

Other long-term investments

Property, plant and equipment

Intangible assets

Other non-current assets

Interest-bearing liabilities


Other current liabilities


Provision for employees’ long-term benef its

Share capital

Reserves

Segment information


Selling expenses


Employee benef it expenses

Expenses by nature

Income tax expense

Basic earnings (loss) per share

Adoption of Thai Accounting Standard (TAS) 19

Financial instruments

Commitments with non-related parties

Contingent liabilities and contingent assets

Thai Financial Reporting Standards (TFRS) not yet adopted

Reclassif ication of accounts

Note Contents


Nameoftheentity TypeofBusiness Ownershipinterest(%)

Thesenotesformanintegralpartofthefinancialstatements.ThefinancialstatementswereauthorisedforissuebytheBoardofDirectorson28February2011.

1. GeneralinformationLoxley Public Company Limited, the “Company”, is incorporated in Thailand, and has its registered off ice at 102 Na Ranong Road, Klong Toey, Klong Toey, Bangkok, 10110, Thailand.The Company was listed on the Stock Exchange of Thailand in 1994.The Company’s major shareholder during the f inancial year was Ekpavee Company Limited (28% shareholding) which was incorporated in Thailand.The principal businesses of the Company are trading and turnkey contract sales of telecommunication equipment and other items. Active subsidiaries mainly engage in their core businesses of trading and sales and services of computers. Details of the Company’s subsidiaries as at 31 December 2010 and 2009 were as follows:

Direct subsidiaries


Jago Company Limited

(not yet started principal commercial

operations)

Data Mining Company Limited


Loxley Joint and Hold Co., Ltd.


Societed Commercial Lao Company

Parts Zone (Thailand) Co., Ltd.

Loxley Property Development

Company Limited

Loxley Thales Company Limited

Loxley Global Company Limited

Loxley Trading Company Limited

International Agriculture Holdings

Company Limited

Indirect subsidiaries


Loxbit P.A. Public Company Limited

Sale and service of telecommunication and

information technology systems

Sale of online lottery

Service of information technology equipment

and computer systems

Trading of telecommunication equipment,

computers and computer programs

Holding company

Provide security service

at Suvarnabhumi Airport and others

Trading in Lao People’s Democratic

Trading in automotive parts and equipment

Renting of building, advertising board

and providing services

Sale and service of electronics

communications equipment

Holding company

Sale of consumer products

Holding company

Supply, maintenance and set up of work

system, installation of computers and

management of computerised center

Telecommunication and computerised database

service

99

99

99

99

99

69

67

60

59

51

51

50

-

99

99

99

99

99

92

-

69

67

60

59

51

51

50

99

92

92

2010 2009


2010 2009

The Group/Company has adopted the revised Framework for the Preparation and Presentation of Financial Statements (revised 2010), which was issued by the FAP during 2010 and effective on 26 May 2010. The adoption of the revised framework does not have any material impact on the f inancial statements.The FAP has issued during 2010 a number of new and revised TFRS which are not currently effective and have not been adopted in the preparation of these f inancial statements. These new and revised standards and interpretations are disclosed in note 37.The preparation of f inancial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates.Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future periods affected.

NetONE Network Solutions Company Limited

Thai Gateway Company Limited

L-Hardware & Services Company Limited

Digital Screen Play Company Limited

Digit Brain Co., Ltd.

Nin Development Farm Company Limited

TAS 11

TAS 40

TAS 48

TAS 101

TAS 105

TAS 107

Doubtful Account and Bad Debts

Accounting for Investment in Debt and

Equity Securities

Financial Instruments Disclosure and

Presentation

Trading of computer, computer spare

parts and equipment, of all types

Trading of telecommunication equipment

Installation and repair of IT equipment,

sale of computers and peripherals

Educational services through network system

Sales of knowledge related

equipment and media

Fish farm

99

99

99

69

42

-

92

92

92

64

39

51

Nameoftheentity TypeofBusiness Ownershipinterest(%)

Formerno. Revisedno. Topic

The above direct subsidiaries and indirect subsidiaries were incorporated in Thailand except Societed Commercial Lao Company Limited which was incorporated in Lao People’s Democratic Republic.

2. BasisofpreparationofthefinancialstatementsThe f inancial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the f inancial statements has been prepared for the convenience of readers not conversant with the Thai language.The f inancial statements are prepared and presented in Thai Baht. All f inancial information presented in Thai Baht has been rounded in the notes to the f inancial statements to the nearest million. They are prepared on the historical cost basis except as stated in the accounting policies.The f inancial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) and guidelines promulgated by the Federation of Accounting Professions (“FAP”); applicable rules and regulations of the Thai Securities and Exchange Commission; and with generally accepted accounting principles in Thailand.During 2010, the FAP announced the re-numbering of the following TFRS.


3. Significantaccountingpolicies(a) Basisofconsolidation

The consolidated f inancial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in a jointly-controlled entity and associates.Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the f inancial and operating policies of an entity so as to obtain benef its from its activities. The f inancial statements of subsidiaries are included in the consolidated f inancial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group.Jointly-controlledentityandassociates

Jointly-controlled entity and associates are those entities in which the Group has signif icant inf luence, but not control, over the f inancial and operating policies. Signif icant inf luence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. The consolidated f inancial statements include the Group’s share of the income, expenses and equity movements of jointly-controlled entity and associates, from the date that signif icant inf luence commences until the date that signif icant inf luence ceases. When the Group’s share of losses exceeds its interest in a jointly-controlled entity or an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the jointly-controlled entity or the associate.Transactionseliminatedonconsolidation

Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated f inancial statements. Unrealised gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreigncurrencies

Foreigncurrencytransactions

Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income.Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions.Foreignentities

The assets and liabilities of foreign entities are translated to Thai Baht at the foreign exchange rates ruling at the reporting date. The revenues and expenses of foreign entities are translated to Thai Baht at rates approximately the foreign exchange rates ruling at the dates of the transactions.Foreign exchange differences arising on translation are recognised in a separate component of equity until disposal of the investments. Where monetary items, in substance, form part of the Group’s net investment in a foreign entity, foreign exchange differences arising on such monetary items and related hedges are recognised directly in a separate component of equity until disposal of the investment.

(c)Derivativefinancialinstruments

Derivative f inancial instruments are used to manage exposure to foreign exchange arising from operational, f inancing and investment activities. Derivative f inancial instruments are not used for trading purposes.


Gains and losses from forward exchange contracts used to hedge anticipated future currency transactions are recorded when the forecasted transaction occurs. Where the hedged item is a recognised asset or liability, it is translated at the contracted forward rates.

(d) Cashandcashequivalents

Cash and cash equivalents in the statement of cash f lows comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of f inancing activities for the purpose of the statement of cash f lows.

(e) Tradeandotheraccountsreceivable

Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts.Unbilled trade accounts receivable represents the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus prof it recognised for the portion of work performed, less progress billings and recognised losses.The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred.

(f) Inventories

Merchandiseinventories

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. An allowance is made for all deteriorated, damaged, obsolete and certain slow-moving inventories.

(g) Projectinprocess

Project in process represents the gross unbilled amount expected to be collected from customers for project work performed to date. It is measured at cost plus prof it recognised (see note 3 (p)) less progress billings and recognised losses. Cost includes all expenditure related directly to specif ic projects and an allocation of f ixed and variable costs incurred in the Group’s/Company’s project activities based on normal operating capacity.

(h) Investments

Investmentsinsubsidiaries,jointly-controlledentityandassociates

Investments in subsidiaries, jointly-controlled entity and associates in the separate f inancial statements of the Company are accounted for using the cost method. Investments in jointly-controlled entity and associates in the consolidated f inancial statements are accounted for using the equity method.Investmentsinotherequitysecurities

Marketable equity securities other than those securities held for trading or intended to be held to maturities, are classif ied as available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in the statement of income. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in the statement of income. Equity securities which are not marketable are stated at cost less any impairment losses.The fair value of f inancial instruments classif ied as available-for-sale is determined at the quoted bid price at the reporting date.Disposalofinvestments

On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in the statement of income.


If the Group/Company disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the weighted average method applied to the carrying value of the total holding of the investment.

(i) Property,plantandequipment

Ownedassets

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for land which are stated at their revalued amounts. The revalued amount is the fair value determined on the basis of the property’s existing use at the date of revaluation less impairment losses.Leasedassets

Leases in terms of which the Group/Company substantially assumes all the risk and rewards of ownership are classif ied as f inance leases. Property, plant and equipment acquired by way of f inance leases are capitalised at the lower of their fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the f inance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of income. When a sale and leaseback results in a f inance lease, any gain on the sale is deferred and recognised as income over the lease term. Revaluedassets

Revaluations are performed by independent professional valuers with suff icient regularity to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair values at the reporting date.Any increase in value, on revaluation, is credited to equity under the heading ‘revaluation surplus’ unless it offsets a previous decrease in value recognised in the statement of income in respect of the same asset. A decrease in value is recognised in the statement of income to the extent it exceeds an increase previously recognised in equity in respect of the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred from equity to retained earnings and is not taken into account in calculating the gain or loss on disposal.Depreciation

Depreciation is charged to the statement of income on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. The estimated useful lives are as follows: Buildings and improvements 5, 20 Years Furniture, f ixtures and off ice equipment 3, 5 Years Tools and equipment 3, 5 Years Equipment held for lease 3, 5 Years Transportation equipment 5 YearsNo depreciation is provided on freehold land or assets under construction of the Group/Company.

(j) Intangibleassets

Goodwill

Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired. The Group changed its accounting policy for goodwill with effect from 1 January 2008, the change had no effect on the f inancial statements as all goodwill had been fully amortised as at 31 December 2007, as follows:Acquisitions prior to 1 January 2008Goodwill was stated at cost from the date of initial recognition and amortised over its estimated useful life of 10 years. On 1 January 2008, the Group/Company discontinued amortisation of goodwill. The remaining balance is subject to testing for impairment, as described in note 3 (k). Acquisitions on or after 1 January 2008Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described in note 3 (k).


Otherintangibleassets

Intangible assets that are acquired by the Group/Company, which have f inite useful lives, are stated at cost less accumulated amortisation and impairment losses. Intangible assets are amortised in the statement of income on a straight-line basis over their estimated useful lives from the date that they are available for use. The estimated useful lives are as follows:

Software license 3 - 10 Years

(k)Impairment

The carrying amounts of the Group/Company’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable amount is estimated at each reporting date, and when indicators of impairment are identif ied.An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognised in the statement of income unless it reverses a previous revaluation credited to equity, in which case it is charged to equity.When a decline in the fair value of an available-for-sale f inancial asset has been recognised directly in equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in the statement of income even though the f inancial asset has not been derecognised. The amount of the cumulative loss that is recognised in the statement of income is the difference between the acquisition cost and current fair value, less any impairment loss on that f inancial asset previously recognised in the statement of income.Calculationofrecoverableamount

The recoverable amount of available-for-sale f inancial assets is calculated by reference to the fair value.The recoverable amount of a non-f inancial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash f lows are discounted to their present value using a pre-tax discount rate that ref lects current market assessments of the time value of money and the risks specif ic to the asset. For an asset that does not generate cash inf lows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.Reversalsofimpairment

An impairment loss in respect of a f inancial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. For f inancial assets carried at amortised cost and available-for-sale’ f inancial assets that are debt securities, the reversal is recognised in the statement of income. For available-for-sale f inancial assets that are equity securities, the reversal is recognised directly in equity.An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other non-fif inancial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(l) Interest-bearingliabilities

Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of income over the period of the borrowings on an effective interest basis.

(m)Tradeandotheraccountspayable

Trade and other accounts payable are stated at cost.(n) Employeebenefits

Definedcontributionplans

Obligations for contributions to def ined contribution pension plans are recognised as an expense in the statement of income as incurred.


Provisionforemployees’long-termbenefits

The Group/Company’s net obligation in respect of long-term employee benef its (Legal Severance Payment) is the amount of future benef it that employees have earned in return for their service in the current and prior periods; that benef it is discounted to determine its present value. The discount rate is the yield at the reporting date on government bonds. The calculation is performed using the projected unit credit cost method.

(o) Provisions

A provision is recognised when the Group/Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outf low of economic benef its will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash f lows at a pre-tax rate that ref lects current market assessments of the time value of money and, where appropriate, the risks specif ic to the liability.Warranties

A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

(p) Revenue

Revenue excludes value added taxes and is arrived at after deduction of trade discounts.Saleofgoodsandservicesrendered

Revenue is recognised in the statement of income when the signif icant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are signif icant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as services are provided.Servicecontractsrevenue

Service contract revenue includes the initial amount agreed in the contract plus any variations in contract, claims and incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a service contract can be estimated reliably, contract revenue and expenses are recognised in the statement of income in proportion to the stage of completion of the contract.The stage of completion is assessed by reference to surveys of service performed. When the outcome of a service contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in the statement of income.Rentalincome

Rental income from investment property is recognised in the statement of income on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income. Contingent rentals are recognised as income in the accounting period in which they are earned.Interestanddividendincome

Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Group/Company’s right to receive payments is established.

(q) Expenses

Operatingleases

Payments made under operating leases are recognised in the statement of income on a straight-line basis over the term of the lease. Lease incentives received are recognised in the statement of income as an integral part of the total lease payments made. Contingent rentals are charged to the statement of income for the accounting period in which they are incurred.Financecosts

Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of f inance lease payments is recognised in the statement of income using the effective interest rate method.


(r) Incometax

Income tax on the prof it or loss for the year comprises current and deferred tax. Income tax is recognised in the statement of income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.Currenttax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.Deferredtax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for f inancial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable prof it; and differences relating to investments in subsidiaries and joint ventures to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable prof its will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benef it will be realised.

4. Businessacquisitionsanddisposals2010

In March 2010, the Company purchased an additional 28,041,756 shares in the subsidiary company, Loxbit Public Company Limited, at a cost of Baht 53 million. The Company recorded the difference between the cost of purchase and the fair value of net assets acquired of Baht 8.7 million in shareholders equity. As a consequence, the Company’s percentage of shareholding in Loxbit Public Company Limited and indirect subsidiaries which are wholly owned by Loxbit Public Company Limited increased from 92% to 99%. On December 2010, Loxbit Public Company Limited increased their authorised share capital and fully paid-up share capital from Baht 338.2 million to Baht 375.2 million. The Company paid up the increased share capital of Baht 37 million at par value. As at 31 December 2010, the Company’s percentage of shareholding in the Loxbit Public Company Limited and indirect subsidiaries remains at 99%.In April 2010, a subsidiary of the Company sold 36% of its investment in an indirect subsidiary, Nin Development Farm Company Limited, to a third party amounting to Baht 8.6 million, with a gain from sale amounting to Baht 2 million. Subsequently in December 2010, the subsidiary sold its remaining investment in the said company at a loss of Baht 3 million.In August 2010, Loxley Wireless Company Limited, a subsidiary of the Company, increased the authorised and fully paid up share capital from Baht 30 million to Baht 100 million. The Company purchased the increase share capital of Baht 70 million at par value. As at 31 December 2010, the Company’s percentage of holding in the subsidiary remains at 99%.In August and December 2010, International Agriculture Holdings Company Limited, a subsidiary of the Company, decreased its authorised and fully paid up share capital from Baht 15.50 million to Baht 6.82 and later to Baht 5.25 million. In December 2010, the Company has sold all its investment in International Agriculture Holdings Company Limited to a shareholder at net book value.In August 2010, the Company established a new subsidiary, Loxley Joint and Hold Co., Ltd. with an authorised and fully paid up share capital of Baht 100 million (99% owned subsidiary). In September 2010, Loxley Joint and Hold Co., Ltd. increased the authorised and fully paid up share capital from Baht 100 million to Baht 1,000 million in order to acquire shares of BP - Castrol (Thailand) Company Limited, which is a manufacturer and seller of lubricant products. The Company sold 40% of their investment in BP - Castrol (Thailand) Company Limited to Loxley Joint and Hold Co., Ltd., at a selling price of Baht 995.0 million (approximately to BP - Castrol (Thailand) Company Limited’s net book value as at 30 June 2010), with a gain on sale of Baht 975.4 million in the separate f inancial statements for the period ended 31 December 2010. This transaction has no effect on the consolidated f inancial statements for the period ended 31 December 2010 as intra-group transactions, are eliminated in preparing the consolidated f inancial statements.


In December 2010, the Company purchased a 45% equity interest in L Solar 1 Co., Ltd. for Baht 99 million. The above company is incorporated in Thailand and engages in electricity generating business, which has an authorised and fully paid up capital of Baht 220 million. The Company classif ied this investment as an associate.2009

In February 2009, an indirect subsidiary incorporated a new subsidiary, Digit Brain Co., Ltd., with a registered capital of Baht 5 million. The new subsidiary engages in the sales of knowledge related equipment and media. The Group holds a 39% interest in the subsidiary and has included the subsidiary’s f inancial statements in the consolidated f inancial statements for the year ended 31 December 2009. In June 2009, a subsidiary invested in a 38% interest in Mega Management Co., Ltd. (Mega) for Baht 8 million. Mega was incorporated in Laos and engages in the distribution of the instant lottery in that country. Mega has a registered share capital of Kip 5,168 million and paid up share capital of Kip 3,928 million. The Group classif ies this investment as an associate with 25% indirect shareholding. The Company deconsolidated the f inancial statements of Loxley Information Company Limited, an indirect subsidiary, from the consolidated f inancial statements for the year ended 31 December 2009 after the indirect subsidiary was liquidated on 19 June 2009, resulting in the Company’s permanent loss of control in the indirect subsidiary.In October 2009, the Company purchased an additional 200,000 shares, 18.6% of interest, in Loxley Property Development Company Limited at a cost of Baht 23 million. The Company recorded the difference between the cost of purchase and the fair value of net assets acquired on the date of purchase of Baht 7 million as “Surplus on dilution of investments in subsidiaries and associates” in the “Equity” section of the consolidated balance sheets. Subsequent to the purchase transaction, the Company’s percentage of shareholding in Loxley Property Development Company increase from 40% previously to 59%.In December 2009, the Company purchased an additional 13,258,244 shares (4.5% interest), in Loxbit Public Company Limited at a cost of Baht 18 million. The Company recorded the difference between the cost of purchase and the fair value of net assets acquired on the date of purchase of Baht 7 million is taken into shareholders equity. As a consequence, the Company’s percentage of shareholding in Loxbit Public Company Limited and indirect subsidiaries wholly owned by Loxbit Public Company Limited increase from 87% previously to 92%.

5. RelatedpartytransactionsandbalancesRelated parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices.

The pricing policies for particular types of transactions are explained further below: Transactions Pricingpolicies

Sale of goods and rendering of services Market prices, contractually agreed prices or third party compatible pricesFees and other income Market prices or contractually agreed pricesDividend income As declared for dividendSale of investment in an associate Compatible prices of associate’s net book valuePurchase of goods and rendering of services Market prices, contractually agreed prices or prices agreed by distributors who absorb distribution costsSelling expenses Market prices or contractually agreed pricesAdministrative expenses Market prices or contractually agreed pricesManagement benef it expenses Shareholders and/or Board of Directors approve


1 The amount mainly comprises the purchase of goods from a subsidiary for project works, totaling Baht 176 million. The pricing policy was based on contractually agreed prices.

2 The amount represents the services rendered to a jointly-controlled entity for a project work. The pricing policy was based on contractually agreed prices.

3 The amount mainly comprises a subsidiary’s purchase of vegetable oil from a related party totaling Baht 1,161 million and Baht 1,020 million for the years ended 31 December 2010 and 2009 in the consolidated f inancial statements, respectively. The pricing policy is based on prices agreed by distributors who absorb distribution costs.

Subsidiaries

Sale of goods and rendering of services


Dividend income

Gain on sale of investment in an associate

Purchases of goods and rendering

of services

Selling expenses


Jointly-controlled entity


Associates



Dividend income

Purchase of goods and rendering of services

Selling expenses

Other related parties



Dividend income

Purchases of goods and rendering of services

Selling expenses


Management benef it expenses

-

-

-

-

-

-

-

-

7

10

-

65

1

62

9

25

1,204

4

27

171

-

-

-

-

-

-

-

271

28

16

-

35

-

60

11

27

1,061

2

26

152

32

44

194

975

194

4

71

-

1

10

222

49

1

30

8

20

42

4

9

52

41

37

71

-

36

3

65

271

25

16

129

35

-

32

11

18

38

2

4

47

2010 2010

Consolidatedfinancialstatements Separatefinancialstatements

2009

(inmillionBaht)

2009

1

2

33

2

Signif icant transactions for the years ended 31 December 2010 and 2009 with related parties were as follows:


Balances as at 31 December 2010 and 2009 with related parties were as follows:

Subsidiaries





Parts Zone (Thailand) Co., Ltd.

Others

Jointly-controlled entity

CKLX Joint Venture

Associates


Others


L-Mobile and Computer Co., Ltd.

L-Direct Co., Ltd.

TT&T Public Company Limited

Others

Total

Less allowance for doubtful accounts

Net

Bad debts and doubtful debts expense for the year

Write-off bad debts previously fully provided for

(no effect to statements of income) for the year

-

-

-

-

-

-

-

143

6

-

-

3

5

157

(143)

14

11

19

-

-

-

-

-

-

21

119

5

19

3

4

3

174

(129)

45

2

-

11

-

-

4

7

2

-

143

4

-

-

-

1

172

(143)

29

34

46

-

31

20

7

5

3

21

119

3

19

2

2

1

233

(156)

77

119

-

13

Tradeandotheraccountsreceivablefromrelatedparties

Note201020092010

(inmillionBaht)

2009

Consolidatedfinancialstatements Separatefififinancialstatements


Movements during the years ended 31 December 2010 and 2009 of loans to related parties were as follows:

The currency denomination of short-term loans to related parties as at 31 December 2010 and 2009 was denominated entirely in Thai Baht.

Subsidiaries



Total

Short-term

Subsidiaries


Associates


Total


Net

Bad debts and doubtful debts

expense for the year

Write-off bad debts previously fully

provided for (no effect to statements of

income) for the year

Short-term

Related parties

At 1 January

Increase

Decrease from set up allowance

for doubtful accounts/equity loss

At 31 December

-

-

-

-

6

355

15

(370)

-

-

400

400

(400)

-

370

-

6

6

31

354

(30)

355

-

385

385

(30)

355

-

-

-

400

400

(400)

-

370

8

355

15

(370)

-

8

385

393

(38)

355

30

30

31

354

(30)

355

-

-

-

19

-

19

-

40

40

Consolidatedfiffiinancialstatements


Interestrate


Dividendreceivable(includedaspartofothercurrentassets)

Loanstorelatedparties

Loanstorelatedparties


2010

2010

2010

2010

20102010

2010

Note

2009

20092009

2009

(inmillionBaht)

(inmillionBaht)

(inmillionBaht)

(%perannum)

2009

2009

2009

13



Subsidiaries

Societed Commercial Lao Company

Loxbit P.A. Public Company Limited

Data Mining Company Limited


Others

Associates

BlueScope Lysaght (Thailand) Company Limited

Thai Fiber Optics Company Limited


Thanakorn Vegetable Oil Products Company Limited

Loxley International Company Limited

Green Natural Products Limited

Law Enforcement Technology Solution

Company Limited

Mappoint Asia (Thailand) Company Limited

Others

Total

-

-

-

-

-

8

-

245

14

8

2

-

5

282

-

-

-

-

-

4

3

131

27

2

8

6

11

192

14

3

-

-

3

8

-

-

-

8

1

-

4

41

-

3

2

2

4

4

3

-

-

2

4

6

1

31

Separatefinancialstatements

ConsolidatedfifinancialstatementsTradeandotheraccountspayable-relatedparties

20102009

(inmillionBaht)

20092010

Short-term

Related parties

Director 3 13, 8.5 2 - -


Consolidatedfififfiifinancialstatements

Separatefififfiinancialstatements

InterestrateLoansfromrelatedpartiesSeparate

fififfiinancialstatements

201020102010 20092009

(inmillionBaht)(%perannum)

2009

Movements during the years ended 31 December 2010 and 2009 of loans from related parties were as follows:

Short-term

Related parties

At 1 January

Increase

Decrease

At 31 December

2

1

(2)

1

12

2

(12)

2

-

-

-

-

-

-

-

-

Loansfromrelatedparties

20102010 2009

(inmillionBaht)

2009


Significantagreementswithrelatedparties

A subsidiary has entered into a technical service agreement with a related party in a foreign country to provide the Company with services, information, technology and know-how pertaining to airport security operation. The term of this agreement shall be terminated on the effective date of termination as agreed in writing by the parties or on the date the Airports of Thailand Public Company Limited contract expires, is terminated or revoked. A subsidiary is committed to pay a service fee based on certain percentage as indicated in the agreement.

7. DepositspledgedascollateralCertain short-term and long-term f ixed deposits and promissory notes at f inancial institutions have been pledged as collateral for the projects performance as at 31 December 2010. The short-term portion is included as part of current investments, while the long-term is included in other non-current assets. The pledged deposit amounts to Baht 37 million for the Group (31 December 2009: Baht 46 million).

6. Cashandcashequivalents

Cash on hand and cash at banks - current accounts

Cash at banks - savings accounts

Highly liquid short-term investments

Total

Thai Baht (THB)

United States Dollars (USD)

Total

155

468

234

857

809

48

857

115

288

191

594

584

10

594

85

145

-

230

182

48

230

41

134

30

205

195

10

205





2010

2010

2010

2010

2009

2009

(inmillionBaht)

(inmillionBaht)

2009

2009

The currency denomination of cash and cash equivalents as at 31 December 2010 and 2009 was as follows:


8.Tradeandotheraccountsreceivable

Related parties

Other parties

Total


Net

Bad debts and doubtful debts expenses for the year

Write-off bad debts previously fully

provided for (no effect to statement

of income) for the year

Related parties

Within credit terms

Overdue:

Less than 3 months

3-6 months

6-12 months

Over 12 months

Total


Net

Other parties

Within credit terms

Overdue:

Less than 3 months

3-6 months

6-12 months

Over 12 months

Total


Net

Total

157

2,503

2,660

(328)

2,332

53

26

9

5

6

26

111

157

(143)

14

1,149

923

186

35

210

2,503

(185)

2,318

2,332

174

2,538

2,712

(316)

2,396

9

112

36

16

6

14

102

174

(129)

45

1,246

907

31

34

320

2,538

(187)

2,351

2,396

172

765

937

(203)

734

66

51

22

10

6

25

109

172

(143)

29

435

190

69

7

64

765

(60)

705

734

233

1,067

1,300

(226)

1,074

120

108

38

40

10

14

131

233

(156)

77

601

324

17

6

119

1,067

(70)

997

1,074

5

Note2010

2010

2009

2009

2010

2010

(inmillionBaht)

(inmillionBaht)

2009

2009

Aging analyses for trade and other accounts receivable were as follow:




9.Short-termloantootherparty

Included in trade and other accounts receivable from other parties over the age thresholds of 6 months as at 31 December 2010 and 2009 are amounts receivable from government agencies and state enterprises as follows:

The currency denomination of trade and other accounts receivable as at 31 December 2010 and 2009 was as follows:

There was no movement of the short-term loan to other party during the years ended 31 December 2010 and 2009.

The Group’s short-term loan to other party as at 31 December 2010 and 2009 was denominated entirely in Thai Baht.

6-12 months

Over 12 months

Total

Thai Baht (THB)


Euros (EUR)

Australian Dollars (AUD)

Total

Former subsidiary

Other

Total


Net

Short-term

Other parties

At 1 January

Increase

At 31 December

17

27

44

2,627

16

17

-

2,660

98

11

109

(98)

11

1

10

11

-

5,7

-

7

11

87

98

2,631

60

17

4

2,712

98

1

99

(98)

1

1

-

1

7

9

16

904

16

17

-

937

-

-

-

-

-

-

-

-

1

3

4

1,219

60

17

4

1,300

-

-

-

-

-

-

-

-

2010

2010

2010

2010

2010

2010

2010

2010

Interestrate

20092010

2009

2009

2009

2009

(inmillionBaht)

(inmillionBaht)

(inmillionBaht)

(inmillionBaht)

(%perannum)

2009

2009

2009

2009






10.Inventories

11.Othercurrentassets

12.Investmentsinsubsidiaries

Merchandise inventories

Project material and project in

progress

Goods in transit

Total

Less allowance for decline in value

Net

Promotion receivables

Prepaid expenses

Advance to employees

Accrued income

Value added tax

Dividend receivable

Deposit

Withholding taxes deducted at source

Others

Total

At 1 January

Acquisition/increase

Write-off impaired investment previous fully provided for:

Investment - at cost

Allowance for impairment

Decrease

At 31 December

522

204

2

728

(63)

665

63

27

20

14

7

-

-

-

22

153

367

488

80

935

(50)

885

68

35

5

10

29

-

34

32

29

242

278

34

2

314

(43)

271

-

7

4

12

-

19

-

-

16

58

555

1,159

(330)

330

(15)

1,699

221

65

79

365

(33)

332

-

3

5

9

-

40

34

-

15

106

526

52

-

(23)

-

555

2010

2010

2010

2010

2010

2009

2009

(inmillionBaht)

(inmillionBaht)

(inmillionBaht)

2009

2009

2009

As at 31 December 2010, the Company wrote off its Baht 330 million investment in subsidiary in JAGO Co., Ltd in the separate f inancial statements after the subsidiary had been notif ied of its legal case against the GLO (Note 36 (b)). Additionally, the Company wrote off its trade and other accounts receivable and short-term loans to such subsidiary, previously fully provided for allowance for doubtful accounts, in the amounts of Baht 27 Million and Baht 8 Million, respectively.



Separatefififinancialstatements


Inve

stm

ents in

sub

sidiar

ies

as a

t 31

Dec

embe

r 20

10 a

nd 2

009

and

divid

end

inco

me

from

tho

se in

vestm

ents for

yea

rs the

n en

ded

wer

e as

follows:


Ownershipinterest

(%)

(inm

illionBaht)

Paid-upcapital

Costmethod

Impairment

Atcost-net

Dividendincome

99 99 99

-

99 99 69 67 60 59 51 51 50

30

330 8 16

375

100

2,96

2 25

108 99 6 50

100 - 8 -

401

1,00

0 70 14 15 66

- -

25

1,69

9

100

330 8 16

375

1,00

0

100

2,96

2 25

108 99 6 50

30 330 8 15 312 -

70 20 15 66 50 3 25

944

100 - 8 -

401

1,00

0 70 20 15 66 50 3 25

1,75

8

95

- - -

93

- - - - 6 - - -

194

99 99 99 99 92

-

69 67 60 59 51 51 50

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

- Milli

on B

aht

Milli

on K

ip

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

30

- 8 15 312 -

70 14 15 66

- -

25

555

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on K

ip

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

-

(330

) - - - - -

(6) - -

(50) (3)

(389

)

- - - - - - -

(6) - -

(50) (3) -

(59)

12

- - -

50

- - - - 4 - - 5 71

Sub

sidi

arie

s

Loxle

y W

ireles

s Co

mpa

ny L

imite

d

Jago

Com

pany

Lim

ited

(not

yet

starte

d pr

incipa

l com

mer

cial o

peratio

ns)

Data M

ining

Com

pany

Lim

ited

Inte

rnation

al Ag

ricult

ure

Holdi

ngs

Com

pany

Lim

ited

Loxb

it Pu

blic

Com

pany

Lim

ited

Loxle

y Jo

int a

nd H

old C

o., L

td.

Asia

Secu

rity

Man

agem

ent C

o., L

td.

Socie

ted

Com

mer

cial L

ao C

ompa

ny L

imite

d

Parts

Zon

e (Tha

iland

) Co., L

td.

Loxle

y Pr

oper

ty D

evelo

pmen

t Com

pany

Lim

ited

Loxle

y Gl

obal

Co.,

Ltd.

Loxle

y Th

ales

Com

pany

Lim

ited

Loxle

y Tr

ading

Com

pany

Lim

ited

2010

2010

2010

2010

2010

2010

2009

2009

2009

2009

2009

2009


Investments in jointly-controlled entity and associates are based on the audited f inancial statements as at 31 December 2010 and 2009 except:

- BlueScope Lysaght (Thailand) Company Limited and BlueScope Steel (Thailand) Company Limited which have an accounting period ended 30 June. Investments in those associates were recorded by including the f inancial statements of those associates for the six-month periods ended 30 June 2010 and 2009 (the f inancial statements for the years ended 30 June 2010 and 2009 which had been audited by other auditors) and for the six-month periods ended 31 December 2010 and 2009, which had been reviewed, but not audited by auditors. The carrying value of those investments in the consolidated f inancial statements as at 31 December 2010 and 2009 amounted to Baht 1,849 million and Baht 1,714 million, respectively and the share of prof it from those associates for the six-month period ended 31 December 2010 amounted to Baht 25 million and Baht 67 million, respectively. The carrying value of those investments as at 31 December 2010 and 2009 in the separate f inancial statements amounted to Baht 950 million.

13.Investmentsinjointly-controlledentityandassociates

At 1 January

Share of prof its from investments in

jointly-controlled entity and

associates accounted for using equity method, net

Acquisition/increase

Dividend income

Loss on investment in associate

exceeding carrying value

Impairment loss

Liquidation

Decrease

At 31 December

3,078

356

99

(322)

51

(5)

-

-

3,257

2,884

314

8

(129)

9

-

-

(8)

3,078

1,155

-

99

-

-

(35)

-

(20)

1,199

1,178

-

-

-

-

(18)

(5)

-

1,155

SeparateffiinancialstatementsConsolidatedfiffiinancialstatements

20102010 2009

(inmillionBaht)

2009


Inve

stm

ents in

jointly

-con

trolle

d en

tity

and

asso

ciate

s as

at 31

Dec

embe

r 20

10 a

nd 2

009, a

nd d

ivide

nd in

com

e fro

m tho

se in

vestm

ents for

the

yea

rs the

n en

ded

wer

e as

follows:

(%)

(inm

illionBaht)

25 50 45 40 40 35 30 27 26 30 25 25 21 25 45

9

119 3

136

939 -

62 15 21 5

253

1,59

6 3 5 96

3,26

2

150 5

100 49 300 20 184 10 3

600

5,00

0 60

3,92

8

9

119 3

136

939 -

62 15 21

-

253

1,59

6 3 5 96

3,25

7

150 5

100 49 300 20 184 10 3

600

5,00

0 60

3,92

8

220

- - - - - - - - -

(5) - - - - -

(5)

-

84 2 40 20 105 6 50 3 8

150

800 10 8 99

1,38

5

- 2 -

53 259 - - - 8 - - - - - -

322

25 50 45 40 40 35 30 27 26 26 25 25 21 25

-

11 103 3

165

989 -

40 15 18 7

237

1,47

7 7 6 -

3,07

8

- Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on K

ip

-

11 103 3

165

989 -

40 15 18 7

237

1,47

7 7 6 -

3,07

8

- Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on K

ip

Milli

on B

aht

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

-

84 2 40 20 105 6 50 3 8

150

800 10 8 -

1,28

6

- 2 - 4

116 - - - 7 - - - - - -

129

Join

tly-c

ontrol

led

entit

y

CKLX

Join

t Ven

ture

Ass

ocia

tes

Orien

tal P

ost C

ompa

ny L

imite

d

Poon

sap

Com

mun

icatio

n Co

mpa

ny L

imite

d

Thai

Fiber

Opt

ics C

ompa

ny L

imite

d

BP -

Castro

l (Th

ailan

d) C

ompa

ny L

imite

d

Loxle

y GT

ECH

Tech

nolog

y Co

mpa

ny L

imite

d

Guardfif

ire L

imite

d

Mob

ile In

nova

tion

Com

pany

Lim

ited

Fose

co (T

haila

nd) L

imite

d

Ecartstu

dio C

o., L

td.

Blue

Scop

e Ly

sagh

t (Th

ailan

d) C

ompa

ny L

imite

d

Blue

Scop

e St

eel (

Thail

and) C

ompa

ny L

imite

d

MOC

AP L

imite

d

Meg

a M

anag

emen

t Co

., Lt

d.

L So

lar 1

Co., L

td.

Tota

l

2010

2010

2010

2010

2010

2010

2010

2009

2009

2009

2009

2009

2009

2009


Ownershipinterest

Paid-upcapital

Costmethod

Equitym

ethod

Impairment

Atequity-net

Dividendincome


(%)

(inm

illionBaht)

25 50 45 40

-

30 27 26 25 25 18 45

150 5

100 49 20 184 10 600

5,00

0

300

-

84 2 40

- 6 15 3

150

800 -

99

1,19

9

150 5

100 20 184 10 600

5,00

0

300

220

-

84 2 40 20 6 50 3

150

800 55

-

1,21

0

-

84 2 40

- 6 50 3

150

800 55 99

1,28

9

- 2 -

53 159 - - 8 - - - -

222

25 50 45 40 40 30 27 26 25 25 18

-

-

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

-

- 84 2 40 20 6 50 3

150

800 - -

1,15

5

- Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

- Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

Milli

on B

aht

- - - - - - - - - -

(55) -

(55)

- - - - - -

(35) - - -

(55) -

(90)

- 2 - 4

116 - - 7 - - - -

129

Join

tly-c

ontrol

led

entit

y

CKLX

Join

t Ven

ture

Ass

ocia

tes

Orien

tal P

ost C

ompa

ny L

imite

d

Poon

sap

Com

mun

icatio

n Co

mpa

ny L

imite

d

Thai

Fiber

Opt

ics C

ompa

ny L

imite

d

BP -

Castro

l (Th

ailan

d) C

ompa

ny L

imite

d

Guardf

ire L

imite

d

Mob

ile In

nova

tion

Com

pany

Lim

ited

Fose

co (T

haila

nd) L

imite

d

Blue

Scop

e Ly

sagh

t (Th

ailan

d) C

ompa

ny L

imite

d

Blue

Scop

e St

eel (

Thail

and) C

ompa

ny L

imite

d

Loxle

y GT

ECH

Tech

nolog

y Co

mpa

ny L

imite

d

L So

lar 1

Co., L

td.

Tota

l

2010

2010

2010

2010

2010

2010

2009

2009

2009

2009

2009

2009


Ownershipinterest

Paid-upcapital

Costmethod

Impairment

Atcost-net

Dividendincome


Investmentinthe3-digitand2-digitonlinelotteriesproject

Loxley GTECH Technology Company Limited, an associate of the Company, has entered into an agreement with the Government Lottery Off ice (GLO) of Thailand on 29 July 2005 to service the lottery project. The terms stipulated in the agreement require that the lottery commence within 7 months after the agreement has been signed. Because of circumstances, however, the project could not begin as scheduled. On 28 May 2008, the associate received a letter from the GLO indicating that the project was to be launched by 16 September 2008. Later, on 18 August 2008, the associate was informed in writing by the GLO about the results of their examination of the lottery system and the lottery vending machines installation. According to the GLO’s letter, the associate was permitted to partially install the vending machine (6,761 machines) in preparation for the project commencement. On 7 November 2008, the associate sent the notice letter to the GLO requesting them to comply with the contract and manage to have the sales of lottery started. The associate also demanded compensation for losses arising from the investment outlay totaling over Baht 2 billion within 30 days. In the case the GLO neglected to take appropriate actions, the associate would take legal action against the GLO as deemed necessary. On 24 December 2008, the GLO replied to the associate’s letter requesting fairness regarding the commercial launch of 3-digit and 2-digit online lotteries. The GLO responded that they had passed a resolution agreeing to such project; and that their resolution had been furnished to the Ministry of Finance. In April 2009, the associate lodged another letter with the GLO demanding that the Government should comply with the contract. However, the Board of Directors of the GLO passed a resolution for the GLO to conduct further study over legal and social impacts concerns. A public poll commissioned later on revealed that more than 50 per cent of the respondents supported the lottery launch. In August 2009, the Council of State replied to the queries of the GLO in respect of the sale of the 3-digit and 2-digit online lotteries that the GLO could be done under the Government Lottery Off ice Act, B.E.2517. And the Company received a letter from the GLO dated 14 December 2009 notifying that its Board of Directors (“the Board”) had passed a resolution on 4 December 2009 agreeing in principle to the sales of 3-digit and 2-digit online lotteries. The Board then requested that the project preparation be completed within 90 days for commercial launch, and reported to the Board for further Cabinet notification.

In January 2010, the Prime Minister appointed a panel to study and examine the facts and legal concerns over the sales of 3-digit and 2-digit online lotteries so as to determine options of and alternatives to the sales of online lotteries within 30 days. As a consequence, the Board issued a letter dated 15 January 2010 to the associate stating that the Board had resolved on 5 January 2010 to delay the commercial launch preparation in accordance with the Board’s previous resolution on 4 December 2009 until the Prime Minister’s appointed panel could f inalise its decision for the Board’s consideration. On 30 March 2010, the associate submitted a letter to the GLO requesting that they honor the agreement, and pay for the damages arising from non-compliance. The associate demanded that the GLO urgently comply with the contract, and launch the sales of lotteries. The associate also called for payment for damages incurred due to the operational delay and breach of agreement until the GLO honor the agreement. The demanded payment together with interest must be paid to the associate within 30 days after the GLO received the letter. The associate would, otherwise, take legal action and other measures deemed necessary to protect and enforce its rights. Consequently, on 9 June 2010, the associate was informed in writing by the GLO that GLO, as a government agency operating under the GLO Act, B.E. 2517, must strictly abide by the cabinet resolution and the prime minister’s direction. GLO is aware of the business consequence that the associate has sustained, and has already furnished all relevant facts to those having authorities under the GLO Act for consideration. Once the conclusion is obtained, the associate shall be accordingly informed. GLO strongly hopes that the issue will be resolved in the near future. However, the associate will be able to recover all amounts due under the agreement with the GLO as it proposes to take legal action in consultation with its legal advisors to make GLO honor the agreement and to recover all expenses


In the consolidated f inancial statements, the Group complies with TAS 28 “Investments in Associates” which states that the Company normally must record share of loss of an associate equals to its interest in the associate. The interest in an associate is the carrying amount of the investment in the associate under the equity method together with any long-term interests that, in substance, form part of the investor’s net investment in the associate, such as a settlement of loan that is neither planned nor likely to occur in the foreseeable future. The Company’s additional share of loss recognised under the equity method is treated as deductions to the components of the interests in the associate. The Company only recognises additional share of loss as liability only when the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

Balance

31 December 2009

Addition

At 31 December 2010

Allowance for doubtful accounts

At 31 December 2009

Addition

At 31 December 2010

Net book value

At 31 December 2009

At 31 December 2010

105

-

105

105

-

105

-

-

119

24

143

119

24

143

-

-

385

15

400

30

370

400

355

-

609

39

648

254

394

648

355

-

TotalSeparatefinancialstatements

InvestmentTradereceivable

(note5)Short-termloans

(note5)

(inmillionBaht)

incurred plus related damages due under the terms of the agreement. However, as at 31 December 2010, the associate did not receive any further correspondence from the GLO regarding the project progress, and accordingly could not determine the date of debut sales of lottery. Furthermore, loss of the associate’s f inancial positions have been increasing and operating costs have been rising over the initial budgets, in addition, the length of the litigation process may take a long time. The Company cannot be reliably estimating the effect and the amount of time required to recover its investment in the associate.

In respect of the above, the Company recorded full impairment loss on all remaining balances in respects of such project in the separate f inancial statements for the year ended 31 December 2010 as required by TAS 36 “Impairment of Assets.” The standard provided that when the recoverable amount of an investment is less than its carrying value, the Company must record impairment loss on such investment directly in the prof it or loss by reducing the investment cost to its recoverable amount. The details are as follows:


Balance

At 31 December 2009

Addition

At 30 December 2010

Equity loss

At 31 December 2009

Addition

At 31 December 2010

Allowance for doubtful accounts

At 31 December 2009

Addition

At 31 December 2010

Net book value

At 31 December 2009

At 31 December 2010

105

-

105

105

-

105

-

-

-

-

-

119

24

143

119

24

143

-

-

-

-

-

385

15

400

30

27

57

-

343

343

355

-

609

39

648

254

51

305

-

343

343

355

-

TotalConsolidatefinancialstatements

InvestmentTradereceivable

(note5)Short-termloans

(note5)

(inmillionBaht)

As at 31 December 2008, the Group was contingently liable as a joint-guarantor with the other two shareholders of the associate for the associate’s Baht 1,188 million long-term bank loan. Based on the shareholders agreement, the guarantee liability is divided among the shareholders in proportion to the amounts of payments of goods and services each shareholder received from such associate. As at 31 December 2008, the Group’s guarantee liability accounted for 18% or Baht 213.8 million of the totals. As at the same year ended, the Group recorded its share of loss over its interest in the associate in the amount of Baht 140 million and presented as other current liabilities in the consolidated balance sheet. During 2009, the associate repaid its outstanding bank loan in full, freeing it from respective guarantee liabilities. For the year ended 31 December 2010, the Group recorded additional share of loss over its interest in the associate on the consolidated f inancial statements, representing 35% interest in the associate. Such share of loss over its interest in the associate is presented as deductions to the trade receivable and short-term loans to the associate. In addition, the Group recorded additional allowance for short-term loans to the associate. The details are as follows:


14.Otherlong-terminvestments

Available-for-sale securities

At 1 January

Disposal/decrease

Valuation adjustment

At 31 December

General investments

At 1 January

Acquisitions/increase

Impairment losses

At 31 December

Total

173

(5)

66

234

79

-

(7)

72

306

245

(118)

46

173

72

7

-

79

252

173

(5)

66

234

22

-

(7)

15

249

222

(108)

59

173

22

-

-

22

195

20092010 20092010

(inmillionBaht)

Movements during the years ended 31 December 2010 and 2009 of other long-term investments were as follows:

Consolidatedfiffiinancialstatements Separateffiinancialstatements


Othe

r long

-term

inve

stm

ents a

s at 3

1 De

cem

ber 20

10 a

nd 2

009, a

nd d

ivide

nd in

com

e fro

m tho

se in

vestm

ents for

the

yea

rs the

n en

ded

wer

e as

follows:


Ownershipinterest

(%)

(inm

illionBaht)

Paid-upcapital

Costmethod

Impairment

Unrealisedgain

from

fairvalue

changes

Fairvalue

(Marketpriceof

listedsecurities)/

Atcost-net

Dividendincome

5 15 7 -

234 -

234 20 35

- 2 15 72 306

- - -

(141

) -

(7)

(11) (3)

(162

)

(162

)

590

700

300 40

- - -

(141

) - -

(11)

(10)

(162

)

(162

)

590

700

300 -

8 - 8 - 6 - -

11 17 25

5 15 7 18

168 5

173 20 35

- 2 22 79 252

132 -

132 - - - - - -

132

36 5 41 161 35 7 13 25

241

282

198 -

198 - - - - - -

198

36

-

36 161 35

-

13 25

234

270

- 2 2 - 3 -

22

-

25 27

Ava

ilabl

e-fo

r-sa

le s

ecur

ities

- a

t fa

ir va

lue

Oth

er r

elat

ed p

artie

s

Mua

ngth

ai Insu

ranc

e Pu

blic

Com

pany

Lim

ited

Oth

er p

artie

s

Gen

eral

inve

stm

ents

- a

t co

st

Oth

er r

elat

ed p

artie

s

Loxle

y Pa

cif ic

Com

pany

Lim

ited

Than

akor

n Ve

getable

Oil

Prod

uct C

o., L

td.

L-Di

rect C

o., L

td.

Othe

rs

Oth

er p

artie

s

Tota

l

2010

2010

2010

2010

2010

2010

2010

2009

2009

2009

2009

2009

2009

2009


Separatefifinancialstatements

5 18

234 -

234 - -

15 15 249

- - - (7) -

(3)

(10)

(10)

590 40

- - - - -

(10)

(10)

(10)

590 40

8 - 8 - -

12 12 20

5 18

168 5

173 - -

22 22 195

132 -

132 - - - -

132

36 5 41 7 -

25 32 73

198 -

198 - - - -

198

36

-

36

- -

25 25 61

- - - -

18

-

18 18

Ava

ilabl

e-fo

r-sa

le s

ecur

ities

- at

fai

r va

lue

Oth

er r

elat

ed p

artie

s

Mua

ngth

ai Insu

ranc

e Pu

blic

Com

pany

Lim

ited

Oth

er p

artie

s

Gen

eral

inve

stm

ents

- a

t co

st

Oth

er r

elat

ed p

arty

L-Di

rect C

o., L

td.

Othe

r

Oth

er p

artie

s

Tota

l

Ownershipinterest

(%)

(inm

illionBaht)

Paid-upcapital

Costmethod

Impairment

Unrealisedgain

from

fairvalue

changes

Fairvalue

(Marketpriceof

listedsecurities)/

Atcost-net

Dividendincome

2010

2010

2010

2010

2010

2010

2010

2009

2009

2009

2009

2009

2009

2009


15.Property,plantandequipment

* Ap

prais

ed la

nd a

s at 3

1 De

cem

ber 20

10 for

the

Gro

up a

mou

nted

to

Baht

364

milli

on (2

009: B

aht 26

9 m

illion

), ba

sed

on the

info

rmation

prov

ided

by

an in

depe

nden

t ap

prais

er a

nd

the

Depa

rtmen

t of

Lan

ds in

201

0.


Land

Buildingsand

improvem

ents

Furniture,ffiixtures

andoffice

equipm

ent

Toolsand

equipm

ent

Equipm

entheld

forlease

Transportation

equipm

ent

Construction

inprogress

Total

(inm

illionBaht)

368 - - -

368 95

-

(1) -

462

2,10

6

116

(117

)

(1)

2,10

4

194

(63)

(12) -

2,22

3

151 15 (22) 39

183 27 (7)

(10) 8

201

6 48 (1)

(52) 1 28

-

(1)

(9)

19

442 21 (67) (9)

387 19 (42) - -

364

947 12 (8)

33

984 11 (2) - 1

994

72 14 (8) -

78 14 (12) - -

80

120 6

(11)

(12)

103 - - - -

103

Cost

/ re

valu

atio

n*

At 1

Jan

uary 2

009

Addit

ions

Disp

osals

/writ

ten-of

f

Tran

sfer

s in

(out

)

At 31

Dec

embe

r 20

09

an

d 1

Janu

ary

2010

Addit

ions

Disp

osals

/writ

ten-of

f

Decrea

se fr

om

de

cons

olida

tion

of s

ubsid

iaries

Trans

fers in

(out

)

At 31

Dec

embe

r 20

10


* Th

e as

sets h

eld

for leas

e are

oper

ating

equipm

ent su

bjec

t to

sale

and

leas

ebac

k ag

reem

ents.

The

cost o

f fu

lly d

epre

ciate

d pr

oper

ty, p

lant an

d eq

uipm

ent th

at w

as s

till i

n us

e as

at 31

Dec

embe

r 20

10 for

the

Gro

up a

mou

nted

to

Baht

561

milli

on (2

009: B

aht 57

2 m

illion

).


- - - - - - - - -

368

462

1,16

7

126

(100

)

(1)

1,19

2

117

(55) (6)

1,24

8

912

975

122 21 (21) 11

133 19 (6)

(6)

140 50 61

- - - - - - - - - 1 19

355 29 (62) -

322 26 (40) -

308 65 56

567 42 (4) -

605 44

- -

649

379

345

44 9 (3) -

50 11 (8) -

53 28 27

79 25 (10)

(12) 82 17 (1) -

98 21* 5*

Acc

umul

ated

dep

reci

atio

n

At 1

Jan

uary 2

009

Depr

eciat

ion c

harg

e fo

r the

yea

r

Disp

osals

/writ

ten-of

f

Tran

sfer

in (o

ut)

At 31

Dec

embe

r 20

09 a

nd

1

Jan

uary

201

0

Depr

eciat

ion c

harg

e fo

r the

yea

r

Disp

osals

/writ

ten-of

f

Decrea

se fr

om d

econ

solid

ation

o

f sub

sidiar

ies

At 31

Dec

embe

r 20

10

Net

boo

k va

lue

At 31

Dec

embe

r 20

09

At 31

Dec

embe

r 20

10

Land

Buildingsand

improvem

ents


andoffice

equipm

ent

Toolsand

equipm

ent

Equipm

entheld

forlease

Transportation

equipm

ent

Construction

inprogress

Total

(inm

illionBaht)


* Ap

prais

ed la

nd a

s at 3

1 De

cem

ber 20

10 for

the

Com

pany

am

ount

ed to

Baht

275

milli

on (2

009: B

aht 18

9 m

illion

), ba

sed

on the

info

rmation

prov

ided

by

an in

depe

nden

t ap

prais

er

and

the

Depa

rtmen

t of

Lan

ds in

201

0.


258 - - -

258 86

-

344

979 25 (45) -

959

106

(17)

1,04

8

54 3 (8) 8 57 2 (1)

58

- 8 -

(8) - 3 - 3

221 5

(29) 12

209 8

(11)

206

412 3 (2) -

413 3 (1)

415

22 6 (6) -

22 4 (4)

22

12

- -

(12) - - - -

Cost

/ re

valu

atio

n *

At 1

Jan

uary 2

009

Addit

ions

Disp

osals

/writ

ten-of

f

Tran

sfer

s in

(out

)

At 31

Dec

embe

r 20

09

an

d 1

Janu

ary

2010

Addit

ions

Disp

osals

/writ

ten-of

f

At 31

Dec

embe

r 20

10

Land

Buildingsand

improvem

ents


andoffice

equipm

ent

Toolsand

equipm

ent

Equipm

entheld

forlease

Transportation

equipm

ent

Construction

inprogress

Total

(inm

illionBaht)


* Ap

prais

ed la

nd a

s at 3

1 De

cem

ber 20

10 for

the

Com

pany

am

ount

ed to

Baht

275

milli

on (2

009: B

aht 18

9 m

illion

), ba

sed

on the

info

rmation

prov

ided

by

an in

depe

nden

t ap

prais

er

and

the

Depa

rtmen

t of

Lan

ds in

201

0.

Separatefifinancialstatements

- - - - - - - -

258

344

545 40 (37) -

548 36 (13)

571

411

477

47 6 (7) -

46 5 (1)

50 11 8

- - - - - - - - - 3

177 16 (26) 12

179 13 (11)

181 30 25

296 15 (2) -

309 15 -

324

104 91

13 3 (2) -

14 3 (1)

16 8 6

12

- -

(12) - - - - - -

Acc

umul

ated

dep

reci

atio

n

At 1

Jan

uary 2

009

Depr

eciat

ion c

harg

e fo

r the

yea

r

Disp

osals

/writ

ten-of

f

Tran

sfer

s in

(out

)

At 31

Dec

embe

r 20

09

and

1 J

anua

ry 2

010

Depr

eciat

ion c

harg

e fo

r the

yea

r

Disp

osals

/writ

ten-of

f

At 31

Dec

embe

r 20

10

Net

boo

k va

lue

At 31

Dec

embe

r 20

09

At 31

Dec

embe

r 20

10

Land

Buildingsand

improvem

ents


andoffice

equipm

ent

Toolsand

equipm

ent

Equipm

entheld

forlease

Transportation

equipm

ent

Construction

inprogress

Total

(inm

illionBaht)


The cost of fully depreciated property, plant and equipment that was still in use as at 31 December 2010 for the Company amounted to Baht 358 million (2009: Baht 357 million).During the year ended 31 December 2010, The Company and a subsidiary reappraised its land. Based on the information provided by an independent appraiser, the appraised value increased amounting to Baht 95 million and Baht 86 million for the consolidated and separate f inancial statements, respectively. The Group/Company recorded the appraised value incremental including in “Unrealised gain on revaluation differences on land” which is shown under “Equity” in the consolidated and separate of fif inancial statements for the year ended 31 December 2010 in amounting to Baht 64 million and Baht 60 million (net of deferred tax liabilities), respectively.

16.Intangibleassets

17.Othernon-currentassets

Cost

At 1 January 2009

Additions

Disposals/written-off

At 31 December 2009

and 1 January 201

Additions

Disposals/written-of

At 31 December 2010

Accumulated amortisation

At 1 January 2009

Amortisation charge for the year

At 31 December 2009

and 1 January 2010

Amortisation charge for the year

At 31 December 2010

Net book value

At 31 December 2009

At 31 December 2010

Withholding taxes deducted at sources

Deposits

Fixed deposits pledged as collateral

Prepaid land rental

Others

Total

57

5

(1)

61

9

(1)

69

23

5

28

6

34

33

35

91

34

27

19

13

184

58

-

-

58

-

-

58

58

-

58

-

58

-

-

85

23

29

-

9

146

115

5

(1)

119

9

(1)

127

81

5

86

6

92

33

35

34

19

-

-

5

58

38

1

(1)

38

8

(1)

45

10

4

14

4

18

24

27

37

19

-

-

6

62

SoftwareLicense

2009

Separatefififfiifinancialstatements

Separateffiifinancialstatements


Consolidatedffiifinancialstatements

SoftwareLicense

2010

Goodwill

2009

Total

2010

(inmillionBaht)

(inmillionBaht)


18.Interest-bearingliabilities

Current

Bank overdrafts

unsecured

Short-term loans from ffiinancial institutions

secured

unsecured

Liabilities under trust receipts

secured

Bank overdrafts and short-term loans

from f inancial institutions

Current portion of long-term loans

from f inancial institutions

secured

unsecured

Current portion of f inancial lease liabilities

secured

Current portion of long-term liabilities

Short-term loans from related parties

unsecured

Non-current

Long-term loans from f inancial institutions

secured

unsecured

Finance lease liabilities

secured

Total

6

87

624

400

1,117

11

806

18

835

1

1,953

134

168

22

324

2,277

18

90

656

458

1,222

27

156

33

216

2

1,440

104

974

16

1,094

2,534

-

-

190

374

564

-

806

8

814

-

1,378

-

168

5

173

1,551

1

-

371

453

825

-

156

10

166

-

991

-

974

6

980

1,971

Bankoverdraftsandshort-termloansfromfinancialinstitutionsandrelatedparties

As at 31 December 2010, the above loans bear interest at the f loating rates ranging from 2.50% - 8.50% p.a. (2009: 2.40% - 11.50% p.a.).Under the terms of trust receipts, the Group/Company imported merchandise in trust for the banks. The Group/Company was obligated to maintain the goods or the proceeds from their sale and to hold them ready for repossession by the bank.

2009

SeparateffiifinancialstatementsConsolidatedffiifinancialstatements

2010 2009 2010

(inmillionBaht)Note

5


Long-termliabilities

(a) The above long-term loans bear interest at the rates ranging from 4.13% to 5.88% per annum and MLR to MLR-1.75% per annum; and are repayable in installments up to December 2014. (b) The Group/Company entered into f inancial lease agreements for machinery and equipment which are repayable in amounts as specif ied in the agreements up to July 2012.

The Group/Company is subject to certain terms of the long-term loans, including the maintenance of certain f inancial ratios.The periods to maturity of interest-bearing liabilities, excluding f inance lease liabilities, as at 31 December 2010 and 2009 were as follows:

Secured interest-bearing liabilities as at 31 December 2010 and 2009 were secured on the following assets:

* A subsidiary has transferred to a bank as collateral under the security service project the right of collection of trade accounts receivable from such project, and the title to a f ixed deposit account pledged under the same project.

Financeleaseliabilities

Finance lease liabilities as at 31 December were payable as follows:

Within one year

After one year but within f ive years

Total

Land and buildings

Trade accounts receivable and deposits

pledged as collateral*

Total

Within one year

After one year but within

ffiifive years

Total

1,935

302

2,237

330

87

417

18

22

40

20

23

43

3

1

4

2

1

3

33

16

49

36

17

53

1,407

1,078

2,485

341

90

431

1,370

168

1,538

-

-

-

981

974

1,955

-

-

-

2009

2009

Principal Payments

2010

2010

Principal

2010 2009

2009

2009

Interest

2010

2010

Payments Interest

(inmillionBaht)

(inmillionBaht)

(inmillionBaht)







Within one year

After one year but within

ffiifive years

Total

8

5

13

9

5

14

1

1

2

1

-

1

10

6

16

11

7

18

Interest-bearing liabilities of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht.

The currency denomination of trade and other accounts payable as at 31 December were as follows:

19.Tradeandotheraccountspayable

20.Othercurrentliabilities

Related parties

Other parties

Total

Thai Baht (THB)


Euro (EUR)

Swiss Franc (CHF)


Great Britain Pounds (GBP)

Total

Accrued cost and warranty cost

Accrued expenses

Others

Total

282

1,514

1,796

1,377

395

7

16

1

-

1,796

414

149

109

672

192

1,597

1,789

1,157

602

22

5

2

1

1,789

397

200

62

659

41

625

666

258

385

6

16

1

-

666

191

15

53

259

31

644

675

211

435

21

5

2

1

675

107

9

51

167

5




Separatefiffiinancialstatements



Note2010

2010

2010

2010

2010

2010

2009

2009

2009

(inmillionBaht)

(inmillionBaht)

(inmillionBaht)

2009

2009

2009

Principal PaymentsPrincipal

2010 2009

Interest Payments Interest

(inmillionBaht)



Independent actuaries carried out an evaluation of the Company’s obligations for employees’ long-term benef its using the Projected Unit Credit Cost Method. The Company has provided the provision for employees’ long-term benef its as follows:


(Revaluation surplus on land)

Present value of unfunded obligation

Current portion

Long-term portion

Total

Expense recognised in prof it or loss

Current service cost

Interest cost

Total

Principal actuarial assumptions

Discount rate (%)

Future salary increase (%)

Retirement age (year old)

109

15

282

297

31

12

43

4 - 4.5

3 - 5

60

70

7

254

261

28

10

38

4 - 4.5

3 - 5

60

82

11

194

205

17

8

25

4.5

5

60

56

7

180

187

16

7

23

4.5

5

60

21.DeferredtaxliabilitiesDeferred tax liabilities as at the years ended 31 December were as follows:

22.Provisionforemployees’long-termbenefits

Authorised

At 1 January

Ordinary shares

At 31 December

ordinary shares

2,000

2,000

1

1

2,000

2,000

2,000

2,000

2,000

2,000

Parvaluepershare(inBaht)

23.Sharecapital



2010



2009

2010

2010

Number

2010

2010

Number

2009

2009

Baht

(inmillionBaht)

(inmillionBaht)

(millionshares/millionBaht)

2009

2009

Baht


24.ReservesSharepremium

Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for dividend distribution.Legalreserve

Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net prof it, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.Currencytranslationdifferences

The currency translation differences account within equity comprises all foreign currency differences arising from the translation of the f inancial statements of foreign operations. Fairvaluechanges

The fair value changes account within equity comprises the cumulative net change in the fair value of available-for-sale f inancial assets until the investments are derecognised or impaired.Valuationchanges

The valuation changes account within equity cumulative net change in the valuation of land included in the fif inancial statements at valuation until such land is sold or otherwise disposed of.

25.SegmentinformationSegment information is presented in respect of the Group’s business segments. The primary format is based on the Group’s management and internal reporting structure.Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise gain on sales of investments, share of prof its from investments in jointly-controlled entity and associates accounted for using the equity method, dividend income and central expenses.

Businesssegments

The Group comprises the following main business segments:Technology Sales and service of information technology, infrastructure, telecommunications, consumer electronics, special project, lottery business and others.Trading Trading of chemicals, construction materials and consumer products.Service and others Engagement in international businesses, rendering of services, provision of f inance and administrative supports, and others.

Issued and paid up

At 1 January

Ordinary shares

At 31 December

ordinary shares

2,000

2,000

1

1

2,000

2,000

2,000

2,000

2,000

2,000

Parvaluepershare(inBaht)

2010 2009

NumberNumber Baht

(millionshares/millionBaht)

Baht


Businesssegm

entsresult

(in m

illion

Bah

t)

2010

2010

2010

2010

2010

Technology

Trading

Serviceandothers

Eliminations

Total

2009

2009

2009

2009

2009

5,34

7 35

(4,378

)

(981

)

(44)

(28)

2,51

3

(54)

4,52

3 57

(3,966

)

(571

)

(21) (8)

1,39

7

(16)

(162

)

(42)

132

185 - -

(53) -

748 55

(602

)

(127

)

(50) (6)

921

(47)

10,076 90 114

10,2

80

(8,493

)

(1,439

)

(157

)

(10,

089) 313

504

(117

)

387

(76)

311

5,24

2

4,90

8

10,1

50

5,84

5

(126

)

5,31

8 44

(4,340

)

(995

)

(49)

(62)

3,18

2

(62)

(337

)

(45)

294 92

- -

108 -

4,23

4 29

(3,759

)

(513

)

(32) -

1,24

7

(19)

686 59

(526

)

(116

)

(36)

(14)

866

(45)

Reve

nues

from

sale

of g

oods

and

rend

ering

of s

ervic

es

Othe

r inc

ome

Unall

ocated

reve

nue

Tota

l re

venu

e

Cost o

f sale

of g

oods

and

rend

ering

of s

ervic

es

Sellin

g an

d ad

mini

strativ

e ex

pens

es

Unall

ocated

exp

ense

s

Tota

l ex

pens

es

Share

of p

rof it

from

inve

stm

ents in

joint

ly-co

ntro

lled

entit

y

a

nd a

ssoc

iates

und

er e

quity

met

hod, n

et

Prof

it be

fore

f ina

nce

costs

and

inco

me

tax

expe

nse

Finan

ce c

ost

Prof

it (lo

ss) be

fore

inc

ome

tax

expe

nse

Inco

me

tax

expe

nse

Prof

it (lo

ss) fo

r th

e ye

ar

Segm

ent a

sset

s

Unall

ocated

ass

ets

Tota

l as

sets

Una

lloca

ted

liabi

litie

s

Depr

eciat

ion

10,281 102 30

10,4

13

(8,652

)

(1,587

)

(505

)

(10,

744) 357 26

(115

)

(89) (42)

(131

)

4,93

9

4,85

4

9,79

3

5,55

8

(117

)

The

Grou

p’s

majo

r ope

ratio

ns a

re in

Tha

iland

.


26.Feesandotherincome

27.Sellingexpenses

28.Administrativeexpenses

Dividend income

Gain on exchange rate

Management fee income

Interest income

Others

Total

Employee expenditure

Promotion expenses

Transportation

Travelling expenses

Others

Total

Employee expenditure

Provisions for doubtful accounts,

declining value in stock and investment

Off ice and equipment rental

Depreciation and amortisation expense

Professional fees

Entertainment

Travelling expense

Off ice overhead

Technical service expenses

Training expenses

Others

Total

25

31

29

7

35

127

357

160

63

49

52

681

402

87

88

69

58

57

23

15

14

3

81

897

27

-

29

13

48

117

339

180

53

21

30

623

426

17

83

68

55

46

45

24

12

12

25

813

436

29

27

3

54

549

249

34

26

17

23

349

179

130

48

36

8

51

14

8

10

-

65

549

218

-

27

9

50

304

235

21

21

14

19

310

150

163

51

37

6

35

39

8

-

-

58

547







2010

2010

2010

2010

2010

2010

2009

2009

2009

(inmillionBaht)

(inmillionBaht)

(inmillionBaht)

2009

2009

2009


Salaries, wages, overtimes and bonus

Welfare

Employees’ long-term benef its

Contribution to def ined benef its plans

Retirement and pension funds

Others

Total

Changes in work in progress and

fi ffiinished goods sold

Employee benefiffiits expense

Provisions for doubtful accounts, declining

value in stock and investment

Promotion expenses

Depreciation and amortisation expense

Transportation expenses

Off ice and equipment rental

Travelling expenses

Entertainment

Others

Total expenses

1,255

53

43

32

25

26

1,434

7,945

1,434

429

160

123

123

110

90

76

253

10,743

1,141

39

38

32

22

91

1,363

7,939

1,363

17

180

131

108

83

45

46

177

10,089

384

8

25

16

21

22

476

3,554

476

499

34

40

85

63

37

51

100

4,939

348

6

24

16

18

15

427

3,355

427

193

21

44

75

51

39

35

72

4,312

29.Employeebenefitexpenses

In 2005, the Company established a new contributory funded provident fund covering substantially all employees. This fund was registered with the Ministry of Finance under the Provident Fund Act B.E. 2530. Membership is voluntary upon attaining permanent status. Under the regulations of the fund, members are required to make monthly contributions to the fund at 5% of the members’ basic salaries and the Company is required to make monthly contributions to the fund at 5% of the members’ basic salaries. The Company will transfer its previous contributory funded provident fund to the new fund within 10 years according to the accounting period. The f irst transfer of the fund starts from 2005.

30.Expensesbynature





2010

2010

2010

2010

2009

2009

(inmillionBaht)

(inmillionBaht)

2009

2009


Prof it (loss) for the year attributable to equity holders

of the Company (statement of income)

Number of ordinary shares outstanding

Basic earnings (loss) per share (in Baht)

(139)

2,000

(0.07)

310

2,000

0.16

761

2,000

0.38

(63)

2,000

(0.03)

31.IncometaxexpenseThe current tax expense in the consolidated and separate statements of income is more than/less than the amount determined by applying the Thai corporation tax rate to the accounting prof it (loss) for the year principally because:

(a) the Group/Company unutilised tax losses brought forward from the previous year have been utilised during the year to set-off against the current year’s tax charge.

(b) the different treatment for accounting and taxation purposes of certain items of expense, in particular, provision for impairment loss of investments, provision for doubtful accounts and other provisions.

(c) losses suffered by certain subsidiaries of the Group/Company cannot be set-off against the prof its of other subsidiaries of the Group/Company for tax purposes.

32.Basicearnings(loss)pershareThe calculation of basic earnings (loss) per share for the year ended 31 December 2010 and 2009 were based on the prof it (loss) for the years attributable to equity holders of the Company and the number of ordinary shares outstanding during the years as follows:



20102010 2009

(inmillionshares/millionBaht)

2009


33.AdoptionofThaiAccountingStandard(TAS)19The Company has early adopted Thai Accounting Standard (TAS) 19 “Employee Benef its”, which is anticipated to become effective for annual f inancial periods beginning on or after 1 January 2011 for 2010 f inancial statements. The adoption of TAS 19 has been applied retrospectively and the 2009 f inancial statements, which are included for comparative purposes, have been restated accordingly as follows:

Unappropriated retained earnings (def icit)Balance before the adoption of TAS 19Increase in provision for employees’ long-term benef itsBalance after the adoption of TAS 19

Statement of incomeProf it (loss) for the year before adoption of TAS 19 Increase in provision for employees’ long-term benef itsProf it (loss) for the year after

adoption of TAS 19

Basic earnings per share decreased (Baht)

Loss per share increased (Baht)

799(280)519

(83)(48)

(131)

-

(0.02)

443(234)209

361(50)

311

(0.02)

-

(293)(187)(480)

786(25)

761

(0.01)

-

(254)(163)(417)

(39)(23)

(62)

-

(0.01)



20102010 2009

(inmillionBaht)

2009


34.Financialinstruments

Financialriskmanagementpolicies

The Group/Company is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group/Company does not hold or issue derivative f inancial instruments for speculative or trading purposes.Risk management is integral to the whole business of the Group/Company. The Group/Company has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group/Company’s risk management process to ensure that an appropriate balance between risk and control is achieved.

Capitalmanagement

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market conf idence and to sustain future development of the business. The Board monitors the return on capital, which the Group def ines as result from operating activities divided by total shareholders’ equity, excluding non-controlling interests and also monitors the level of dividends to ordinary shareholders.

Interestraterisk

Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s/Company’s operations and its cash f lows. The Group/Company manages interest rate risk by analyzing exposure on an ongoing basis and by using a mix of both f ixed interest rates and f loating interest rates, depending on the market circumstances.

Foreigncurrencyrisk

The Group/Company is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies. The Group/Company primarily utilises forward exchange contracts with maturities of less than one year to hedge such f inancial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period.


Creditrisk

Credit risk is the potential f inancial loss resulting from the failure of a customer or a counterparty to settle its f inancial and contractual obligations to the Group/Company as and when they fall due.Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the reporting date there were no signif icant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each f inancial asset in the balance sheet. However, due to the large number of parties comprising the Group’s/Company’s customer base, management does not anticipate material losses from its debt collection.

Liquidityrisk

The Group/Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to f inance the Group’s/Company’s operations and to mitigate the effects of f luctuations in cash f lows.

Determinationoffairvalues

A number of the Group’s/Company’s accounting policies and disclosures require the determination of fair value, for both f inancial and non-f inancial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specif ic to that asset or liability.


Cash and cash equivalent



Euros (EUR)



Swiss Franc (CHF)





Great Britain Pounds (GBP)


Gross balance sheet exposure

Currency forwards, net

Net exposure of assets (liabilities)

48

16

(395)

17

(7)

(16)

-

(1)

-

(338)

86

(252)

6

8

19

8

19

19

8

19

19

10

60

(602)

17

(22)

(5)

4

(2)

(1)

(541)

320

(221)

48

16

(385)

17

(6)

(16)

-

(1)

-

(327)

86

(241)

10

60

(435)

17

(21)

(5)

4

(2)

(1)

(373)

320

(53)

Note



20102010 2009

(inmillionBaht)

2009

At 31 December 2010 and 2009, the Group/Company were exposed to foreign currency risk in respect of f inancial assets and liabilities denominated in the following currencies:


The above short-term purchase and sale forward contracts will come to maturity within May 2011.

Other commitmentsUnnegotiated letters of credits for goods and supplies Purchase orders for goods and services accepted by suppliersPurchase forward contractsSale forward contractsBank guarantees (for projects performance and customers tender guarantees)Total

188

2,14712034

2,2574,746

141

2,298326

6

2,1494,920

59

1,42612034

1,8353,474

135

1,756326

6

1,6293,852

The Group/Company uses the following methods and assumptions in estimating the fair value of f inancial instruments:

- Cash and short-term investments The carrying amount approximates fair value because of the short period to maturity. - Accounts receivable and accounts payable - trade and others The carrying amount approximates fair value because of the short period to maturity. - Loans to and loans from related and other companies The carrying amount approximates fair value because most of these f inancial instruments bear interest at market

rates. - Investment in common shares The carrying amount of investment in common shares for which there are no available quoted market prices

approximates the fair value based on the underlying net asset base of the investment. The fair value of investments in available-for-sale equity securities is determined by reference to their quoted bid price at the reporting date.

- Bank overdrafts and short-term loans from f inancial institutions The carrying amount approximates fair value because of the short period to maturity of these f inancial instruments. - Long-term loan The carrying amount approximates fair value because most of these f inancial instruments bear interest at market

rates. - Short-term foreign currency forward contracts with maturity of shorter than 6 months Fair values of foreign currency forward contracts are measured at the market rates of forward contracts on the

balance sheet date. The fair values closely approximate the contract values because of short maturity of the contracts.

35.Commitmentswithnon-relatedparties



20102010 2009

(inmillionBaht)

2009


36.Contingentliabilitiesandcontingentassets

As at 31 December 2010:

(a) A subsidiary is subject to a litigation claim as it and three other parties were jointly sued by a customer claiming for wrongful act compensation over alleged violations. The claim for compensation amounted to Baht 37.47 million, of which Baht 27.50 million and Baht 9.97 million are attributable respectively to the principle and 7.5% interest from 30 June 2004 to 30 April 2009. The customer additionally claimed for 7.5% interest to be accrued on top of the principle from 1 May 2009 onwards. At present, the court has suspended consideration of the civil case and temporarily taken the case off its case f ield in order to await the result of the criminal case which is linking case. However, since the management of the Company and its subsidiary believe that the subsidiary has no liability in respect of the called compensation; no provision for such compensation has been set aside in the f inancial statements.

(b) The Company has invested in a 99% interest of a wholly owned subsidiary at the cost of Baht 330 million. The Company has already fully reserved an impairment loss on the investment. This subsidiary was a party to an agreement with the Government Lottery Off ice of Thailand (GLO) to distribute charitable lottery online. Under the agreement, the subsidiary was to supply and install online lottery equipment and comply with certain conditions and restrictions for a period of ten years, without cancellation right specif ied in the agreement. Furthermore, the subsidiary had the right to earn a service fee from the GLO for the distribution of the said lottery.

In November 1999, the agreement with the GLO was terminated as the GLO could not comply with certain conditions of the agreement. The subsidiary has fully recorded the losses from the project. Subsequently in December 2000, the arbitrator judged that the GLO should pay compensation of Baht 2,509 million to the subsidiary, including interest of 7.5% p.a. from 4 January 2000 until full payment is received. In July 2004, the Courts of First Instance judged in favour of the subsidiary.

After the Courts of First Instance rendered its verdict in 2004, the GLO filed an appeal with the Supreme Court in an

attempt to overturn such verdict. The subsidiary consequently filed an appeal with the Supreme Court to counter the GLO’s appeal.

In October 2009, the subsidiary submitted additional evidence to the Supreme Court. The GLO in response raised its objection to the subsidiary’s additional submission of evidence.

On 24 February 2010, the Supreme Court ruled to reverse the Courts of First Instance’s verdict, resulting in the case coming to f inal. Conclusion that the GLO should not pay compensation to the subsidiary as previously judged by the Arbitrator and the Courts of First Instance.

(c) Another subsidiary was brought into a lawsuit in 2009 claiming for compensation of Baht 10 million, by an insurance company of a contractor at Suvarnabhumi International Airport in conjunction with the loss of assets. As at 31 December 2010, the litigation proceeding was underway and results was yet to be determined. The management of the Company and its subsidiary believe, however, that the subsidiary is not liable to the compensation and that will be able to recover in full from its insurer any damages incurred from such litigation should the situation turn otherwise.


The management considers that the adoption of the above new and revised TFRS has no material impact on the consolidated and separate f inancial statements.

TFRS TopicYear

effective

37.ThaiFinancialReportingStandards(TFRS)notyetadopted

The Group/Company has not adopted the following new and revised TFRS that have been issued as of the reporting date but are not yet effective. The new and revised TFRS are anticipated to become effective for f inancial periods beginning on or after 1 January in the year indicated in the following table.

TAS 1 (revised 2009) Presentation of Financial Statements 2011TAS 2 (revised 2009) Inventories 2011TAS 7 (revised 2009) Statement of Cash Flows 2011TAS 8 (revised 2009) Accounting Policies, Changes in Accounting 2011 Estimates and ErrorsTAS 10 (revised 2009) Events after the Reporting Period 2011TAS 11 (revised 2009) Construction Contracts 2011TAS 12 Income tax 2013TAS 16 (revised 2009) Property, Plant and Equipment 2011TAS 17 (revised 2009) Leases 2011TAS 18 (revised 2009) Revenue 2011TAS 21 (revised 2009) The Effects of Changes in 2013 Foreign Exchange Rates TAS 23 (revised 2009) Borrowing Costs 2011TAS 24 (revised 2009) Related Party Disclosures 2011TAS 27 (revised 2009) Consolidated and Separate 2011 Financial Statements TAS 28 (revised 2009) Investments in Associates 2011TAS 31 (revised 2009) Interests in Joint Ventures 2011TAS 33 (revised 2009) Earnings per Share 2011TAS 34 (revised 2009) Interim Financial Reporting 2011TAS 36 (revised 2009) Impairment of Assets 2011TAS 37 (revised 2009) Provisions, Contingent Liabilities 2011 and Contingent Assets TAS 38 (revised 2009) Intangible Assets 2011TAS 40 (revised 2009) Investment Property 2011TFRS 3 (revised 2009) Business Combinations 2011TFRIC 15 Agreements for the Construction 2011 of Real Estate


2,476

915

-

-

(80)

(49)

7

122

-

2,396

866

7

122

38.Reclassificationofaccounts

Certain accounts in the 2009 f inancial statements have been reclassif ied to conform to the presentation in the 2010 f inancial statements as follows:

The reclassif ications have been made because, in the portion of management, the new reclassif ication is more appropriate to the Group/Company’s business.

Balance sheet

Current assets

Trade and other

accounts receivable

Unbilled trade

accounts receivable


Non-current assets


1,154

505

-

-

(80)

(49)

7

122

-

1,074

456

7

122

Beforereclass.

Beforereclass.

Reclass.Reclass.Afterreclass.

Afterreclass.

Consolidatedfiffiifinancialstatements

2009

Separatefiffiifinancialstatements

(inmillionBaht)


Auditor Remuneration

Other Parties

1. FinancialAuditFees

The Company and subsidiary companies paid annual f inancial audit fees to Audit f irm, individual, or related business to the auditor or audit f irm in the total amount of Baht 9,284,000.00 2. OtherNon-auditFee

Baht 115,200

-Registrar HeadOffice

Thailand Securities Depository Company Limited 4th and 7th Floor, 62 Thailand Securities Depository Building Ratchadapisek Road, Klong Toey Subdistrict, Klong Toey District, Bangkok 10110 Tel : +66 (0) 2229-2800 or Call Center +66 (0) 2229-2888 Fax : +66 (0) 2359-1259 BranchOffice

Capital Market Academy Building 2nd Floor, The Stock Exchange of Thailand 2/7 Moo 4 (North Park Project) Vibhavadi Rangsit Road, Tung Song Hong, Laksi, Bangkok 10210 Tel : +66 (0) 2596-9000 or +66 (0) 2596-9302-11 Fax : +66 (0) 2832-4994-6

-Auditor Mrs. Siripen Sukcharoenyingyong Certif ied auditor No. 3636 and/or Mr. Vichien Thamatrakul Certif ied auditor No. 3183 and/or Mr. Veerachai Ratanajaratkul Certif ied auditor No. 4323 and/or Mr. Charoen Poosamritlert Certif ied auditor No. 4068

KPMG Phoomchai Audit Limited 21st Floor, Empire Tower Building 195 South Sathorn, Yannawa Subdistrict Sathorn District, Bangkok 10120 Tel : +66 (0) 2677-2000 Fax : +66 (0) 2677-2222

-FinancialAdvisor -None-

-LegalAdvisor -None-

OFFICE LOCATIONSHead Off ice102 Na Ranong Road, Klong Toey, Bangkok 10110, ThailandTelephone : +66 (0) 2348-8000Facsimile : +66 (0) 2348-8001Homepage : www.loxley.co.th

Branch Off icesLoxley Bangkhen Building

2 Soi Phaholyothin 19, Chatuchak, Bangkok 10900, ThailandTelephone : +66 (0) 2515-8200

Loxley Suapah Building

304 Suapah Road, Pomprab Sattruphai, Bangkok 10100, Thailand

Siripinyo Building

475 11th Floor Siripinyo Building, Sri Ayudhaya Road,Thanonphrayathai, Ratchathewi, Bangkok 10400, ThailandTelephone : +66 (0) 2248-0270-71

Regional Off ice244/2 Wua Lai Road, Hai Ya Subdistrict, Muang Chiang MaiDistrict, Chiang Mai Province 50100, ThailandTelephone : +66 (0) 5328-3238

Warehouse83 Moo 5, Baanmai Subdistrict, Muang Pathumthani District,Pathumthani Province 12000, ThailandTelephone : +66 (0) 2963-7940-5

9/45 Moo 5, Phaholyothin Road, Klong Nueng Subdistrict, Klong Luang District, Pathumthani Province 12120, Thailand

1 Moo 9, Huaybong-Thalan Road, Baankrua Subdistrict, Baanmor District, Saraburi Province 18270, ThailandTelephone : +66 (0) 3628-8800

Loxley Public Company Limited102 Na Ranong Road, Klong Toey, Bangkok 10110, Thailand Phone +66 0-2348 8000 Fax +66 0-2348 8001www.loxley.co.th

Loxley Public 2010 EN.pdf · trend and opportunities in 2010-2011. 02 Mr. Pairote Lamsam, Chairman...

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