The Minutes of the 2014 Annual General Meeting of Shareholders

Transcription

Minutes of Annual General Meeting of Shareholders 2014
of
Italian-Thai Development Public Company Limited
April 30, 2014
at Watergate Ballroom 6th Floor, Amari Watergate Hotel
847 Petchburi Road, Ratchathewi, Bangkok
***************************************************************************
The Directors who participated in the Meeting are as follows:
1. Pol. Lt. Chatrachai Bunya-Ananta
2. Mr. Premchai Karnasuta
3. Mrs. Nijaporn Charanachitta
4. Mr. Pathai Chakornbundit
5. Dr. Krisorn Jittorntrum
6. Mr. Tawatchai Suthiprapha
3. Mr. William Lee Zentgraf
8. Mr. Yuthachai Charanachitta
The Director who was absent from the Meeting is as follows:
Mr. Peeti Karnasuta
The Management who participated in the Meeting are as follows:
1. Mr. Chatichai Chutima
Executive Vice President (Finance)
2. Mr. Woravudh Hiranyapaisansakul
Company Secretary
The Independent Auditor who participated in the Meeting is as follows:
Mr. Teerasak Chausrisakul, the certified auditor No. 6624 of Grant Thornton Limited
The Legal Consultant who participated in the Meeting is as follows:
Ms. Yaowarote Klinboon ofWeerawong, Chinnavat & Peangpanor Ltd.
Pol. Lt. Chatrachai Bunya-Ananta, Chairman of the Board of Directors and Chairman of
Audit Committee presided over the Meeting.
A total of 1,129 Shareholders and proxies, with a total of2,014,395,364 shares or equaling to
41.44 % of the total paid-up shares ofItalian-Thai Development Public Company Limited,
attended the Meeting and thus constituted a quorum pursuant to the Articles of Association of
the Company.
During the Meeting, there were continuously additional shareholders who registered to attend
the Meeting.
Therefore, the total shareholders and proxies at the Meeting were 1,603 persons, with a total
of2,110,472,171 shares or equaling to 43.42 % of the total paid-up shares of the Company,
as follows:
- 985 shareholders attending the Meeting, representing 1,627,242,104 shares or
equaling to 33.48 % of the total paid-up shares.
- 618 proxies attending the Meeting, representing 483,23 0,067 shares equaling to
9.94% of the total paid-up shares.
The Meeting started at 2.00 p.m.
The Chainnan convened the Meeting and assigned Miss Praewphan Vatayanont to infonn the
shareholders regarding casting vote for each agenda that each shareholder or proxy holder has
a number of votes equal to the number of shares which the shareholder or proxy grantor
holds. Shareholders or proxy grantors who wish to cast votes of abstain or disapproval in
each agenda must raise their hands or cast their votes on the voting card received on
registration so that the staff can collect the ballots from them and count the votes. As the
Company would use the computer system, the votes of disapproval or abstentions will then
be deducted from the total number of votes cast by the Shareholders present at the Meeting
and being entitled to vote. The rest of the votes shall be treated as the votes of approval for
that agenda. In the case where any shareholder does not vote at all, it shall be deemed that
he/she agrees with that agenda. The resolution of the vote would be presented on the
projector screen.
The Agenda 1,3,4, 5,6, 8 and Agenda 9 required the resolution with a majority of the votes
of the total shares present in the Meeting and being entitled to vote. The Agenda 2 is for
acknowledgement; hence, there was no vote casting. The Agenda 7 required the resolution
with not less than two-thirds of the votes of the total shares present in the Meeting and being
entitled to vote. Agenda 10, 11 required the resolution with not less than three-fourths of the
votes of the total shares present in the Meeting and being entitled to vote. The Company
collected and displayed a summary of the resolutions voted on each agenda through the
projector screen.
The Chainnan began the Meeting with the following agenda:
Agenda 1:
To consider and certify the Minutes of the 2013 Annual General Meeting
of Shareholders.
The Chainnan proposed the Meeting for considering the Minutes of the 2013 Annual General
Meeting of Shareholders held on April 30, 2013 which its copy was sent to shareholders
together with the notice of the Meeting.
The Chainnan allowed the Meeting to make inquiries. However, no questions was raised, the
Chainnan then asked the Meeting to consider the proposed matter in this agenda.
After due consideration, the Meeting by the majority votes of the shares present at the
Meeting resolved that the Minutes of the 2013 Annual General Meeting of Shareholders held
on April 30,2013 be certified, the details were as follows:
.:.
.:.
.:.
Approved votes
Disapproved votes
Abstained votes
Agenda 2:
2,110,401,944 shares or equivalent to 100..00%
10,000 shares or equivalent to 0.00%
To consider and acknowledge the 2013 operating results of the Company.
The Chainnan assigned Mr. Premchai Kamasuta, President, to report on the overview of the
Company's perfonnance as at December 31, 2013. The total revenue presenting in the
consolidated financial statements was Baht 44,902 million. In the Separated Financial
Statements, the total revenue was Baht 29,579 million and the net profit was Baht 87.75
million. Compared to 2 large contractors listed companies in the Stock Exchange of Thailand,
2
the Company had 41 % of the market share and still remained the largest Company in the
Stock Exchange of Thailand.
The Company's backlog in 2013 mostly came from government sector which was 89,07%.
The domestic and overseas projects were 54.31 % and 45.69% respectively. Mr. Premchai
Kamasuta summarized the overview of projects as follows:
The completed construction project in 2013
.'
Value
(MB)
Project
Work Period
The National Highway Route NH-31C, Contract No.
WB1-EW2 West Bengal, India
1,429
2549
- 2556
The Undersea Electric Cable 115kY (Circuit No.3)
3,579
2554
-
2556
Watergate Pavillion
1,090
2553
- 2556
The Central Plaza, Sw-atthani Province
944
2554
-
889
2556
-
The Flood Recovery Project ofNavanakom Industrial
Estate
744
2554
-
The Installation of Steel Railway Project
447
2554
- 2556
The Construction of a Reinforced Concrete Water Gate
on the Ping River and Demolition of3 Local Rock
Dams, Saraphi and Muang District, Chiangmai
Province
438
2554
- 2556
The Solar Cell Power Plant in Kamphaeng Phet and
Ubon Ratchathani Province
305
2556
- 2556
The Renovation of the Flood Prevention System for
Wat Phananchoeng Worawiham, Pranakomsri
Ayutthaya Province
138
2555
- 2556
........................ _.......•..••
~.~
... ...........................
.........................
_.-.._....... .......
~
2556
..........................•••.••.__ ....... ........................ _.......
The Improvement of Railway Embankment,
Sub-Ballast Replacement, Ballast Placing and Tamping,
Embankment Widening and Concrete Slope Protection
from Don Muang to Tha Lo Station
2556
.........................
2556
([3
The ongoing overseas projects
Project
Value
(MB)
Work Period
The Hongsa Mine in Laos PDR
25,282
2555
2572
The 800-MW Kol Dam Hydropower Project in India
5,528
2546
2557
The Kolkata Metro Rail Project (UG-2), Construction
of Metro Station in India
4,214
2555
2559
The Delhi Metro Rail Project Contract CC-32 (UG3)
in India
4,004
2556
2559
The Delhi Metro CC-26R in India
2,943
2555
2558
Viaduct of Jaipur Metro Package No. C-2 in India
1,606
2553
2557
The Bangalore Metro Rail Project in India
1,492
2552
2557
* Exchange Rate: 1 Rupee = 0.5325 Baht
The ongoing domestic projects
Project
Value
(MB)
Work Period
The Mae Moh Phase 7, Lampang Province
21,833
2552
-
2563
The Construction of the Mass Transit System Project in
Bangkok (Red Line) (I) Contract 2 : Civil Works for
Bangsue - Rungsit
21,102
2556
-
2560
The MRT Extension Phase 1 - Blue Line (Hua Lamphong to
10,697
Sanam Chai)
2554
-
2559
The Track Rehabilitation Project (Phase 5), Northeast Line
2554
- 2557
2552
- 2557
2550
- 2557
............. , ........
- ...
The Center of Excellence Building of Thai Red Cross
Society, Chulalongkom Hospital
The Siriraj Center of Excellence in Biomedical Research
7,542
6,587
6,001
The Mae Moh Phase 7/1, Lampang Province
5,266
2554
- 2558
The Ramathibodi Toward Leading Medical School in Asia,
Bangpli, Samutprakam Province
4,794
2555
- 2559
The Chao Praya River Crossing Bridge at Nonthaburi I Road 3,896
2555
- 2557
The MRT Purple Line Project, Bang Yai to Bang Sue
Section, Contract 6 : Trackworks
3,335
2555
- 2558
The Railway Track Strengthening Phitsanulok-Chiangmai
2,853
2555
- 2557
The North Bangkok Combined Cycle Power Plant Phase 2
2,699
2556
- 2559
2556
- 2559
The Track Strengthening, Kh10ng Sip Kao Station to Kh10ng 2,624
Luek Bridge
..............
_.......
The Central Embassy, Ploenchit, Bangkok
1,998
2554
- 2557
The Construction of the Pumping Station and Water
Distribution System from Chanthaburi to Rayong Province
1.684
2553
- 2557
The RA#6 Gas Mixing Station
1,167
2556
- 2558
2557
- 2558
The SSP Photovo1taic Solar Power Project, Lopburi
Province
1,122
Upcoming Project
1. Projects which have been bid
Water Management System worth Baht 106,800 million
MODULE Al : Construction of suitable and sustainable reservoirs in the Ping,
Wang, Yom, Nan, Sakae Krang and Pasak River Basins
MODULE A2 : Land use, city planning including city and main economic area of
Chao Phraya River protection area
MODULE A4 : Improvements to main river routes and embankments along the
Yom, Nan and Chao Phraya River
MODULE B 1: Construction of suitable and sustainable reservoirs in 17 river basins
MODULE B3: Improvements to main river routes and embankments along 17 river
basins
Upcoming Project
2. Projects in the process of being bid
The Suvamabhumi airport phase 2
The mass transit master Plan in Bangkok for 4 lines
Five dual-track railway line projects
Motorway project: BangPa In-Korat
Value
(MB)
48,500
25,000
16,700
11,700
49,000
Value
(MB)
62,000
191,000
120,000
140,000
Value
(MB)
Upcoming Project
3. Projects which will be developed and concession projects
The Concession from the Government of Mozambique for the
Construction of the deep sea port and the railway linking Moatize
to Macuse
The Potash mining project in Udonthani Province
.
The Bauxite Slaco mining project, Laos PDR
Dawei project in Myanmar
120,000
( USD 4,000 million)
The Chairman gave the Meeting an opportunity to make inquiries.
Mr. Sornkid Wongpakom, Shareholder, expressed his opinion that the Company had a
backlog of Baht 48,000 million but the profit was less than 1% in the year before, he queried
then whether the Company would be profitable and could pay dividends or not, since he had
acknowledged the Company's various projects in the future.
Mr. Chatichai Chutima, Senior Executive Vice President (Finance), informed that he would
reply to the inquiry in the agenda 3.
A Shareholder asked about Hongsa Mining Project what percent of revenue we could
acknowledge at this moment, and what percent of revenue was left to come.
Mr. Premchai Kamasuta clarified that the Company had been prepaid in the amount of Baht
100 million to use for preparation, machines and equipment. The operations would actually
start in February 2015, and generate a lot of income.
A Shareholder questioned when the Company's loss would be expectedly wiped out.
Mr. Chatichai Chutima explained that the Company had bid for the Water Management
Project which worth Baht 50,000 million from the Government, and had been waiting for the
political chaos to end so that the Company might be able to retum to profitability faster. He
added that the Company had the profit in the amount of Baht 907 million, according to
consolidated financial statement, and would attempt to increase profitability for paying
dividends to Shareholders. However, there were some factors that cannot be controlled for
projects from govemement sector.
Mr. Somkid Wongpakom, Shareholder, expressed that the Company had the greatest market
share and 50 subsidiaries leading to various expenses and was not making a profit. He said
that he would like to see the progress of the Company as well as was in the past.
Mr. Premchai Kamasuta explained that the Company had the intention to conduct the
business leading to long-term profit such as the Mozambique Project and the Potash Mining
Project for which the Company would receive the revenue in the near future.
A Shareholder asked about the Water Management Project whether the Company had to take
any responsibilities in case of inundation. He also asked about the transfer of Dawei Project
to the Government, whether it was worth the investment.
Mr. Premchai Karnasuta clarified that the Company had involved in the Dawei Project since
1984. As it was a big proj ect, finding source of investment fund became difficult leading to
assistance from the Government. For the Company's earlier investment, the Government had
hired the law firm named "Ernst & Young" to examine the total investment of the Company
for which it would be fully compensated, and the Company was able to bid again in the
project. The Company would bid for the industrial estate as the initial phase in the midyear of
2014. He added that the Company had not wasted its time for the earlier investment;
conversely, the Company was in an advantageous position as the previous investor who was
familiar with the project. The Company believed it would earn profit in case of a winning bid.
Regarding the Water Management Project, as a turnkey project, the Company was
responsible for river ways and on time delivery due to unlimited delay fine. The Company
had thoroughly studied the project and had chosen the only possible project offered packages
offering as mentioned-previously.
A shareholder questioned regarding the Potash Mining Project whether it would cause any
risks as the Company had planned to sell. He thought that the Company had expertise in
construction work and the profit could be generated from the operation.
Mr. Premchai Karnasuta explained that this was a major project and the Company had hired a
consultant to perform the research and design. For the construction techniques, the Company
had no problem as its engineers were capable for the project management. With the training
and existing technology, the Company believed in capability for this project. Even though the
project required investment almost USD 1 billion, the Company would not thrust on any
burden to Shareholders. Thus, the Company would sell some investments and select a
financial advisor to perform IPO in Singapore or Hong Kong for the Potash Mining Project as
well as for other major projects such as the Mozambique Project, the Water Management
Project and other projects, for the source of investment funds.
Mr. Sathaporn Kotheeranurak, Shareholder, admired the Company for having various
overseas projects such as Mozambique, India and so on. He inquired how the Company
managed the risk of exchange rate. He also asked regarding Hongsa Mining Project located in
the opposite of Nan Province whether it would result in the pollution, and how the Company
dealt with informing the local people.
Mr. Premchai Karnasuta clarified that Hongsa Project was a 1,800 megawatt Power Plant
using lignite. He added that Hongsa lignite had a low sulfur content at 0.4-0.5% unlike Mae
Moh which had a higher sulfur content at 2-3%. He explained that the E1ectli.city Generating
Authority of Thailand had measures for controlling sulfur emissions. However, there were no
communities in the area, thus it would not cause any effect especially toward Thailand where
its distance was 70 kilometers from the border.
Regarding the DSEZ Project, the Government had hired Ernst and Young Global Limited in
order to examine the Company's earlier investment for compensation so that the Company
could use this amount in new investment.
The Initial Phase of the DSEZ Project was an industrial estate for which the bidding would
begin this midyear. The remaining 60,000 rai was the second phase which included all major
infrastructure projects such as ports, railways and power plants. The bidding would be
auctioned in the following year.
~7
Mr. Chatichai Chutima clarified regarding risk management of exchange rate for Mozambique
Project that the Project had natural hedge using the US Dollar for payment. The Project was coal
shipping project that all mining revenues were in US Dollar. He added that the Projects in India
were a long-tenn investment using the Rupee for payment. However, the exchange rates would
have an impact on the Company's capital transfer.
Mr. Somboon Uamareewong, Shareholder, raised questions as follows:
1. According to the proportion of income from government and private sector both in country and
foreign country, which sector gained much income than another. ~oreover, in reference to the
Annual Report 2012 indicated government portion was at 66% but this year the report indicated
89%. How is it different? Where is the number from? Which does the Company tend to select
between the government and private sector?
2. Regarding the DSEZ Project that the Company would be refunded 100% according to the
infonnation in the report, he would like to know that this amount was only for the construction cost
or including total finance cost and margin.
3. Has the Company received Mining License regarding the Potash Mining Project?
4. About the Mozambique Project which the major risk is the politic of Africa, how does it affect
the plans if any changes happen, and when will the Project begin?
Mr. Chatichai Chutima clarified that the first question about profit and the income received from
domestic and overseas projects could be considered from Note 44. He added that the number that
Mr. Premchai Kamasuta mentioned in agenda 2 was the number of the Backlog which was the
number the shareholder was asking for. How 80% of Backlog becomes the revenue at 60% would
be reported in the following agenda.
For the DSEZ Project, the Company had hired Emst and Young Global Limited to examine the cost
comprising of direct cost and financial cost. The examination was on process. Regarding the Potash
Mining Project, the potash mining pennit application from the Government was on progress. The
Project recently passed ErA* and ONEP**, thus the Mining License was expected to be received
this year.
For the Mozambique Project, the Company had tried to cover the risk by the concession where the
Company would join with the Government of Mozambique to prevent and reduce the most
vulnerable risks. Moreover, the major client was from the private sector and who was the mine
owner and the concessionaire was from world class companies with high potential such as Rio
Tinto, Vale. The Proj ect would start operation in 2019.
Mr. Premchai Kamasuta stated that the Mining License of Potash Mining Project was expected to
be received by this year. He added that the Mozambique Project was ajoint venture with the
Government to reduce risk.
Mr. Rittichai Yipcharoenpom, Shareholder, asked for the details regarding the construction of
Mozambique Project and the amount of income for each year.
Mr. Premchai Kamasuta explained that the current design was in progress. The Company had
conducted the marketing and a take or pay contract with the client (Mine owner), and hadRemark:
* EIA
=
Environmental Impact Assessment,
** ONEP
=
Office of Natural Resources Environmental Policy Planning
~8
been finding sources of funds for the Project. The EIA, EHIA might take about a year and a
half. The railway and the deep sea port was expected to be completed by early 2019 (around
3 years) resulting in the Company's revenue during construction. For the amount of coal, it
depended on the final design that the Company selected and he could not provide the exact
answer at this moment but it might be about 4-5 months.
No questions were raised.
The Chairman asked the Meeting to consider the proposed matter in this agenda.
After due consideration, the resolution of overall operation of the Company in 2013 had been
acknowledged.
Agenda 3: To consider and approve the Company's Statement of Financial Position
and Statement of Comprehensive Income for the year ended December 31, 2013.
The Chairman assigned Mr. Chatichai Chutima to inform the Company's Statement of
Financial Position and Statement of Comprehensive Income for the year ended December 31,
2013 which had been considered by the Audit Committees and affirmed by the Certified
Public Accountant of the Company.
Mr. Chatichai Chutima clarified that the Company had a total revenue of Baht 44,902 million
in 2013, decreased by 4.4% due to delays in contract signing ceremonies. However, the
Company was still the construction company with the highest total revenues compared to
other listed construction companies on the Stock Exchange of Thailand. The major income of
the Company came from construction, sales and services totaling Baht 43,913 million of
which 60.65% from govemment sector. The domestic income was 75.83% and the major
oversea income was from India for 23.34%.
In 2013, the Company had a gross profit in the amount of Baht 4,655 million, decreased by
9.19% from the year before with the gross profit of 10.60% decreased compared to the year
2012 with a gross profit of 11.07%. However, the Company had EBITDA in the amount of
Baht 5,510 million in 2013 increased from the year before in the percentage of 25.46%
mainly due to the repayment from projects that used to set up allowance for doubtful
accounts.
The Company's netprofit of Shareholder's equity for the year 2013 was Baht 907 million
increased from the year before in the percentage of 575.67%.
For the financial statement of the Company as at December 31, 2013, the Company had total
assets amounting to Baht 65,151 million increased from the year before in the percentage of
10.46%, had total liabilities of Baht 52,767 million increased from the year before in the
percentage of 6.47%, and had Shareholder's equity amounting to Baht 12,383 million
increased from the year before in the percentage of 31.45%.
The Chairman allowed the Meeting to make inquiries.
Mr. Rittichai Yipcharoenpom, Shareholder, asked how the Company selected the projects
with private ownership to prevent bad debt occurring, and what was the gross profit for each
category of project and why the Company did not sort high profit projects from the overall
projects.
9
Mr. Chatichai Chutima explained regarding the selection criteria of private company that the
Company would investigate whether those projects had support from any banks to ensure that the
construction cost would be funded, at the same time the Company would borrow money from the
bank itself to be used as working capital for the project and avoid the risks in other ways. However,
the Company had not had any problems from the private sector's projects.
Mr. Premchai clarified regarding gross profit that building projects were high competitive and
mainly came from the private sector resulting in negotiations. However, the Company would
conduct the building projects as backup projects. For the projects from the government sector like
roads and bridges which brought a good margin but could not be bid with high prices, the Company
had more expertise than building projects. Power plants and expressways were good projects
enabling the Company to make a profitability. The industrial plant projects had a low risk and
margin. Pipeline projects had low competition. However, development projects would be likely
profitable than traditional construction.
A Shareholder queried about the administration cost for the year 2013 decreased from the year 2012
due to a reversal of the allowance for doubtful accounts which parts it was from, and whether it had
a positive return in 2014.
Mr. Chatichai Chutima clarified that the reversal of the allowance for doubtful accounts was the
Palm Laguna project with Baht 140 million compensation. He added that there were several
projects of the Company under litigation. However, the decision was dependent on arbitration.
Mr. Thanawut Saengkasanee, Shareholder, asked about the statement of comprehensive income
where the Company had reversed Baht 160 million and had loss of assets in the amount of Baht 55
million. He would like to know what kind the assets were involved and whether they would be
reserved as income in the future.
Mr. Chatchai Chutima explained that it was the impairment of machinery in Indonesia amounting
to Baht 55 million.
Mr. Sathaporn Kotheeranurak, Shareholder, said that the Auditor gave the opinion with condition as
follows: 1. Oversea financial statement had not been audited from the Auditor; 2. The number
showing the impact on the Company's operating result including any liabilities would be occurred
regarding work delivery to state enterprises; 3. The subsidiary was unable to receive payments.
Thus he had requested for clarification from the Management about these matters, and would ask
for further details regarding a letter from the Assets Scrutiny Committee (ASC) to check with the
joint procurement of the CTX conveyor belt. He further asked regarding Potash Mining Project
whether the Company had obtained Mining License or not.
Mr. Chatichai Chutima clarified as follows:
1. There was not any auditing of the oversea financial statement as it was a statement ofjoint
venture in Taiwan where the project was finished.
2. The project at Suvarnabhumi Airport approval for the compensation of more than Baht 1,600
million which was waiting for the Office of the National Economic and the Social Development
Board to approve the Airport Authority of Thailand (AOT) to make payment.
~
10
3. The projects in India had been recorded in the account receivable in several places, some
had received the judgment from arbitration and some were in the process of filing a lawsuit.
However, the Management of the Company in India was confident that the Company would
be repaid in full.
4. The other issues had already been examined and commented on by the Auditor in 2012,
then had been referred again in 2013.
Mr. Sathapom Kotheeranurak argued that what the Executive explained did not coincide with
the opinion of the Auditor in term of investigation, therefore he further asked for the
confirmation. from the Auditor.
Mr.Teerasak Chuasrisakul, the Company's Auditor clarified that there were two oversea
joint ventures had not been verified by the Auditor at that time, therefore the Auditor reported
that the statement had not been verified.
Mr. Sathapom Kotheeranurak emphasized the inquiry whether the statement had been
verified at this moment, and whether there would not be such this issue in the following year.
Mr. Teerasak Chuasrisakul responded that it had probably been verified.
Mr. Chatichai Chutima further clarified this point that the Company had the verification
according to the Laws even though the time might overlap. He emphasized that the statement
had been successfully verified.
Mr. Sathaporn Kotheeranurak, Shareholder, further questioned about the Company's letter
from the Assets Scrutiny Committee (ASC) and the investment in Potash Mining how these
issues affected the Company.
Mr. Teerasak Chuasrisakul clarified that due to changes of Auditor in Grant Thornton from
Mr. Kosol Yamleemul (2012) to Mr. Teerasak Chuasrisakul (2013) in signing of the financial
statement, the current Auditor had to refer to the former Autitor's report in 2012 in
accordance with auditing standard when Auditor was changed. He answered regarding the
Shareholders' questions that CTX was finished in 2012 but Potash Mining Project had still
remained and was in the progress of mining permit application.
Mrs. Nijaporn Charanachitta, Director and Senior Executive Vice President informed the
Auditors to clearly identify the message for the year 2014 so that the Shareholders could
correctly understand.
After due consideration, the Meeting by majority votes of the total shares present at the
Meeting resolved that the Company's Statement of Financial Position and Statement of
Comprehensive Income for the year ended December 31,2013 be approved, the details were
as follows:
.:. Approved votes
.:. Disapproved votes
.:. Abstained votes
= 1,974,551,709 shares or equivalent to 93.56%
= 128,446,941 shares or equivalent to 6.09%
= 7,473,521 shares or equivalent to 0.35%
11
~
Agenda 4: To consider and approve the omission of allocation of partial profits as legal
reserve and approve the omission of dividend payment for the 2013 accounting period.
The Chairman assigned Mrs. Nijaporn Charanachitta to inform the Meeting that according to
the Public Company Limited Act of 1992 (B.E.2535), and the Articles of Association Clause
41, "The Company shall allocate to a reserve fund, not less than 5 percent of the annual net
profits less the accumulated loss carried forward (if any), until the reserve fund reaches not
less than 10 percent of the registered capital."
Since the Company had the net profit in 2013 in the amount of Baht 87,754,000, the
Company still had the accumulated loss in the amount of Baht 540,764,000. Thus it could not
allocate the partial profits as legal reserve.
The legal reserve ending December 31, 2013 was Baht 451,021,000 equivalent to the legal
reserve ending December 31, 2012.
The Board of Directors ' policy is to pay dividends to the Company's shareholders in each
year by using the original dividend policy, which is, the Company shall declare and pay
dividends at the amount of at least 40% of net profit after provision for taxes, provided that
such payment of any declared dividend will not impact the on-going operations of the
Company. However, since the Company still had the accumulated loss at the amount of Baht
540,764,000, and according to the Public Company Limited Act of 1992 (B.E.2535) and the
Articles of Association Clause 39, (First paragraph) states that "No dividends shall be paid
from any type of funds other than from the profits. In case the Company has sustained any
accumulated loss, no dividend shall be paid. ", the Company could not pay the dividend as
mentioned above.
Mr. Chatchai Khun-Ngam, Shareholder, asked whether the Company might pay the dividend
to Shareholders as the Company had informed the year before that the operating result in
2014 would be better.
Mrs. Nijaporn Charanachitta informed that she, herself was also a Shareholder who wished
the dividend to be paid. However, it depended on the Company whether it could make the
benefit increase to reduce accumulated deficit or not.
Mr. Premchai Karnasuta added that the Company had confidence with its backlog of quality
projects, and expected to have better performance after protracted political chaos and new
Government was established. This would bring the Company more projects resulting in
improved turnover.
Mr. Somkiat, Shareholder, introduced that he was a fresh Shareholder, and asked whether the
Company could deplete accumulated deficit in 2014 since DIE of the Company was higher
than CH. Karnchang PCL and Sino-Thai Engineering and Construction PCL
Mr. Chatichai Chutima clarified that DIE of the Company for the year-ended 2013 was 2.1.
The same Shareholder questioned when DIE of the Company would be not more than 1, and
whether the Financial Statement 2014 would bring about a satisfactory result or not.
Mr. Chatichai Chutima clarified that having DIE not less than 1 would rather be difficult for
construction industry, even Ch. Kamchang PCL, also had high DIE, except for Sino-Thai
Engineering and Construction PCL which had no debt. He then referred to Mr. Premchai
Kamasuta's words that the Company would try to make profitability for the greatest benefit
in 2014.
Mr. Chatchai Khun-ngam said thanks to Mr. Premchai Kamasuta for giving Shareholders
hope and courage.
"
Meeting resolved that the omission of allocation of partial profits as legal reserve and the
omission of dividend payment for the 2013 accounting period be approved, the details were
as follows:
.:.
.:.
.:.
Approved votes
Disapproved votes
Abstained votes
2,109,890,030 shares or equivalent to 99.97%
242,775 shares or equivalent to 0.01 %
Agenda 5:
To consider and approve the re-appointment of Directors in place of
Directors who would be retired by rotation to be Directors for another term and
approve the appointment of an Independent Director and a Director.
The Chairman informed the Meeting that Mr. Tawatchai Suthiprapha, Mr. Yuthachai
Charanachitta, Directors and Mr. William Lee Zentgraf, an Independent Director, who would
be retired from the office by rotation, could be reappointed for another term according to the
Articles of Association of the Company (clause 14), 1/3 or almost 1/3 of the longest serving
Directors must be retired from the office by rotation in the Armual General Meeting of
Shareholders but they could be reappointed for another term. Thus, the Shareholders could
consider the attachment of the Resume of these Directors.
The Chairman also informed that the Company had notified via the Stock Exchange of
Thailand regarding the right of shareholders to nominate a candidate, within February 1,
2014, to be appointed as a Director at the Armual General Meeting of Shareholders prior to
the Meeting date. Until the deadline, no proposals from shareholders were raised.
.
Since the Company has currently expanded various projects, it is necessary to appoint
additional qualified experienced persons. The Board agreed to propose that the Shareholders'
Meeting approved Mr. Tirapongse Pangsrivongse to be an Independent Director and
proposed that the Shareholders' Meeting approved Mr. Thoranis Kamasuta to be a Director.
The proposed Directors for appointment met all the requirements stipulated in the Public
Limited Companies Act, B.E. 2535 statute 68 and relevant regulations of the Capital Market
Supervisory Board.
The Chairman allowed the Meeting to ask questions.
Mr. Thanawut Saengkasanee, Shareholder, wondered regarding the appointment of Mr.
Thoramis Karnasuta to take a position of Director. He would like to know whether Mr.
Thoranis is really suitable for the position and for what purpose the Directors selected him to
work in this position as he was only 24 years old even though he graduated in engineering
directly from the University of California, Berkeley in the States.
Mr. Premchai Karnasuta clarified that Mr.Thoranis Karnasuta was his son who would take
position of Assistant to the President. This was his intention to pass on knowledge and
experience to the third generation which needed to take time for learning. He ensured that
Mr. Thoranis. Karanauta would dedicate for work, and could take this position as he
graduated in engineering directly.
A Shareholder supported the appointment of Mr. Thoranis Karnasuta to serve as a Director.
He was delighted and agreed to have new generation coming in administration. He also
encouraged other Shareholders to give an opportunity to young generation to bring the
Company forward in making better profits than ever before.
The Chairman added that the appointment of Mr. Thoranis Karnasuta had been considered
following the process, and also had been approved by the Board of Directors.
Meeting resolved that the re-appointment ofMr. Tawatchai Suthiprapha, Mr. Yuthachai
Charanachitta, Directors, and Mr. Willian Lee Zentgraf, Independent Director who all retired
by rotation into office for another term the details were as follows:
Mr. Tawatcbai Sutbiprapba
.:. Approved votes
130,195,455 shares or equivalent to 6.17%
.:. Abstained votes
Mr. Yutbacbai Cbaranacbitta
.:. Approved votes
.:. Abstained votes
.:.
.:.
.:.
Mr. William Lee Zentgraf
Approved votes
Disapproved votes
Abstained votes
=
Also, the appointment ofMr. Teerapong Pangsriwong to be an Independent Director and Mr.
Thoranis Kamasuta to be a Director of the Company received the majority votes of the total
shares present at the Meeting, the details were as follows:
14
~
Mr. Teerapong Pangsriwong
.:. Approved votes
.:. Abstained votes
.:.
.:.
.:.
Mr.Thoranis Karnasuta
Approved votes
Disapproved votes
Abstained votes
Agenda 6: To consider and approve the re-appointment of the Audit Committee who
would be retired by rotation to the Audit Committee for another term.
The Chairman assigned Mrs. Nijaporn Charanachitta to notify the Meeting that the AllllUal
General Meeting held on April 29, 2011 had approved the re-appointment for another term of
Pol.Lt. Chatrachai Bunya-Ananta served as Chairman of the Audit Committee and the re
appointment of Dr. Krisorn Jittorntrum and Mr. William Lee Zentgraf served as Audit
Committee members since they would be retired from the office by rotation. The details of
each Audit Committee are as follows:
As the Audit Committee will be retired by rotation at the 2014 Annual General Meeting of
Shareholders, the Company has invited all shareholders to consider and approve the re
appointment of the Audit Committee to return into their offlces for another term in place of
the Audit Committee retiring by rotation, as follows:
Audit Committe
Name-Surname
1. Pol.Lt. Chatrachai Boonya-Ananta
2. Dr. Krisorn Jittorntrum
Position
Audit Committee Chairman
Audit Committee Member
Audit Committee Member
Term of Position
3 Years (2014-2017)
3 Years (2014-2017)
3 Years (2014-2017)
By Mr. Withit Auoysinprasert, Manager of Internal Audit Division, the secretary for the
Audit Committee
Meeting resolved that the re-appointment of Pol. Lt. Chatrachai Bunya-Anan, Audit
Committee Chairman, Dr. Krisorn Jittorntrum and Mr. William Lee Zentgraf of the Audit
Committee Members who all retired by rotation into their offices for another term be
approved, the details were as follows;
.:. Approved votes
.:. Abstained votes
2,11 0,083, 194 shares or equivalent to 99.98%
Agenda 7: To consider and determine the remuneration for the year 2014 of the Board
of Directors, the Audit Committee and the Risk Management Committee.
The Chainnan infonned the Meeting that on March 18, 2014 the Meeting of the Board of
Directors had considered to detennine the remuneration for the year 2014 of the Board of
Directors to be not more than Baht 6,550,000 per year, the Audit Committee to be not more
than Baht 1,400,000 per year, and the remuneration of the Risk Management Committee is
appropriate to be paid only in tenns of the meeting attendance allowance as follows:
Chainnan of Risk Management Committee is Baht 15,000 per time and Vice Chainnan and
Risk Management Committee members is Baht 10,000 per time as follows:
The details of the remuneration are as follows:
Name
1. Pol.U. Chatrachai Bunya-Ananta
2. Mr.Premchai Kamasuta
3. Mrs. Nijapom Charanachitta
4. Dr. Krisom Jittomtrum
5. Mr. Pathai Chakombundit
6. Mr. Yutachai Charanachitta
7. Mr. Tawatchai Suthiprapha
9. Mr. Peeti Kamasuta
10. Mr. Tirapongse Pangsrivongse
11. Mr. Thoranis Kamasuta
Total
The remuneration for the year 2014
(Proposal Year)
Board of
Audit
Risk
Management
Directors
Committee *
(Baht /
(Baht / Year)
Committee **
Year)
(Baht)
750,000
385,000
580,000
580,000
315,000
15,000
580,000
10,000
580,000
10,000
580,000
580,000
580,000
315,000
10,000
580,000
580,000
580,000
Not more than
6,550,000
Baht 1,400,000
Remarks
* Depends on the Company's operations result
** The meeting attendance allowance
The Chainnan asked the Meeting to consider the proposed matter in this agenda.
After due consideration, the Meeting by more than 2/3 of the total shares present at the
Meeting resolved that the remuneration for the year 2014 for the Board of Directors to be
not more than Baht 6,550,000 per year, and for the Audit Committee to be not more than
Baht 1,400,000 per year, and the remuneration of the Risk Management Committee is
appropriate to be paid only in tenns of the meeting attendance allowance as follows:
Chainnan of Risk Management Committee is Baht 15,000 per time and Vice Chainnan and
Risk Management Committee members are Baht 10,000 per time be approved, the details
were as follows;
.:.
.:.
.:.
Approved votes
Disapproved votes
Abstained votes
Agenda 8: To consider and approve the appointment of an Auditor and the
determination of remuneration of the Auditor for the year 2014.
The Chairman assigned Mrs. Nijaporn Charanachitta to inform the Meeting that on March 18,
2014 the Meeting of the Board of Directors and the Audit Committee had considered to select
an Independent Auditor of Grant Thornton Limited for the year 2014 as follows;
1. Mr. Somckid Tiatragul, Certified Public Accountant (Thailand) No. 2785 and/or
2. Mrs. Sumalee Chokdeeanant,Certified Public Accountant(Thailand) No.3322
and/or
3. Mr. Teerasak Chuasrisaku1, Certified Public Accountant (Thailand) No.6624
and/or
4. Ms. Sansanee Poolsawat,Certified Public Accountant (Thailand) No.6977
Anyone of these Auditors is to be authorized to review, give an opinion and sign on the
Company's and its Subsidiaries' Financial Statements with the remuneration of the
Independent Auditor for the year 2014 with a total value of Baht 5,380,000 which increased
from the previous year to comply with the auditing workload.
Meeting resolved that the appointment ofMr. Somckid Tiatragul, Certified Public
Accountant (Thailand) No. 2785 and!or Mrs. Sumalee Chokdeeanant, Certified Public
Accountant (Thailand) No. 3322 and! or Teerasak Chuasrisakul, Certified Public Accountant
(Thailand) No.6624 and! or Ms. Sansanee Poolsawat Certified Public Accountant (Thailand)
No. 6977 of Grant Thornton Limited and the determination of the auditor's remuneration for
the year 2014, with total value of Baht 5,380,000 be approved, the details were as follows;
.:.
.:.
.:.
Approved votes
Disapproved votes
Abstained votes
Agenda 9 :
= 21,800 shares or equivalent to 0.00%
To consider and approve the allotment of the remaining new ordinary
shares of the Company under a General Mandate amounting to not
exceeding 1,010,676,442 shares at par value of Baht 1 per share.
The Chairman assigned Mrs. Nijaporn Charanachitta to inform the Meeting as follows:
Reference is made to the 2013 Annual General Meeting of Shareholders held on 30 April
2013, whereby the Meeting approved an extension of the period for the allotment of not
17
#-
exceeding 1,677,471,272 new ordinary shares of the Company under a General Mandate and
approved the allotment of new ordinary shares of not exceeding 1,258,103,454 shares to offer
for sale to existing shareholders in proportion to the number of shares already held by each
shareholder, and the allotment of new ordinary shares of not exceeding 419,367,818 shares to
specific persons via private placement. In addition, the 2013 Annual General Meeting of
Shareholders approved to authorize the Board of Directors to consider and determine whether
share allocation shall be made once or several times later and shall be offered to any group of
persons or all groups of persons at the same time. Additionally, the Board of Directors was
authorized to determine offering price, offering period, and other details and conditions
relating to the allotment of newly issued shares. In this regard, the Company shall complete
the allocation of the newly issued shares within the date that the Company holds the next
annual general meeting or within the date that the next annual general meeting is required to
be set up by law, whichever is the earlier.
On 4 July 2013, the Board of Directors approved the allotment of not exceeding 666,794,830
new issued ordinary shares to existing shareholders in proportion to their shareholding at
ratio of 1 existing share for 0.159 newly issued shares at the price of Baht 3 per share. The
Board of Directors determined the offering and subscription period from Thursday 1 August
to 9 August 2013. The Stock Exchange of Thailand listed such amount of shares and the
shares have been trading on the main board of the Stock Exchange of Thailand.
Due to the Company having allocated not exceeding 666,794,830 new issued ordinary shares,
equivalent to 15.90% of paid-up capital as of the date on which the Board of Directors'
Meeting approved the increase of capital under General Mandate which was not all of newly
issued shares that the Company should allocate within the period approved by the 2013
Annual General Meeting of Shareholders. In this regard, the Company has shares remaining
from such allotment amounting to not exceeding 1,010,676,442 shares, divided to the newly
issued ordinary shares to be allocated to existing shareholders amounting to not exceed
591,308,624 shares and the newly issued ordinary shares to be allocated to specific persons
amounting to not exceed 419,367,818 shares. As the Company may have the necessity to
raise funds in the future, therefore for the Company's flexibility to raise funds and to keep the
Company abreast to market situation and instable environmental factors, the management
deemed that it is appropriate to propose the Board of Directors Meeting to consider and
propose the Annual General Meeting of Shareholders to approve the allotment of the
remaining new ordinary shares of the Company under a General Mandate amounting to not
exceeding 1,010,676,442 shares with par value of Baht 1 per share.
The numbers of newly issued shares under General Mandate remaining fpr the next allotment
are as follows:
..
Allocate to
:.
(1) Existing shareholders in
proportion to the number
of shares already held by
each shareholder
__ _-------
...
numbers of newly issued shares under General Mandate
Total numbers of
Number of newly
Numbers of newly
newly issued shares issued shares allocated issued shares
and offered
remaining for the
next allotment
1,258,103,454
666,794,830
591,308,624
(2) Private Placement
(30.00%)
419,367,818
(15.90%)
(1()~OO%)
After the allotment of the remaining newly issued shares according to (l) and (2), the paid
up shares of the Company shall totally increase by not exceeding 591,308,624 shares or
equal to 14.10% of paid-up capital as of the date that the Company's Board of Directors
approved the capital increase. When the Company combines the remaining 591,308,624
shares with the allocated 666,794,830 newly issued ordinary shares or equal to 15.90% of
paid-up capital as of the date that the Company's Board of Directors approved the capital
increase according to the resolution of the Board of Directors Meeting, held on 4 July 2013,
the increase of capital will not be more than 30% of paid-up capital as of the date that the
Company's Board of Directors approved the capital increase under a General Mandate as
prescribed in the Notification of the Board of Governors of the Stock Exchange of Thailand
Re: Rules, Conditions and Procedures Governing the Disclosure of Information in respect of
Capital Increase of Listed Companies RE. 2554. In the event that there is an allotment of
newly issued shares to specific persons based on Private Placement basis as detail in (2), the
Company's paid-up shares shall increase by 419,367,818 shares or equal to 10% of paid-up
capital as of the date that the Company's Board of Directors approved the capital increase
under a General Mandate which is in line with the SET Notification.
The Board of Directors also proposed that the Shareholders' Meeting to authorize the Board
of Directors to
(1) Consider and determine whether share allocation shall be made once or several times later
and shall be offered to any group of persons or all groups of persons at the same time.
Additionally, the Board of Directors are authorized to determine offering price, offering
period, and other details and conditions relating to the allotment of newly issued shares. The
Company shall completely allocate the newly issued shares either by the date of the next
annual general meeting or by the date required by law to fix the date of the next annual
general meeting, whichever comes first.
(2) Negotiation and execution of relevant documents and agreements, as well as taking
actions in connection with the allocation of such newly issued ordinary shares
(3) Execution of applications for permission, and necessary evidence in connection with the
allocation of such newly issued ordinary shares, including the arrangement and submission of
applications for such permission, documents and evidence to relevant authorities or agencies,
listing of such newly issued ordinary shares on the SET and being authorized to take any
other action which is required and appropriate for the allocation of such newly issued
ordinary shares.
The Chairman gave an opportunity to make inquiries.
Mr. Manop Wiwatsetachai, Shareholder, commented that the capital increase under a general
mandate does not seem to be a good choice as it would make the Company's stock prices fall.
He asked whether the Company had other alternatives.
Mr. Chatichai Chutima clarified that the Company had previously increased the capital to
more than 600 million shares because the Company had necessity to use this amount. He
added that the stock price had been afterward fallen due to unpredictable political turmoil.
Mr. Prasit Wiwatkij, Proxy, questioned whether the dilution effect would happen.
Mr. Chatichai Chutima clarified that the capital increase under right offering would cause
non-dilution effect unlike private placement. He added that the capital increase under general
mandate had been reserved as an alternative in case of volatility.
The Chairman then asked the Meeting to consider the proposed matter in this agenda.
Meeting resolved that the allotment of the remaining new ordinary shares of the Company
under a General Mandate amounting to not exceeding 1,010,676,442 shares with par value of
Baht 1 per share be approved, the details were as follows;
.:.
.:.
.:.
Approved votes
Disapproved votes
Abstained votes
Agenda 10: To consider and approve the amendment of the Company's objectives
clauses 58, 59 and 60.
The Chairman stated that in order to render the Company's Objectives clear and
encompassing those requirements stipulated in the Tender, Price Proposal or Bidding
Documents proposed to governmental agencies, state enterprises, business sectors,
government bodies or public organizations for Railway, Airport and Expressway, the
Chainnan announced that the resolution of the Board of Directors' Meeting dated on March
18,2014, resolved to propose at the Annual General Meeting of Shareholders to consider and
approve three amendments of the Company's Clauses 58 , 59 and 60 as follows:
(58) To carry out the feasibility study, consulting, design, procurement, supplying and hiring,
construction, testing and commissioning, checking, training, operation and maintenance
services, investing in government ventures for Civil Works, Architectural Works,
Trackworks, Mechanical and Electrical Works for instance, Rolling Stock, Signalling,
Communication and Telecommunication, Supervisory Control and Data .{\cquisition
(SCADA), Automatic Fare Collection, Platform Screen Door, Power Supply, Traction Power
Supply, Conductor Rail, Uninterruptible Power Supply (UPS), Depot Equipment, inclusive of
components, spare parts and accessories belonging to railway projects, track doubling, track
strengthening, electric powered train, high speed train, monorail, Automated People Mover
(APM) and Automated Guideway Transit (AGT) systems.
construction, installation, testing and commissioning, checking, training, maintenance
services, and various engagements for all Building Works, Civil Works, Architectural
Works, Utility Works, Tunnelling Works; Airfield Pavement Works and various other
Works related to Airports, and including various fields of Electrical and Mechanical Works
20
for instance Baggage Handling System, Explosive Detection System, Passenger Loading
Bridge, Pre-Condition Air, Ground Power Unit System, Aircraft Potable Water System,
Aircraft Sanitary Sewer System, Apron Lighting, Aircraft Parking Management System,
Airfield Ground Lighting System, Visual Docking Guidance System, Airport Ground
Navigation System, Aircraft Fuel Hydrant System, Automated People Mover, Cargo
Management System, Airport Information Technology System, Electrical, Mechanical and
Communication Systems, for instance Uninterruptible Power Supply (UPS), Lift, Escalator
and Travelator, Air Conditioning and Ventilation Systems, Sanitary System, Fire Suppression
System, Fire Alarm System, Security System, Closed Circuit Television System (CCTV),
Building Automation System, Supervisory Control and Data Acquisition System (SCADA),
Radio Communication System and various telecommunication systems and various other
works of similar nature for both land and water transportation.
construction, installation, testing and commissioning, transferring, checking, training,
investing, managing, operation and maintenance services, traffic management, toll and other
related income collection, share income or other benefits with government agencies, and
various engagements for Civil Works, Architectural Works, Electrical and Mechanical Works
for instance Manual Toll Collection and Electronic Toll Collection System, Traffic Control
and Surveillance Systems, Radio System, Traffic Management System, Static Weighting
System, Lighting System, Electrical Power System, Electrical Communication System, Fire
Alarm System, Access Control System, Closed Circuit Television (CCTV) System, Fire
Suppression System, Automatic Control System, Power Supply System, Emergency Exit
System, Air Ventilation and Air Conditioning System, Telephone System, Emergency
Telephone System, Clock System, Variable Message Sign (VMS), Matrix Sign (MS), Data
Communication Networks, Speed Enforcement System, Monitoring System at Control Center
Building.
The Chairman gave an opportunity to make inquiries.
The Chairman then asked the Meeting to consider the proposed matter in this agenda.
After due consideration, the Meeting by the majority votes of not less than three-fourth of the
total votes represented by Shareholders attending the Meeting to amend the Company's
objective in Article 58, 59 and 60 was resolved as follows:
.:.
.:.
.:.
Approved votes
Disapproved votes
Abstained votes
397,347 shares or equivalent 0.02%
#21
Agenda 11: To consider and approve the amendment of Article 3 of the
Memorandum of Association in accordance with the amendment of the Company's
objectives.
The Chainnan announced at the Meeting that the Company was needed to amend the
memorandum of association, Article 3 regarding the resolution of the Meeting to adjust the
Company's objective to be more accordant. The amendment was requested from the Meeting
to be approved as follows:
Former version
"Article 3. The objectives of the Company consist of 57 clauses."
Amended version
"Article 3. The objectives of the Company consist of60 clauses."
The Chainnan gave an oppOliunity to make inquiries.
The Chainnan then asked the Meeting to consider the proposed matter in this agenda.
After due consideration, the Meeting by the majority votes of not less than three-fourth of the
total votes represented by Shareholders attending the Meeting resolved that the amendment of
Article 3 of the Memorandum of Association in accordance with the amendment of the
Company's objectives is approved, the details were as follows;
.:. Approved votes
.:. Abstained votes
Agenda 12:
To consider other business (if any).
After finishing the Meeting, the Chainnan asked the shareholders whether they had other
issues to propose. The shareholders then inquired and suggest some opinions as follows:
Mr. Thanawut Saengkasanee, Shareholder, remarked that when the Chainnan was clarifying
each agenda and enabling Shareholders to give their opinions, the score would appear on the
projector screen. At that time, he could not submit the score in time, thus he would like the
Company to adjust the scoring according to this matter.
A Thai Investors Association officer inquired whether the Company was interested in
attending and announcing an intention in the Private Sector Collective Action Coalition
Against Corruption Council Project of Thai Institute of Directors (IOD)
The Chainnan stated that the Annual Report 2013, page 53 in the topic Corporate Social
Responsibility under Operating the Business with Fairness had been clearly indicated this
policy.
tl22
Mr. Tanawat, Shareholder, suggested that the Company should have the Investment Relation
(IR) providing for shareholders as he was informed from the analyst that it was hard to ask
for a meeting with the Management.
Mr. Chatchai Kun-Ngam, Shareholder, remarked from his participation in the Meetings of the
listed companies that there were the representative from the Thai Investors Association asked
about anti-corruption. According to the organization chart of each company, there was the
Internal Auditor belonging to the Company Directors to investigate the operation of their
employees. Moreover, there was the External Auditor or the Auditor appointed and approved
the audit fees from the Armual General Meeting every year. If nothing unusual was reported
by the Auditor, there would be then minimal or no corruption.
Mr. Sakda Tangsaksatit, Shareholder, had the inquiries as follows:
1. The confusion about the profit
2. How much revenue should the Company have?
3. The Company's loan has high interest cost
4. How is the Company affected by a weaker Indian Rupee?
Mr. Chatichai Chutima clarified as follows:
1. Mr. Premchai Karnasuta's explanation was about the net profit of the Company's
projects which was provided as it had the affect toward the bid price. However,
the Company should consider the gross profit which was standard number
compared to other companies when the financial statement is closed.
2. The Company had no limitation of work. However, the Company's gross margin
was not less than the standard for other companies.
3. This was the interest cost of the Company's project in India with the rate of 14
15%
4. The Company's financial statement was managed by Natural Hedge in India
A shareholder queried regarding an increase of registered capital as to where it was going to
be spent.
Mr. Chatichai Chutima clarified that the Company presently had not the plan to increase
registered capital, thus he could not provide the reason. He also added that he would notify
through the Securities Exchange of Thailand in case any there was any development on this
matter.
Mr. Manop Wiawatsethachai, Shareholder, wondered about the cause of the medical
institute's construction site collapse in Bang Phli, Samut Prakan Province, and how this
incident affected the Company.
The Chairman invited Mr. Pathai Chakornbundit, Senior Executive Vice President, for further
clarification. Mr. Pathai Chakornbundit clarified that the Company had sent an expert to
investigate the collapse area, and had they been informed that there were some structures
which failed, and also the wind was strong during the construction. This was one of causes
leading to the accident. However, the Company had laid down precautionary measures for
such situation not to happen again.
23
No agenda to propose.
The Chainnan thanked Shareholders for participating in the Meeting, and then adjourned the
Meeting at 5.30 p.m.
Signed
L-~I--J
.
(Po1.Lt. Chatrachai Boonya-Ananta}·
The Chainnan of the Meeting
24

The Minutes of the 2014 Annual General Meeting of Shareholders

Transcription

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