ETG : Annual Report 2010

Contents

2 Financial Highlights 5 General Information 6 Message from the Chairman 7 Board of Directors and Management 15 Risk Factors 19 Nature of Business 24 Social activities 27 Shareholders and Management Structure 54 Related Transactions 74 Explanation and Analysis of Financial Position and Operating Results 76 Financial Statement

2

2

Revenue From Services (Baht Million)

Consolidated Financial Statement

�� 2008 2009 2010Revenue from services 1069 854 927

�� 157 107 88

Earnings before interest and tax 94 46 34

�� 43 11 12

�� Total assets 1011 912 878

Total liabilities 551 443 404

Total shareholders' equity 460 468 474

��Number of outstanding shares (million shares) 140.00 140.00 140.00

Par value (Baht) 1.00 1.00 1.00

Earnings per share (Baht) 0.40 0.11 0.10

Dividend per share (Baht) 0.11 0.04 0.03

�� (percent) 4.01 1.29 1.27

Return on assets (percent) 10.35 4.79 3.81

Return on equity (percent) 13.18 3.37 3.21

Debt to equity (times) 1.20 0.95 0.85

2008

9271,2001,1001,000900800700600500400300200100

0

2009

1,069

2010

854

Financial Highlights

3

��

Financial Standing (Baht Million)

��

2008

2008

2008

43

1,011912 878

551443 404460 468 474

4.01

50

40

30

20

10

0

1,1001,000900800700600500400300200100

0

5.004.504.003.503.002.502.001.501.000.500.00

2009

2009

2009

1.29

2010

2010

2010

1211

1.27


��

��

4

Return on Assets (Percent)

Return on Equity (Percent)

Debt to Equity Ratio (Times)

10.35

13.18

1.20

12.00

10.00

8.00

6.00

4.00

2.00

0.00

20.00

15.00

10.00

5.00

0.00

3.00

2.00

1.00

0.00

4.79

3.37

0.95

3.81

3.21

0.85

2008

2008

2008

2009

2009

2009

2010

2010

2010


5

General Information

Company’s name : Eternity Grand Logistics Public Company LimitedNature of business : Logistics services comprising: - Consultancy service on imports and exports of goods - Customs clearance service - Nationwide transportation and distribution of goods - Cross border transportation service - Warehouse management

Location of headquarters : 18/8 Moo 4 Bangna-Trad Road km. 23, Bangsaothong District, Samutprakan Province 10540�� !"�#��$��%&�*��+��;��<% �� &(Truck parking) Latkrabang District, Bangkok 10520

Company registration : 0107548000617Website : www.eternity.co.th=��#>�� ?��@HI�J@@@K�� #>�� ?��@HI�J@??Telephone (branch) : 02 737 7129Facsimile (branch) : 02 737 7150Registered capital : Bt. 140,000,000 Divided into : 140,000,000 ordinary sharesPar value : Bt. 1 per sharePaid-up capital References : Bt. 140,000,000

Auditor : Mr. Suchart Panitcharoen� � � O�� %�� Q��U�VVJI SP Audit Co., Ltd. � � � I?@!�H�*��=�;��&�H��K��&�� Q$��$��%& Phyathai Sub-district, Rajthevi District, Bangkok 10400

Ordinary share registrar : Thailand Securities Depository Co., Ltd. Capital Market Academy Building 2/7 Moo 4 (North Park Project), Vibhavadee Rangsit Road, Thungsonghong Sub-district, Laksi District, Bangkok 10210

66

Message from the Chairman

In the year of 2010, the outlook of political situations in Thailand was very critical, which has affected the loss in both economics and society. Nevertheless, with the co-operation from government and private sectors, the overall of our country economics was gradually recovered, which the result has noticeably been improved since the third quarter of 2011. Although the crisis and risky circumstances �[ �&��O��$�� %�� of the country trade in both short term and long term directions. The implementation of Asian Free Trade policy also builds up the business opportunity especially in Logistics Service industry in term of service variety, increasing needs in views of service types, workloads and service area. Since the fourth quarter of 2010, the Company has concentrated on investment and expansion of service to GMS segment. During its implementing stage, we tested the operating process and studied ��;��; ��$�� % �� %��ready and be able to serve our increasing customers in this market share. Besides, the Company has been expanding its investments in container haulage service at Laem Chabang seaport, as well as in the Information Technology by implementing the ERP system.

The performance in 2010 showed a better improvement than in 2009, with the Sales ��\�J&???&???��%��H�&???&???U For the year of 2011, the Company keeps focusing on any possibilities leading to business expansion through the thorough consideration and decision on any investments �� &� ��&� �� +$&� �� %�� %� �� working system. Meanwhile, the Company still maintains the process of good corporate governance. All Board of Directors Committee and I would like to take this opportunity to express our great gratitude to all of the shareholders, business partners of both customers and alliances, management team and all employees for the continual co-operation, contribution, effort and success rendered to the Company.

��!��"��#��

7

Board of Directors and Management

Board of Directors

Mr. Poonsak ThiapairatChairmanage 46 years

Education1) Master’s Degree in Finance and International Business from Sasin Graduate Institute of Business Administration of Chulalongkorn University2) Master of Science Program in Logistics Management, Chulalongkorn University3) Directors Accreditation Program (DAP) 11/20044) Finance for Non-Finance Director (FN) 23/2005

Work Experience1998 - Present, Director, Eternity Logistics Co., Ltd.2004 - Present, Director and Independent Director, Dhanamitr Factoring Public Co., Ltd.2005 - Present, Chairman, Eternity Grand Logistics Public Co., Ltd.2008 - Present, Chairman, Pands Group Logistics Co., Ltd.

Mr. Thanongchai ThiapairatDirectorage 63 years

Education1) Bachelor of Science, Chulalongkorn University 2) Director Accreditation Program (DAP), 47/2005

Work Experience1998 - Present, Director, Eternity Logistics Co., Ltd.July 2005 - Present, Vice Chairman, Eternity Grand Logistics Public Co., Ltd.March 2008 - Present, Director, Pands Group Logistics Co., Ltd.

Mr. Pairoj ThiapairatDirectorage 66 years

Education1) Diploma in General Administration� ��* �� O�� O��+� 2) Director Accreditation Program (DAP), 47/2005

Work ExperienceJuly 2005 - Present, Director, Eternity Grand Logistics Public Co., Ltd.

8


Board of Directors

Mr. Prapat Thiapairat,Directorage 49 years

Education1) Bachelor of Business Administration, Rajabhat Institute, Phra Nakhon Campus2) Director Accreditation Program (DAP), 47/2005


Mr. Chinnavat ChinsangaramDirectorage 49 years

Education1. LL.M., Tulane University2. M.C.L., University of Miami3. Barrister-at-law, The Institute of Legal Education, Thai Bar Association4. LL.B., Chulalongkorn University

Work Experience1987 – 1997 Company Director and lawyer of � _�%��%��;�`��1998 – 2008 Company Director and Executive Partner of White & Case (Thailand ) Ltd.2009 – Present Company Director and Executive Partner of Weerawong, Chinnavat & Peangpanor Ltd.2010 – Present Independent Director, Eternity Grand Logistics Public Company Limited

Mr. Toru IwataDirectorage 57 years

Education1) Master’s Degree in Mechanical Engineering, Wasada University

Work Experience2005-2007, Director, Strategic Planning Department, Pokka Corporation2007 - Present, � {��+��&�Q �� *� <�� Co., Ltd. 2008 - Present, Director, Eternity Grand Logistics Public Co., Ltd.

9

Board of Directors

Mrs. Pochaman PasawatIndependent Director and Chairman of the Audit Committeeage 61 years

Education1) Master of Business Administration majoring in Accounting, Idaho State University, USA2) Director Accreditation Program (DAP), 41/20053) Audit Committee Program (ACP)4) Monitoring the Internal Audit Function (MIA) by the Thai Institute of Directors Association (IOD)

Work Experience2000-2008, Director, GS1 Thailand / The Federation of Thai Industries2005 - Present, Independent Director and Chairman of the Audit Committee, Eternity Grand Logistics Public Co., Ltd.2006-2009, Director, Government – Private Joint Committee on Logistics2007-2009 Chairperson of Logistics Clinic, the Federation of Thai Industries2008 - 2008 Director, The Federation of Thai Industries. The present, Chairperson of Manufacturing Logistics Roadmap Task Forces (DPIM), Ministry of Industry Thailand The Advisor of Supply Chain Clinic's Committee, The Federation of Thai Industries.

Mr. Pracha Phathayakorn,Independent Director and Audit Committeeage 47 years

Education1) Bachelor of Accountancy, Chulalongkorn University2) Master of Business Administration major in Finance and International Business, Sasin Graduate Institute of Business Administration of Chulalongkorn University3) Director Accreditation Program (DAP), 41/20054) Audit Committee Program (ACP)5) Monitoring the Internal Audit Function (MIA)"�� +��>�� $��K �� Reporting (MFR)7) Monitoring the System of Internal Control and Risk Management (MIR), by the Thai Institute of Directors Association (IOD)

Work Experience2005 - Present, Independent Director and Audit Committee, Eternity Grand Logistics Public Co., Ltd.2005 - Present, Managing Director, P. Advisory Co., Ltd.2006 - Present, Managing Director, Parisa Corporation Co., Ltd.


Assoc. Prof. Ruth Banomyong (Ph.D.)Independent Director and Audit Committee,age 43 years

Education1) Licence en Droit International (L.L.B. International Law), Universite de Paris I, Pantheon-Sorbonne, France 2) Maitrise en Droit des Affaires Internationales (L.L.M. International Business Law), Universite de Paris I, Pantheon-Sorbonne, France3) Doctor of Philosophy (Ph.D.) International Logistics, Cardiff Business School,� O��% ��|� �� $&�}��&�|� ��%�* �+%�V��~ ��O�� +��?@��~O�H?@�5) Director Accreditation Program (DAP)6) Audit Committee Program (ACP)7) by the Thai Institute of Directors Association (IOD)Work Experience1993 - Present, Faculty of Commerce & Accountancy, Thammasat University, Thailand. (Associate Professor in the Department of International Business, Logistics and Transport Management)2005 - Present, Independent Director and Audit Committee, Eternity Grand Logistics Public Co., Ltd.

10

Management team

Mr. Poonsak ThiapairatManaging Directorage 46 years

Education1) Master’s Degree in Finance and International Business from Sasin Graduate Institute of Business Administration of Chulalongkorn University2) Master of Science Program in Logistics Management, Chulalongkorn University3) Directors Accreditation Program (DAP) 11/20044) Finance for Non-Finance Director (FN) 23/2005

Work Experience1998 - Present, Director, Eternity Logistics Co., Ltd.2004 - Present, Director and Independent Director, Dhanamitr Factoring Public Co., Ltd.2005 - Present, Chairman, Eternity Grand Logistics Public Co., Ltd.2008 - Present, Chairman, Pands Group Logistics Co., Ltd.

Mr. Thanongchai ThiapairatDirector of Customs Departmentage 64 years

Education1) Bachelor of Science, Chulalongkorn University 2) Director Accreditation Program (DAP), 47/2005

Work Experience1998 - Present, Director, Eternity Logistics Co., Ltd.July 2005 - Present, Vice Chairman, Eternity Grand Logistics Public Co., Ltd.March 2008 - Present, Director, Pands Group Logistics Co., Ltd.


Mr. Nanthasit LeksrisakulDirector of Account and Financeage 50 years

Education1. Bachelor of Engineering (Electrical & Communication), Chulalongkorn University2. Master of Business Administration Major in Finance and International Business, Sasin Graduate Institute of Business Administration of O��+�� *� ��

Work ExperienceOctober 2010 – Present Director of Accounting and Finance Department, Eternity Grand Logistics Public Company Limited1999-2009 Executive Vice President, Bank of Ayudhya Public Company Limited1997-1999 Senior Vice President-Treasury, Bank of Ayudhya Public Company Limited1995-1997 Vice President-Treasury, Finance One Public Company Limited1992-1995 Assistant Manager-Treasury, Deutsche Bank AG, Bangkok branch

11

Management team

Mr. Prapat Thiapairat,Director of Customs Departmentage 49 years

Education1) Bachelor of Business Administration, Rajabhat Institute, Phra Nakhon Campus 2) Director Accreditation Program (DAP), 47/2005


Mr. Poonyot ThiapairatDirector of Human Resource Department and Managing Director of Eternity Logistics Co., Ltd.age 44 years

Education1) Bachelor of Business Administration, Faculty of Commerce and Accountancy, Chulalongkorn University2) Master of Business Administration in International Finance, Sasin Graduate Institute of Business Administration of Chulalongkorn University3) Director Accreditation Program (DAP), 46/2005

Work Experience1998 - Present, Director, Eternity Logistics Co., Ltd. 2005 - Present, Director, Eternity Grand Logistics Public Co., Ltd.2008 - 2010 Director, Pands Group Logistics Co., Ltd.

Mr. Chunlaphop BuranajanyakulDirector of Information Technology Department and Managing Director of Pands Group Logistics Co., Ltd.age 45 years

Education1) Master of Business Administration, � *��|� �� $2) Director Accreditation Program (DAP), 46/2005

Work Experience1998-2005, Director, Eternity Transport 2002 Co., Ltd.2005-2007, Director, Transport Operation Department, Eternity Grand Logistics Public Co., Ltd.2007 - Present, Director, Information Technology Department,2008 - Present, Director and Managing Director, Pands Group Logistics Co., Ltd.



Miss Juraiporn ThiapairatDirector of Purchase and Administration Departmentage 42 years

Education1) Master’s Degree in Finance, Farleigh Dichinson University, USA2) Director Accreditation Program (DAP), 46/2005

Work Experience2005-2008, Director, Administration Support Department, Eternity Grand Logistics Public Co., Ltd.2009 - Present, Director, Purchase and Administration Department, Eternity Grand Logistics Public Co., Ltd.

Mr. Kititeb JintawornDirector of Contract Transport Departmentage 43 years

EducationH�� # +�� ~ �� Agricultural Engineering, Thames, England

Work Experience2006 - Present, Director, Contract Transport Department, Eternity Grand Logistics Public Co., Ltd.

Mr. Songdej SriprasertDirector of Service and Maintenance Departmentage 48 years

Education1) Master of Business Administration, San Angelo State University, Texas, USA

Work Experience2003-2007, � K��$��+��&�OU*U�� (Thailand) Co., Ltd.2006 - Present, Director of Service and Maintenance Department, Eternity Grand Logistics Public Co., Ltd.

Management team

12

Lt. Narabest Thongdaeng(Acting) Director of Alliance Departmentage 38 years

Education1) Bachelor of Science, Electrical Engineering, Naval Academy2) Port Management Course Chulalongkorn University3) Master of Science Program in Logistics Management, Chulalongkorn University

Work Experience2004, Warehouse Manager, T.N.T. Logistics (Thailand) Co., Ltd.2004-2006, Transport Development Manager, C.P. All Plc2006 - Present, (Acting) Director, Alliance Department, Eternity Grand Logistics Public Co., Ltd.

Mr. Thongchai Kobkuachaiyapong(Acting) Director of Transport Departmentage 40 years

Education1) Bachelor’s Degree in Industrial Engineering, Chulalongkorn University

Work Experience1999-2007, General Manager, Operation Department, Distribution Center, Ekkachai Distribution Co., Ltd.2007 - Present, (Acting) Director, Transport Department, Eternity Grand Logistics Public Co., Ltd.

Miss Darunee SangponlasitManaging Director of Eternity Consulting and Service Co., Ltd.age 47 years

Education1) Bachelor of Arts, Ramkhamhaeng University

Work Experience2005 - Present, Managing Director, Eternity Consulting and Service Co., Ltd.

Management team


13

Miss Yupadee DarasrisakManaging Director of Pands Group Logistics Co., Ltd.age 34 years

Education1) Bachelor’s Degree, Faculty of Agriculture, � *��|� �� $

Work Experience2008 - Present, Managing Director, Pands Group Logistics Co., Ltd.

Management team


14

Risk Factors

1. Risks from Oil Price Fluctuation

The world crude prices have been motionless towering in 2010. Diesel oil price was still in range of 28-30 baht per liter. Bearing oil price risks, Eternity Grand Logistics Public Co., Ltd. (ETG) has still maintained its business through an effective open-book management, and close coordination for any adjustments of transportation fees with leading company in Thailand, to be in line with oil market price. In addition, ETG still �� +�� {�� +�� %��greatly alleviated. In term of human resource management, ETG has put more importance on its strategic management by inspiring and motivating an economical driving behavior to drivers.

15

2. Risks from Road Accidents

In 2010, ETG had the accident rates at 0.57 accidents/million kilometers which the rates have been increased from 2009. Therefore, ETG had adjusted their roles and authorities of the Safety Committee in order to let their team operate independently and �� ; �� +��% �+��+��%�� %��$�50% of the last year.

Risk Factors

16

3. Risks from Dependence on Major Customers

Risks from dependence on major customers have been declined as ETG has expanded its customer base to medium-sized customer and various industries such as FMCG industry, automotive industry, even Forth Party Logistics business. In addition, ETG have more clients with new services, for instance, in-Transit transportation via Thailand to third country, cross border transport, multi-modal transport, backhaul transport, etc. Subsequently, the risk from dependence on major customers are dropping because well balance of current customer, additional medium-sized customers and new additional services.

Risk Factors

17

Risk Factors

4. Risks from Rules and Regulations from the Authorities

� _�� ?H?&� ��+�� % � �� ;�� +�%� �� %� �� %�� + �+�~ �� `�� ~`�� ;� �� %�� %$ �+� ��+�� and contract terms of both private and public sectors. Moreover, the risk management will be done in order to cover our new services such as cross border transportation to the third country, coordination with the customers in South East Asia Countries especially country in Great Maekhong Sub-region (GMS) which associated with many regulations and agreements.

5. Risks from Domestic and World Economies and Political Uncertainties

World economies and political uncertainties are external risks which are out of the company’s control but ETG has to monitoring situation, adjust ourselves and its structure to cope with economic changes through its margin enhancement, cost-saving measures, both operating and costs of administration, retention of existing customer and expansion of customer base, new industry and business introduction, for instance, in-transit transport for automotive industry, cross border transport, etc. A key to cope with risk from domestic and world economies and political uncertainties is to smartly adjust ourselves to the changing conditions.

18

Nature of Business

Brief business profile of Eternity Grand Logistics Public Company Limited and its subsidiaries

Eternity Grand Logistics Public Company Limited (ETG) provides logistics services, including +��%�� %�% �� %�� %��$��&��[ � ��$�� procurement for transportation and consultation and new methods of transportation appropriate to customers. Including with cross border transport services to countries in the Great Maekhong Sub-region (GMS). In addition, ETG provides service such as warehouse management, packing, goods handling, delivery, inventory management services by having our own warehouses, bulk cargoes, transportation, river port management. ETG also serves customers by taking their ships to a pier to load or unload cargoes with large scale, fully-equipped facilities warehouse including consultation and customs clearance services for an import or export which ETG has licensed customs brokerage No. 12 by the Customs Department, providing services of applying for privileges concerning import and export.

19

Eternity Consulting and Service Co., Ltd.

Paid up share capital of 20 million baht

ECS

ETGPaid up share capital of

140 million baht

Eternity Transport Co., Ltd.Paid up share capital of

20 million baht ETC

Eternity Logistics Co., Ltd.Paid up share capital of

5 million baht ETL

Pands Group Logistics Co., Ltd. Paid up share capital

of 100 million baht PGL

Q �� *� ��O�U&��%UPaid up share capital of

189 million yensAichi

20%

100% 100% 70%

30%

70%

Nature of Business ETG has 4 subsidiaries, each of which operates a business related or supporting one another as follows:

��

20

1. Eternity Transport Co., Ltd. (ETC)$�On June 15, 2010, the Board of Directors has approved the dissolution of Eternity Transport Co. will be no activity of any business arising from mid-June 2010 onwards, and in July 2010, the Company acquired shares of the Company Eternity Consulting Service limit the number of 60,000 shares at par value of Baht 100 per share total 6.0 million baht from its current limit Transport Eternity Transport Company Limited is under liquidation. 2. Eternity Logistics Co., Ltd. (ETL): Established on November 5, 1997 by the Thiapairat family with a paid-up registered capital of 5 million baht, ETL is wholly owned by ETG ��%��%� �� ={��%��U��=�� warehousing services, warehouse management services, cargo transportation and distribution, sourcing goods according to the customer’s requirements, sales promotion and other related basic auxiliary services such as pick and pack, packing, etc. ETL has rented a 5,000 square meters warehouse to provide warehouse management to customers. ETL also has extended its business by providing warehouse management services at customer's location.

3. Eternity Consulting and Service Co., Ltd. (ECS): Established on July 8, 2002 by the Thiapairat family with a paid-up registered capital of 20 million baht, ECS is wholly owned by ETG. ECS provides real estate management services to subsidiaries in the group, ��% �+��% � �� +�� % �+��%�;��&� �� +��%�� $��%��*��+��%&��U� ��%�� $�companies in the group and to cope with fully-integrated logistics services. 4. Pands Group Logistics Co., Ltd. (PGL): Established on January 11, 2005 by P&S Group with paid-up registered capital of 100 million baht, PGL is jointly owned by ETG and the P&S Group. PGL provides logistics services for bulk cargoes including agricultural raw materials, rice, corns, soy beans, fertilizers, minerals, etc., land and marine cargo handing and warehouse management services. In 2008, PGL started a new service, cross border transport to neighboring countries such as Laos, Cambodia, etc.

Nature of Business

21

Nature of Business

Revenue StructureUnit: Thousand Baht

Type of RevenueOperated

by

2010 2009

Baht % Baht %

1. Transportation and Distribution services, ETGPGL

645,845143,131

61.6713.67

607,244107,126

62.0510.95

2. Customs clearance services, ETG 83,415 7.97 87,815 8.97

3. Warehouse management services, Product sales,

ETLPGLETLPGL

28,19516,28296,110

2,703

2.691.559.180.26

24,78314,70991,04923,891

2.531.509.302.44

4. Administration services and rents, ECSETG

2179,474

0.020.90

46311,913

0.051.22

5. Other revenues ETG 21,891 2.09 9,667 0.99

Total 1,047,264 100.00 978,660 100.00

The largest portion of revenue of ETG and subsidiaries in 2010 was from transportation and distribution services which represent 75.34% of the total revenue. The next largest portion was from sales of merchandise, custom clearance service, warehouse management service and administration services and rent which represent 9.44%, 7.97%, 4.24% and 0.92% of total revenue respectively.

22

Nature of Business

Summary of the changes in 2010In 2010 has 3 important changes by these followings; 1. In March, ETG decided to expand our fleet and service in Lamchabang port in order to cope with opportunities and growth of the customers in that area. ETG also enlarged the parking space and increased number of trucks which spent investment budget approximately 10 million baht. 2. In July, ETG decided to invest in Enterprise Resource Planning (ERP) which had selected service provider and placed an order in November by spending less than 10 million baht for both hardware and software. 3. In November, ETG has a new Director of Finance and Accounting Department who had experience in those area over 15 years to replace the previous Director who will turn to be Senior advisor of ETG.

23

��

� ~�� %� ��?H?�;� ��$�� %�� $�� disaster. Therefore, Eternity Grand Logistics would like to be a part of this social charity �$�+��%� ��+�� $��={�� % �+�� &� � ��&�%� �%��%&��U��%�%�� %��%�� U�� %�&�;��%�� +��~ �� `�� %�� $��%�� %�� % ��U�

Social Activities

24

Social Activities

2.ETG's against coldness the 4th

Once again in 2010,Transportation department coordinated with Management team and ETG's members to donate stationery, blankets, overcoats, doors, windows also scholarship and passed through the serious weather condition to contribute those stuffs to students in Bann-mai-klong-ungwa School in Uthaithani province. Every smiles from these children are encouragement for ETG's team to travel against the coldness henceforward.

25

26

27

Capital structure of top 10 shareholders as of December 31, 2010

Name

As of December 30, 2010

Number of Shares

%

HU�Q �� *� ��O�&��%U�� 27,800,000 19.86

2. Mr. Poonsak Thiapairat 21,529,028 15.38

3. Mr. Poonyot Thiapairat 13,339,543 9.53

4. Mr. Thanongchai Thiapairat 12,208,857 8.59

5. Mrs. Srivimol Thiapairat 10,131,300 7.24

"U�� *��;��;�� 7,581,700 5.42

7. Mr. Pairoj Thiapairat 5,954,243 4.25

8. Mr. Prin Chirathiwat 5,494,700 3.92

9. Miss Juraiporn Thiapairat 4,981,243 3.56

10. Miss Darunee Sangponlasit 4,981,243 3.56

Total Other Shareholders 25,998,143 18.69

Grand Total 140,000,000 100.00

as of December 31, 2010 No. of Common Shares Shareholding proportion (%)Thai Shareholders 112,200,000 80.14Foreign shareholders 27,800,000 19.86

Shareholders and Management Structure

28

Org

aniz

atio

nal M

anag

emen

t

Eter

nity

Gra

nd L

ogis

tics

Publ

ic C

o., L

td.

Boar

d of

Dire

ctor

s

Audi

t Com

mitt

ee

Man

agin

g D

irect

orM

r. Po

onsa

k Th

iapa

irat

_��

��

�Q�%

��`

��

Mis

s An

apat

Sitt

hide

jbor

ipha

t

Dire

ctor

of C

usto

ms

Dep

artm

ent

Mr.

Than

ongc

hai T

hiap

aira

tM

r. Pr

apat

Thi

apai

rat

Dire

ctor

of

Serv

ice

and

Mai

nten

ance

D

epar

tmen

tM

r. So

ngde

j Srip

rase

rt

Dire

ctor

of C

ontra

ct

Tran

spor

t Dep

artm

ent

��U�

* � �

��

��

;��

�

Dire

ctor

of T

rans

port

Depa

rtmen

t M

r. Th

ongc

hai

*��

��

� $�

��+

(Act

ing)

Safe

ty C

omm

ittee

��

�+ �

+�~

��

��

�`��

�

Dire

ctor

of

Allia

nce

Dep

artm

ent

Lt. N

arab

est T

hong

daen

g(A

ctin

g)

Dire

ctor

of A

ccou

ntin

g an

d Fi

nanc

e D

epar

tmen

tM

r. N

anth

asit

Leks

risok

ul

Dire

ctor

of P

urch

ase

and

Adm

inis

tratio

n D

epar

tmen

tM

iss

Jura

ipor

n Th

iapa

irat

Dire

ctor

of

#�

��

��

��

�D

epar

tmen

tM

r. Po

onyo

t Thi

apai

rat

Dire

ctor

of

Info

rmat

ion

Tech

nolo

gy

Dep

artm

ent

Mr.

Chu

nlap

hop

Bura

naja

nyak

ul

Shar

eholde

rs a

nd M

anag

emen

t Stru

ctur

e

29

Man

agem

ent O

rgan

izat

ion

of S

ubsi

diar

ies

1)

Eter

nity

Log

istic

s C

o., L

td.

Boar

d of

Dire

ctor

s

Man

agin

g D

irect

orM

r. Po

onyo

t Thi

apai

rat

_��

��

�Q�%

��`

��

Mis

s An

apat

Sitt

hide

jbor

ipha

t *

Ope

ratio

n M

anag

erM

r. Po

onyo

t Thi

apai

rat

(Act

ing)

Dire

ctor

toAc

coun

t and

Fin

ance

D

epar

tmen

tM

r. Na

ntha

sit L

eksr

isaku

l*

Dire

ctor to

Allia

nce M

anag

erDe

partm

ent

Lt.Na

rabe

st Th

ongd

aeng

*(A

cting

)

Dire

ctor

toPu

rcha

se an

d Ad

minis

trativ

e De

partm

ent

Miss

Jura

iporn

Thia

paira

t*

Dire

ctor

to#�

��

��

��

�De

partm

ent

Mr. P

oony

ot Th

iapair

at*

Dire

ctor

toInf

orma

tion T

echn

ology

De

partm

ent

Mr. C

hunla

phop

Bu

rana

janya

kul*

* Out

sour

ce E

TG

Shar

eholde

rs a

nd M

anag

emen

t Stru

ctur

e

30

Boar

d of

Dire

ctor

s

Lega

l Ent

ity M

anag

er...

......

......

Dire

ctor

toAc

coun

ting

and

Finan

ce D

epar

tmen

tM

r. Na

ntha

sit L

eksr

isaku

l*

Dire

ctor

toPu

rcha

se a

nd

Adm

inistr

ative

Dep

artm

ent

Miss

Jura

ipor

n Th

iapair

at*

Dire

ctor

to#�

��

��

��

��

Dep

artm

ent

Mr.

Poon

yot T

hiapa

irat*

Dire

ctor

toIn

form

ation

Tec

hnolo

gy

Dep

artm

ent

Mr.

Chun

lapho

p Bu

rana

janya

kul*

* Out

sour

ce E

TG

_��

��

�Q�%

��`

��

Mis

s An

apat

Sitt

hide

jbor

ipha

t

Man

agin

g D

irect

orM

iss

Dar

unee

San

gpon

lasi

t

2) E

tern

ity C

onsu

lting

and

Ser

vice

Co.

, Ltd

.

Shar

eholde

rs a

nd M

anag

emen

t Stru

ctur

e

31

Boar

d of

Dire

ctor

s

Man

aging

Dire

ctor

Miss

Yup

adee

Dar

asris

ak

Gene

ral M

anag

erM

r. Jir

atth

iti Pa

nman

ee

Boar

d of

Exe

cutiv

e Di

rect

ors

Oper

ation

Dep

t.

Tran

spor

t Con

trol

Divis

ionPl

annin

g an

d M

onito

r Di

vision

Custo

mer

Rela

tions

Divi

sion

#�

��

��

��

�%�

Adm

inistr

ation

Divi

sion

Acco

untin

g an

d Fin

ance

Divi

sion

Adm

inistr

ative

Su

ppor

t

3) P

ands

Gro

up L

ogis

tics

Co.

, Ltd

.

Shar

eholde

rs a

nd M

anag

emen

t Stru

ctur

e

32

Structure of Directors of the Company and Subsidiary Companies

NAME ETG

Subsidiaries

ETC ETL ECS PGL

1. Mr. Poonsak Thiapairat Chairman Director Director Director Director

2. Mr. Tanongchai Thiapairat Vice Chairman Director Director Director Director

3. Mr. Pairoj Thiapairat Director Director Director Director -

4. Mr. Prapat Thiapairat Director Director Director Director -

5. Mr. Poonyot Thiapairat - Director Director Director Director

6. Mr. Toru Iwata Director - - - -

7. Mr. Chunlaphop Buranajanyakul

- Director - - Director

8. Miss Juraiporn Thiapairat - - - Director -

9. Mr. Thumchal Samitasiri - - - - Director

10. Miss Siritida Samitasiri - - - - Director

11. Mrs. Pochaman Pasawat Independent Director,

Chairman of Audit

Committee

- - - -

12. Mr. Pracha Phathayakorn Independent Director,

Audit Committee

- - - -

13. Assoc. Prof. Ruth Banomyong (Ph.D.)

Independent Director,

Audit Committee

- - - -

14. Mr. Chinnavat Chinsangaram

Independent Director - - - -


33


��#��"� ��%��&�'��()*�+-)-��"��&�'��*��#��/��%��&��:�$:

The Board of Directors as of December 31, 2010 comprises 9 Directors as follows

;�<��;�� 1. Mr. Poonsak Thiapairat Chairman 2. Mr. Tanongchai Thiapairat Vice Chairman 3. Mr. Prapat Thiapairat Director 4. Mr. Pairoj Thiapairat Director 5. Mr. Toru Iwata Director 6. Mr. Chinnavat Chinsangaram Independent Director 7. Mrs. Pochaman Pasawat Independent Director, Chairman of Audit Committee 8. Mr. Pracha Phathayakorn Independent Director, Audit Committee 9. Assoc. Prof. Ruth Banomyong (Ph.D.) Independent Director, Audit Committee with Miss Pavana Rattanapanthakul as a Secretary of the Board of Directors

34

'��"��&��&�'��Pursuant to the Resolution of the Extraordinary Shareholders Meeting No. 4/2005, dated Q�+��@H&��??I&� +� ��%�� %�� %��~ ��prescribed as follows:

1) To perform duties according to laws, objectives and regulations of the Company, inclusive of resolutions of the Shareholders Meetings, except those requiring authorization prior to implementation, such as those prescribed by law to require resolutions of Shareholders Meetings, performing related activities, obtaining and disposing of assets, and purchase and sale of capital assets as prescribed by the Stock Exchange of Thailand, or by other governmental authorities.

2) To prescribe lists of name changes of Directors authorized to sign their names binding the Company.

3) To set policies, strategies, and directions of the Company’s operation and to monitor and control the Management to operate effectively and fruitfully according to the prescribed policies, strategies, and directions, to maximize increase in economic value to shareholders and sustainable growth, except policies on operation requiring consideration and approval from the Shareholders Meetings.

4) To consider and approve important matters such as business plans, budgets, major investment projects, management authority and other matters prescribed by law.

5) =�� %��%�� ; �� %�; �� %%�� %� �� O��$�Q��U�U��I@I��H\\��(and the subsequent Amendments) and the Securities and Exchange Acts, inclusive of announcements, regulations and/or prescriptions concerned, and in the event which the positions of Directors are vacant due to termination of their terms.

6) To consider and approve Management Organization of the Company.7) To consider and approve investments in subsidiary companies, joint

ventures and related companies.8) To consider and approve formulation of policies on good governance of

the business.9) To consider and approve interim dividend payments to shareholders,

in consideration of the Company gaining sufficient profit and its appropriateness; the said dividend payments shall be reported at the next Shareholders Meeting.

10) =��+��%��[�� U�


35

11) To be responsible for performance and operation results of the Management, with intention and care in the operation.

12) =�� %�� +�$��&�� %�� +�audit, inclusive of monitoring and setting procedure in evaluation of �� %�� %� ��% �&�� +��%�� %��;<��U

13) =�� ;��O��$��stakeholders.

14) To set internal rules or regulations of the Company in various aspects. 15) =�� %��~ �� +��

statement reports accompanying Annual Audit Statements, covering important aspects under the best practice policy of registered companies’ directors of the Stock Exchange of Thailand.

16) The following operative authority shall be exercised only with the prior approval of the Shareholders Meeting ; however, it is prescribed that % ��;��$��$�� &�� interests with the Company or subsidiary companies (if any), shall have no rights to vote on such matters.

(a) On the matters prescribed by law to require resolutions of shareholders meetings.

(b) Performing matters which directors have interests, and are within the framework of laws or prescriptions of the Stock Exchange to require resolutions of the shareholders Meeting.

Besides, the following cases require approval from the Board of Directors by majority of votes of attended Directors in the Meeting and at least ¾ of the votes of shareholders present and having the rights to vote at the Shareholders Meeting.

(a) Sale or transfer to others of Company’s business, all or important part

(b) Purchase or transfer of other company’s business or private company to the Company

(c) �� +� ��&��% �� +��on renting of the company’s business or delegation to any person to manage the business of the company or merging of business with others with intention to share ��%��+��

(d) ��% �� %% � ��%��Q�� Articles of Association of the Company

(e) Increase or decrease of capital, issuance of debentures, merger or dissolution of the Company


36


(f) Other activities prescribed under the law of Securities and/or Prescriptions of the Stock Exchange of Thailand, requiring authorization from the Board of Directors Meeting and Shareholders Meeting with the above said votes

The Board of Directors may appoint a number of Directors as �� %��[�� ~ ��%�� %�by the Board of Directors.

�� #�;��&� ��[��%�� ;��$��$�� &�� $��; ��O��$�� subsidiaries (if any), inclusive of the prescription to obtain approval from the Shareholders �� +� �� +��%��%�� +��% �� +�� +� ��the Company, in accordance with the regulations of the Stock Exchange of Thailand

��#��As of December 31, 2010, members of the Audit Committee were as follows:

��;�<��;��1. Mrs. Pochaman Pasawat Chairman of the Audit Committee and Independent Director2. Mr. Pracha Phathayakorn Audit Committee and Independent Director3. Assoc. Prof. Ruth Banomyong (Ph.D.) Audit Committee and Independent Director

With Miss Anapat Sittidetboripat, as a Secretary to the Audit Committee,

The Chairman of the Audit Committee and Audit Committee Members shall have ��@�$��U�#�;��&��O��$��Q�% ��O� ��%��%��roles, duties and responsibilities and have attending training on Director Accreditation Program (DAP) from the Thai Institute of Directors. ��*�'��"��&��#��

1) =��Q�% ��O� �� ;��O��$�� accuracy and adequacy. The Audit Committee shall cooperate with an external ��% ��%��O��$��[�� +��$��%��

17)

37


reports. The Audit Committee may recommend the auditor to audit or examine ��$�� +� ��%�� +�� %��% � �+��%��follows; �� =�� %�� =�� +��[��% ��

�� =�� %� �++�� %� ; �� % �� independent auditor��̀ �� %�; ��% ��%��%�;� ��Q�% �� shall understand or communicate with the external auditor

2) The Audit Committee shall examine to ensure that the Company implement the appropriate and effective internal control and audit systems by collaborating with both the external auditor and the internal auditor.

3) The Audit Committee shall examine the business operations of the Company to ensure the compliance with the securities and exchange rules and regulations or the laws relevant to its business operations.

4) The Audit Committee shall select and propose to the Board of Directors an ��% �� %��O��$��% ��&��+��; �� +�&�� +� �� %�� $&�� $��%��% ��;��&��;��[�� of the person(s) assigned to audit the Company. The Board of Directors would accordingly propose the appointment of the Company’s auditor for the approval of the shareholders meeting.

5) The Audit Committee shall consider the disclosure of the Company’s �� %�� %��them to the Board of Directors and the shareholders meeting.

6) The Audit committee may seek for an opinion from independent specialist or expert which will be paid by the Company .

7) O�� %�� %��%�� %� �� appointment, rotation or lay off including assessment of the manager and the ��% ��U

8) To review and consider with the executives and internal audit manager on the following issues:

� ��=�� +� ��% �� %�%�� +��$��%�� from the executives

� � ��=��+��% �� %�� % ��U�� %+��%�;�� % ��U

� ��=��O��Q�% ��O� ��U�� =��%��%�� % ��;� ��% �+��%��%�� of the Internal Audit Association of Thailand and/or The United State of America internal audit institute control.

38


9) To review and amend the charter of Audit Committee on a yearly basis.

10) To provide the Audit Committee report, a disclosure in the annual report of the Company, signed by the Chairman of Audit committee.

11) Other tasks under the Board of Director’s requirement such as �� ;�� $��%�� +��&�� ;�� [�� &�� ;�� +� ��; ��[�� requested by laws. Even though, the Audit Committee is responsible directly to the Board of Directors, The Board of Directors is still responsible for its operations to the third parties.

#�;��&��%��~ �� $��+��%� modify the Audit committee’s scope of duty as necessary or appropriate. In operation according to the scope, duties and responsibilities, the Audit Committee shall have the rights to invite concerned Management, executives, or employees of the Company to report, provide opinion, join in meetings, or send documents deemed concerned and necessary

��/��%��

As of December 31, 2010, the Company has 11 Executives comprising the following persons:

;�<��;�� 1. Mr. Poonsak Thiapairat Managing Director 2. Mr. Tanongchai Thiapairat Director of Customs Department 3. Mr. Prapat Thiapairat Director of Customs Department��VU��U�* � �� ;�� ~ ��O��=��~�� 5. Mr. Songdej Sriprasert Director of Service and Maintenance Department 6. Mr. Chunlaphop Buranajanyakul Director of Information Technology Department 7. Mr. Nanthasit Leksrisakul Director of Account and Finance Department 8. Miss Juraiporn Thiapairat Director of Purchase and Administration��\U��U��$��=� �� ~ ��#��~�� 10. ��U�=��+�� *�� $��+� Director of Transport Department (Acting) 11. Lt. Narabest Thongdaeng Director of Alliance Department (Acting)

39


��&�'��=��>�� The Company does not have a Recruitment Committee, but there are selections and appointment criteria for Directors as stated in the Company’s Articles of Association, and the selected directors shall obtain approval from the Shareholders Meeting. The resolution of which requires majority votes of shareholders with the right to vote who attend the Meeting.

��&�'��1) The Company’s Board of Directors consists of 5 members, and not less

��~ �� %��* �+%��=�� %&��%�� %��$��;U

2) The Meeting of Shareholders elects Directors by majority of votes under the following methods:(1) A shareholder shall have one vote.(2) A shareholder shall cast a vote for election of Directors individually.(3) Persons who obtain highest votes in succession shall be elected

directors equal to the number of directors to be elected at the time; in the event which persons elected in succession receives equal votes and such number exceeds that of directors to be elected at the time, the Chairman shall have the rights of casting vote.

3) In every General Shareholders Meeting, 1 in 3 of Directors shall retire from directorship; if the number of Directors is not divisible by 3, the number �� H� ��@U�~ ��;�� and the second years after registration of the Company, lots will be drawn for whom to be retired; for later years, the Directors who hold the longest directorship shall retire. Directors who retire by term may be re-elected.

4) Any Director who wishes to resign, shall do so by submitting a resignation letter to the Company, which is effective from the date of the resignation letter reaching the Company.

5) In the event a directorship is vacant for whatever reason than retirement, the Board of Directors in the next Meeting shall elect a person with �� %�� %%��$� ��;�� &��[��when his tenure remains less than 2 months; the person who replace him shall be in the position only for the remaining period of the person whom he replaces. Board of Director’s resolution in accordance with paragraph 1 comprises of at least 3 in 4 of votes of remaining directors.

6) The Shareholders Meeting may vote to dismiss a Director before his due term by at least 3 in 4 of the votes of shareholders who attend the Meeting and have the rights to vote, and the total number of shares shall not be less than one half of all shares held by shareholders who attend the Meeting and have the rights to vote.

40


?�"��'�� Shareholders or Company Directors (as the case may be) shall appoint at least 3 Independent Directors to join the Board of Directors, to perform duties of Independent Directors of the Company. The criteria for their appointment rest upon the criteria for selection of the Company’s ~ ��&� ��;� �� %��%��% �� %��%�� %�� +�� %%��% �+�� O��$�Q��%�� %��[��+��Q��U� ��% �+�� &��%!��+�� %U�To be appointed as Company’s Independent Director, a person shall have academic �� &�� %�� +��[�� Q�� +��%�K ��&�work experience, and other appropriateness, for application to the Shareholders Meeting to appoint them as Company’s Independent Directors.

��#�� Shareholders or Company Directors (as the case may be) shall appoint at least 3 persons to join the Board of Directors, to perform duties of Audit Committee of the Company. Each of them shall be an Independent Director and their number shall be at ��@U�=�� % �+�� %��[��+��Q��U�;� �� $�� %��%��Q�% ��~ ��;�

HU�� #��% �+��H��% �+��O��$&��company, subsidiary, associated company. The shareholding is also included shares hold by related person.

2. The Audit Committee member must not be involved in the management of the Company, its subsidiary, its associated companies, other related companies and its major shareholders. (Present and 2 years retrospection)

@U� =��Q�% ��O� ��% �� % �� %��+��O��$&� �� % ��$&�its associated companies, other related companies and its major shareholders.

4. The Audit Committee member must not be related to nor be a relative of the Company’s executives or major shareholders.

5. The Audit Committee member must not be a nominee to protect the interests of the Board members, major shareholders, or other shareholders who are related to major shareholders.

6. The Audit Committee member must be able to independently perform the tasks, provide opinion, or report to the Board of Directors without �� O��$��+��&��%��&� ��relatives thereof and any other related persons thereto.

7. The Audit Committee member must not be related to nor be a relative of the external auditor. (Present and 2 years retrospection).

41


�� #�;��&�� Q�% ��O� ��;�� ;�� %��[�� Q�� +��%�K �� %�� % �� &� ��% �+�� +��%��$� �� Q�% ��O� ��U

� �=��>�� The Company does not have a board of executive recruitment director; however, it has a policy to recruit executives by selecting persons with knowledge, ability and experience concerning the business, and who shall be approved by the Board of Directors or the person assigned by the Company.

'��=��>�� <�� '�� In 2010, the Shareholders Meeting Resolution No. 1/2010, dated April 22, 2010 �� %�� ~ ��%�Q�% ��~ ��than 2,000,000 baht effective from April 2010 onward, consisting of

1. Meeting allowances for the 7 Board meetings, and 4 Audit Committee meetings as follows: Details of Director’s Meeting Allowance: 2007, 2008, 2009 and 2010

;�� 2007 2008 2009 2010

1. Mr. Poonsak Thiapairat 75,000 105,000 105,000 90,000

2. Mr. Tanongchai Thiapairat 50,000 70,000 70,000 60,000

3. Mr. Pairoj Thiapairat 50,000 70,000 70,000 60,000

4. Mr. Prapat Thiapairat 50,000 70,000 70,000 60,000

5. Mr. Poonyot Thiapairat 50,000 70,000 70,000 40,000

6. Mr. Chunlaphop Buranajanyakul 50,000 60,000 - -

7. Mr. Toru Iwata - 10,000 60,000 60,000

8. Mrs. Pochaman Pasawat 98,000 130,000 118,000 108,000

9. Mr. Pracha Phathayakorn 82,000 110,000 102,000 92,000

10. Assoc. Prof. Ruth Banomyong (Ph.D.) 62,000 92,000 102,000 92,000

11. Mr. Chinnavat Chinsangaram - - - 20,000

Total *567,000 *787,000 767,000 682,000

42


2. Director’s Compensation: 1,195,000. baht as follows:

;�� 1. Mr. Poonsak Thiapairat Chairman 170,000

2. Mrs. Pochaman Pasawat Independent Director / Chairman of the Audit Committee 150,000

3. Mr. Thanongchai Thiapairat Director 125,000

4. Mr. Pairoj Thiapairat Director 125,000

5. Mr. Prapat Thiapairat Director 125,000

6. Mr. Poonyot Thiapairat Director 83,000

7. Mr. Toru Iwata Director 125,000

8. Mr. Pracha Phathayakorn Independent Director / Audit Committee 125,000

9. Assoc. Prof. Ruth Banomyong (Ph.D.) Independent Director / Audit Committee 125,000

10. Mr. Chinnavat Chinsangaram Independent Director 42,000

� ��E=��>�� In the years 2007, 2008, 2009 and 2010, the remuneration for Executives is as follows:

�� 2007 2008 2009 2010No. �� No. �� No. �� No. ��

Salary and Bonus 8 15,222,354 8 17,315,410.75 10 17,808,116.75 11 19,929,481

Provident Fund 8 266,966 8 290,053.04 10 321,685.60 11 372,861

Total 15,489,320 17,605,463.79 18,129,802.35 20,302,342

� �<�@��

- None -

43


A��A�>��*�

The Board of Directors maintains the policy of Code of Best Practices and operates the business on the practice of good governance according to the 15 principles of good governance of the Stock Exchange of Thailand, detailed as follows:

)<�� A��A�>�� The Company is fully aware of the importance of good governance for transparency and enhancing capacity level in competitive management, inclusive of increasing ��%��%��%�� %&��%�� good governance, covering main principles as follows:

(1) To treat shareholders and stakeholders equally and justly to all.(2) To enhance value added to the business in the long run, manage operation

and risk prudently and carefully and be responsible to the operation of %��$�; �� $��%�� $&�� $��+��[ ��to shareholders.

�@�� =��$�� $��O��$�� U(4) The operation shall be transparent, ready for audit, inclusive of information

% �� %�� U(5) To set guidelines on ethics and code of conduct for Directors and

employees to observe.

+<� ��$��%�� The Company follows the policy to treat Shareholders and provide facilities to them equally, in attending Meetings, expressing their opinions and raising questions to the Meeting following the Meeting Agenda, and shall not do any act which restricts their receiving information and exercising their voting rights in the Shareholders Meeting. The Company has sent letters of invitation to the Meetings together with attached information for various agenda to Shareholders in advance by at least 7 days before the Meeting �� %��$� ��`�� %��[��+��O� ��%��Exchange of Thailand). For each agenda, there are Directors’ opinions attached for decision making and voting of Shareholders, and accurate and complete minutes of the Meeting for Shareholders to be examined.

44


In the event that any Shareholder cannot attend the Meeting, he shall be able to delegate a proxy. The Company provides an additional choice to Shareholders, proposing Independent Directors or Audit Committee as proxy, listing their names as proxy in the power of attorney attached to the Letter of Invitation to the meeting.

(<�� %��&� ��!�� The Company accords due importance to the rights of all groups of stakeholders, whether internal such as employees and executives of the Company, or external such as creditors, customers etc. being aware that support and opinions from all groups of stakeholders will be useful to the operation and development of the Company. The Company therefore will carefully observe the laws and prescription pertaining to the rights of said stakeholders. Further, the Company promotes cooperation between the Company and stakeholders of each group, in order to create solidity to the business of the Company under the following guidelines:

Employees : To treat employees with fairness and appropriate remuneration, including support on their knowledge and capability development through training and additional knowledge on their responsible duties, also in their selection to cooperate with the Executives in the formation of the Company’s objectives. This will enable employees realize their importance in the assignment from the Company, and for working towards the same direction and goal.

O��% ��=��%��% � �� %� ��+��UCustomers : To take care of and be responsible for customers, providing quality and

standard services, fast and on time, down to commitment to develop best service quality in response to customers’ requirements.

Society : To be responsible to society, according due importance to quality of life and community, so that the operation of the Company will be accepted and able to live in the same society forever. Further, the Company gives importance and maintains strict rules on employees in observing laws and governmental and authority regulations concerned.

45


B<�� /��% The Company’s policy is to provide facilities to Shareholders and allocation of �� +&�� % �+�� +��+ �� and set question in the meetings. The Chairman offers equal rights to Shareholders to examine operation of the Company, to inquire and present opinions and suggestions, with concerned Directors and Executives attending the Meeting to answer their enquiries. There shall be records of important questions and opinions in the minutes of the Meeting for further evaluation by shareholders.

C<�� "��D�� The Board of Directors consists of Directors who are knowledgeable, capable and experienced in operation and perform their duties in guidance and setting of policies, visions, strategies, goals, missions, business plans and budgets of the Company, �� +��%�+�� +�� %&�� $�and effectively under the framework of laws, objectives, regulations of the Company, and resolutions of Shareholders Meetings, with responsibility, discretion, care under the principle of Code of Best Practices. Further, the Board of Directors accords due importance and provides internal control system, internal audit, evaluation and management which are tight, continuous and effective, inclusive of constant operation follow up on the said ��U�=��O��$� �� _��Q�% ��`�� +��%�+��the Company’s business, and also perform audit, evaluation and follow up on the internal good governance systems of the Company and report directly to the Audit Committee, �� O��$�� %�� %�� %�� +��%�governance. The Board of Directors considers the prescription and separation of roles, duties and responsibilities among the Board and the Management, by prescribing clear levels of authority to operate, inclusive of communicating the said roles, duties and responsibilities regularly to Directors and employees.

E<�� #�F��&�?�� =��O��$��;�� &� ��%��% ��the problems carefully, honestly, reasonably and freely within the frameworks of good �� &�� $� �� O��$��;��&�; �� $��%�� +��U�=��%��~ ��%��$��$�� &��$�� $ �+�� %��%�� %� �� ;� � �+U�K��&�� +��%� ��[ ��Company and to be observed according to the criteria of the Stock Exchange of Thailand.

46


G<�� The Company upholds rightful actions as the guidelines of the Company’s business. The management and all employees of the Company shall have the joint duty in performing duties together with integrity under the framework of the law and the scope of each person’s responsibility. The Company has prepared employee work regulations, emphasizing on ethics and code of conduct in performing duties; the Company shall monitor said observance of the regulations regularly, inclusive of specification of disciplinary actions.

H<�� %�� &�;�I�=��>��'�� The Company has 9 Directors who are knowledgeable, capable and experienced in various aspects; six of them are representatives from the shareholders and are executives, and 3 Directors who are not executives but are Independent Directors who are Audit ~ ��U�=��Q�% ��~ �� % �+�� [��+�� %�� Q�% ��~ ��&� ��perform audit duties and balance the business management of various aspects of the O��$�� %��[ ��%��U

J<�� #�� "��&�� The Company prescribes that the structure of the Board of Directors consists of three Audit Committee and Independent Directors, in order to provide a balance of power and the audit of mangement. Though the Chairman and the Managing Director are the same person, he is eventually elected and appointed by the Board of Directors of the Company.

)-<�� &�'��=��>��&��#��"� � The Company maintains a policy to provide remuneration to Directors and �[�� %�� &�; ��%�� and approved by the Shareholders Meeting. Further, the provision of remunerations is related to the operation results of the Company, appropriate to duty and responsibility of each Director and Executive, in the forms of Director’s remuneration, meeting allowance and/or salary and bonus.

47


))<��/��%� The Board meeting are held regularly at least 4 times a year. In each meeting the Management prepares data and detailed information for Directors to use in their deliberation, during which the Chairman will allow them ample time to consider various agendas carefully, including expressing their opinions freely. Minutes are recorded in ;� � �+��%��%� ��%��[� �� U�=�� %��%�%�as follows

Attendance / Total Meetings (Times)Directors Audit Committee

2007 2008 2009 2010 2007 2008 2009 2010

1. Mr. Poonsak Thiapairat 5/5 7/7 7/7 6/6 - - - -

2. Mr. Pairoj Thiapairat 5/5 7/7 7/7 6/6 - - - -

3. Mr. Thanongchai Thiapairat 5/5 7/7 7/7 6/6 - - - -

4. Mr. Prapat Thiapairat 5/5 7/7 7/7 6/6 - - - -

5. Mr. Chunlaphop Buranachanyakul 5/5 6/7 - - - - - -

6. Mr. Poonyot Thiapairat 5/5 7/7 7/7 4/6 - - - -

7. Mr. Toru Iwata - 1/7 6/7 5/6 - - - -

8. Mrs. Pochaman Pasawat 5/5 7/7 7/7 6/6 4/4 5/5 4/4 4/4

9. Mr. Pracha Phathayakorn 5/5 6/7 6/7 6/6 4/4 5/5 3/4 4/4

10. Assoc. Prof. Ruth Banomyong (Ph.D.) 3/5 5/7 7/7 5/6 4/4 3/5 3/4 3/4

11. Mr. Chinnavat Chinsangaram - - - 2/6 - - - -

)+<� ��I��

Other than the Board of Directors, the Company also has an Audit Committee to � �� %�� %�� $��%��[ � � �$� ��operation as follows:

Names Title

1. Mrs. Pochaman Pasawat Chairman of the Audit Committee2. Mr. Pracha Phathayakorn Audit Committee3. Assoc. Prof. Ruth Banomyong (Ph.D.) Audit Committee

48


'��"��

� H��=��Q�% ��O� �� ;��O��$�� accuracy and adequacy. The Audit Committee shall cooperate with an external ��% ��%� ��O��$��[�� +��$��%�� reports. The Audit Committee may recommend the auditor to audit or examine any �� +� ��%�� +�� %��% � �+��%��;��

� � ��=�� %�� =�� +��[��% �� =�� %��++�� %�; �� % �� independent auditor� � �� `�� %�; �� % ��%��%�;� �� Q�% �� committee shall understand or communicate with the external auditor 2) The Audit Committee shall examine to ensure that the Company implement the appropriate and effective internal control and audit systems by collaborating with both the external auditor and the internal auditor. 3) The Audit Committee shall examine the business operations of the Company to ensure the compliance with the securities and exchange rules and regulations or the laws relevant to its business operations. 4) The Audit Committee shall select and propose to the Board of Directors ��% �� %��O��$��% ��&��+��; �� +�&� �� +� �� %�� $&�� $��%��% ��;��&��;�� [�� person(s) assigned to audit the Company. The Board of Directors would accordingly propose the appointment of the Company’s auditor for the approval of the shareholders meeting. 5) The Audit Committee shall consider the disclosure of the Company’s �� %�� %��the Board of Directors and the shareholders meeting. 6) The Audit committee may seek for an opinion from independent specialist or expert which will be paid by the Company . 7) Consider the independent of each office function and to approve for appointment, rotation or lay off including assessment of the manager and the internal ��% ��U 8) To review and consider with the executives and internal audit manager on the following issues:

� �� =�� +� ��% �� %�%�� +��$��%�� from the executives

49


� �� =��+��% �� %�� % ��U�� %+��%�;�� % ��U� �� =��O��Q�% ��O� ��U� �� =��%��%�� % ��;� ��% �+��%��%�� of the Internal Audit Association of Thailand and/or The United State of America internal audit institute control.

9) To review and amend the charter of Audit Committee on a yearly basis. 10) To provide the Audit Committee report, a disclosure in the annual report of the Company, signed by the Chairman of Audit committee. 11) Other tasks under the Board of Director’s requirement such as review the �� $��%�� +��&�� ;�� [�� &�� ;�� +� ��; ��[�� %��$��;U� Even though, the Audit Committee is responsible directly to the Board of Directors, The Board of Directors is still responsible for its operations to the third parties. In operation according to the scope, duties and responsibilities, the Audit Committee shall have the rights to invite concerned Management, executives, or employees of the Company to report, provide opinion, join in meetings, or send documents deemed concerned and necessary � #�;��&��%��~ �� $��+��%��% �$�the Audit committee’s scope of duty as necessary or appropriate.

)(<�� /��&��/��%�� =��%��~ �� O��$U�The said financial statement is prepared under the general standard of accounting acceptable in Thailand and audited by auditors the Securities and Exchange Commission and the Stock Exchange, whom are authorized by The Audit Committee shall audit quality �� &� �� %�� U�=��Q�% ��O� �� to the Board of directors and the Shareholders Meeting respectively.

)B<�� "�:��>�� The Board of directors accords importance to the revelation of correct, complete, ��%�� &�� %�+�� &��%��information important and effective to the stock price of the Company, all of which affect the decision procedure of investors and stakeholders of the /company; an Investor Relations `�� %�� O��$�� % � �� shareholders, investors and the public, through information channels and media of the

50


Stock Exchange of Thailand and through website www.eternity.co.th of the Company and also communication means through e-mail address [email protected] or at telephone number 0 2315 7401, and Facsimile 0 2315 7300

#��&�?��K��%�

The Company maintains rules, regulations to Directors, Executives and employees ��%��%!�� O��$&��%�� %!�� &�;��% �� % ��&�whether for remuneration or not, including not to buy, sell, transfer or receive transfer of securities of the Company by using secrets and/or internal information and/or entering �� +��$ �+��%�� %!�� O��$&�;� ��cause damage to the Company, whether direct or indirect. Further, Directors, Executives and employees in the work units which receive internal information of the company shall not make use of the said information prior to their release to the public and should refrain ��% �+� �� O��$� �� %�� statements are released to the public. This regulation shall also apply to spouses and immature children of Directors, Executives and employees of the Company Further, the Company has informed the Directors and Executives to understand their responsibility in holding securities of self, spouse and immature children in the Company/inclusive of change in securities holding to the Securities and Exchange Commission and the Stock Exchange according to Article 59 and penalty Article 275 of the Securities and Stock Exchange Act B.E. 1992. For this end, the Company has set disciplinary actions �� ;�� +� �� O��$�� them such that they may cause damage to the /Company, by considering disciplinary actions as appropriate in each case such as verbal or written warning, probation, down to termination of employment by dismissal, discharge, resignation or as the case may be onwards.

?��#��

The Company acknowledges the necessity and importance of the internal control $�� +��%��&��$� � � �+�� % �+�� %�� $�� U� The Board of Directors assigns the Audit Committee to audit the internal control systems of the Company for appropriateness, expediency and to report directly to the ��%�; ��_��Q�% ��`��%��$��% ��%�� +�� % ��%�� %�� $�� $��U�

51


The Audit Committee shall jointly hold meetings with the Auditors at least once ��>�� +�� $��%� �� %�� $�;� ��%��%�Meeting every time. In the event there are observations or recommendation important to damages, the Audit Committee shall report to the Board of Directors for improvement and development �� $�� $U�� #�;��&� ��%��% �� Q�% ��O� �� O��$�� %�� $�� business.

'�>�� The dividend payment policy of the Company is to pay out at the rate not less than @?�� [��%��+�� $��U�#�;��&�in the payment of dividend, the following factors are to be considered: operating result ��%�� O��$&� � �� % �$&�� [�� %�� involving the management of the Company. The said dividend payment shall receive consent from the Shareholders Meeting as is appropriate and also consent from the Board of Directors.

'�>��"� ��"�� :��&��:�$

Year Annual Dividend (Baht per share)

Remark

2006 0.11 Resolution of the annual General Shareholders Meeting 2007 approved dividend payment on April 23, 2007

2007 0.11 Resolution of the annual General Shareholders Meeting 2008 approved dividend payment on May 20, 2008



52

To: The shareholders

The Audit Committee of Eternity Grand Logistics Public Company Limited comprises of three independent directors, Mrs. Pochaman Pasawat, Audit Committee Chairman, Mr. Pracha Phathayakorn and Assoc. Prof. Ruth Banomyong (PhD), Audit O� ��~ ��&�; ��_��Q�% ��`��+��%��$�� Audit Committee.� =��Q�% ��O� ��%�� $��% �+��&�%�� %�responsibility assigned by the Board of Directors that complied with the Regulation of the Stock Exchange of Thailand. There were 4 Audit committee meeting in 2010. Each Audit Committee Directors attended every meeting with management executives, external auditors, internal auditors, and compliance section when appropriate, pertaining to the following issues:� �� ;�� %�� ?H?&�;� �� ;�%��%�audited by external auditors and by questioning and listening to the management and ��[��% �� &�� +� ��%��the financial statements, material accounting items, and the information disclosure, ��;��%+ �+�� % �� [��% �� $��?H?&��%�meeting with the external auditors with no management attended. The Audit Committee �+��%�; ��[��% �� ;��%�� +��general accepted accounting principles. Review the operation information and the internal control system, to evaluate the sufficiency, appropriateness and effectiveness of internal control system, the Audit Committee had opinion that the Company had good internal control system and the system to monitor the operation of its subsidiaries that was appropriate and effective.Review the internal audit, by considered the mission, scope of work, duties and responsibilities, manpower, budget and independency of the internal Audit Division. The Audit Committee had opinion that the Company had the internal audit that was appropriate and effective. Review compliance with the Securities and Exchange Acts, Regulations of the Stock Exchange of Thailand (SET), and any other relevant law, including the compliance with the Company’s requirement and obligations to external parties. The Audit Committee % %��%��$� +� �� ;&��+�� %� ��O��$��obligations to external parties. Consider the connected transactions or transactions that may have conflict of interests to comply with the law and Regulation of the Stock Exchange of Thailand (SET). =��[��% ��%�� +� �� ; �� %�persons were disclosed and shown in the Financial Statements and Note to Financial Statement and the Audit Committee had opinion as same as the external auditors and

Reports of the Audit Committee

53

�� %��%�� ;��%�� business of the Company and were disclosed correctly and completely. Review and Amend the Audit Committee Charter to the Board of Directors about the �� %��%�� %�� Q�% ��O� ��$�with the amended Regulations of the SEC and the SET. Consider Appointing the External Auditors and their audit fee the Year 2011 to propose to the Board of Directors to ask for the approval of the Annual Shareholder’s Meeting for the year 2011, which the Audit Committee considered the external auditors that are independent. According to the selection criteria, the Audit Committee proposed �� +��U�� O�� %�� Q��=�� %��U�VVJI�� &�O�� %�� Q��=�� %��U�V@?"��U��$��} ;�� O�� %�� Q��=�� %��U�IVJ"�� Q�% ��O�U&��%U� �=��serve as the Company’s external auditor for the year 2011. In summary, the Audit Committee had fulfilled the responsibility of the Audit Committee Charter that was approved by the Board of Directors and found that the Company disclosed financial and operation information correctly, completely, had appropriate and effectiveness internal control and audit, regulations and obligations, disclosed the connected transactions correctly, and also had selection criteria to propose the independent persons to serve as the external auditors and proposed their audit fee.

February 24, 2011 On behalf of the Audit Committee

(Mrs. Pochaman Pasawat) Chairman of the Audit Committee

Reports of the Audit Committee

54

Related Transactions

1. Related Transaction taken place in 2010 between the company (ETG) and related companies and persons

��"��L�M��

�� D��

;�� ""��"��&��

1.1 Eternity Transport Co.,Ltd. (ETC)

?��&��>��:� ��A� �� &��%� �� &�� >��*��>�%� �� "� �� %� "�� %� � �� >��<��A��>��

12,000.00 The Audit Committee has an opinion that administration services provided to members in the group are in line with the group's policy on centralization of administration and ��;��<��pricing policy. Therefore, those transactions deem appropriate and resasonable

��$ ETG's loans from ETC came from the purchase of properties from ETC and charged interest based on MOR-1% by a commercial bank

��%��&��:��%��%��"��>�� !��="��?��="��

19,499,635.24---

19,499,635.24

491,831.85966,113.75

The Audit Committee has acknowledged that the loans are necessary to business operation. The loans are for a proper purchase of assets for operation. Therefore, those transactions deem reasonable and acceptable.

55



��"��L�M��

�� D��

;�� ""��"��&��

1.2 Eternity Logistics Co.,Ltd (ETL)

?�� &�� %�� "��>�� $��A�"��>�� "��>��%�� %��!��EI:��!�*��<��"��%�"�� "��<��A��CI)-�"��&��P��%��*��<

31,600.00 The Audit Committee has an opinion that those transactions are reasonable because the group has policy of making each company in ��+�� %� ��%U�ETL is specialized in warehousing and 4-wheeled truck services. Subsequently, it's necessary for ETL to hire ETG to transport cargoes for certain customes who want large trucks(6-wheeled trucks, trailers). The prices are reasonable and business conditions are normal.

I��&��#�� >��$��A�"��>��&�� >��<��"��%�"�� !��"��<�

�@��%��>��

108,881.46

-

The Audit Committee has an opinion that those transactions are reasonable. The prices are reasonable and business conditions are normal.

56


��"��L�M��

�� D��

;�� ""��"��&��

#��&��"��$��A�� "��%��%�BI:��!�<��"��%�"�� "��<� ��A�� CI)-�"��o��&��%��AP��*��A��<

��"� ��

95,951.27

114,094.90

The Audit Committee has an opinion that those transactions are reasonable because the group has policy of making each company in ��+�� %� ��%U�ETL is specialized in 4-wheeled truck services. Subsequently, it's necessary for ETG to hire ETL to transport cargoes using 4-wheeled trucks. The prices are reasonable and business conditions are normal.

?��&��>��$��A��&��"��>��%��>�� %� �� &��*� �� %*�"�� *��&�� % *� ��*�� %��*��&�� %��>��"��*��>�%��"��%�"�� %� �� >�� <� ��A� ��>��<@��%��@��>��>��"� ��

1,379,308.93

8,840.79300.00

The Audit Committee has an opinion that administration services provided to members in the group are in line with the group's policy on centralization of administration and supports as ;��<�� +�� $U��Therefore, those transactions deem appropriate and resasonable.


57


��"��LM��

�� D��

;�� ""��"��&��

��$��A�� :��!�%��"��%��/@�I)R�� !<

��%��&��:��%��%��%��"��"� ��%��"��%��?��

45,100,000.00

82,000,000.00(108,760,000.00)

18,340,000.00609,929.34

1,442,369.70

The Audit Committee has acknowledged that lending is necessary for business operation to use as working capital and liquidity stability. Therefore, those transactions deem reasonable and acceptable.

��>��="��:� ��A� "� �� &�� >�%��%��>��:��!��"��"�� <@��%��="��@��"� ��

141,892.58

-

-

The Audit Committee has an

opinion that those transactions are

reasonable. The price ETG has paid

to ETL is reasonable and business

conditions are normal. Therefore,

those transactions deem reasonable

and acceptable.


58


��"��L�M��

�� D��

;�� ""��"��&��

1.3 Eternity Consulting and Service Co., Ltd. (ECS)

��&��: ETG pays ECS ��%�� with a market price policy. ��>��="��:��={��$��O��rent and common services with a market price policy.

@��%Accrued expensesTrade account payablesDeposit for rent

4,024,854.69

4,193,730.53

117,951.64127,577.10553,225.00

The Audit Committee has an opinion that those transactions are reasonable. The price ETG has paid to ECS is reasonable and business conditions are normal. Therefore, those transactions deem reasonable and acceptable.

?�� &�� > � �� : ETG earns the income from providing services in accounting and finance , human resources and training, procurement and administration, information technology, having a clear pricing policy accordingly to the service contracts. ETG has calculated the service rate to its actual costs.

Outstanding balanceAccrued management incomeOther account receivables

24,000.00

--

The Audit Committee has an opinion that administration services provided to members in the group are in line with the group's policy on centralization of administration and supports as well as ��<�� +�� $U��=��&�those transactions deem appropriate and resasonable.


59


��"��L�M��

�� D��

;�� ""��"��&��

��: ETG lends money to ECS to use as working capital and as pay long term loan. And charges interest based on MOR-1% quoted by a commercial bank.

Balance brought forward at the beginningAdditional during the periodRepayment during the periodEnding balance at the endAccured interest incomeInterest income

138,013,689.76-

(4,900,000.00)133,113,689.76

6,382,489.346,382,489.39

The Audit Committee has acknowledged that lending is necessary for business operation to use as working capital and liquidity stability. Therefore, those transactions deem reasonable and acceptable.


60



��"��L�M��

�� D��

;�� ""��"��&��

1.4 Pands Group Logistics Co., Ltd. (PGL)

?��&��%��"��>��: ETG provides transportation services to PGL using trailer trucks appropriate to each type of cargoes. The pricing policy is based on trip rate. ETG hires PGL at the 5-10 percent discount from the rate charged to ETG’s customers, the same rate ETG hires its subcontractors.

@��%��Trade accounte receivable

2,448,917.55

608,600.00

The Audit Committee has an opinion that those transactions are reasonable because the group has policy of making each company in ��+�� %� ��%U�PGL is specialized in bulk cargo transportation using a dump platform trucks. Subsequently, it's necessary for ETG provide transportation services to certain customes using a trailer appropriate to each type of cargoes. The prices are reasonable and business conditions are normal.

#��&��"��$� ETG hires PGL to transport bulk cargoes using trailer trucks with dump platform. The pricing policy is based on trip rate. ETG hires PGL at the 5-10 percent discount from the rate charged to ETG's customers, the same rate ETG hires its subcontractors.

@��% Trade account payables Accrued expenses

6,141,805.85

1,199,426.722,015,029.99

The Audit Committee has an opinion that those transactions are reasonable because the group has policy of making each company in ��+�� %� ��%U�PGL is specialized in bulk cargo transportation using trailer trucks with dump platform. It's necessary for ETG provide transportation services to certain customes using a trailer appropriate to each type of cargoes. The prices are reasonable and business conditions are normal.

61



��"��LM��

��

�� D��

;�� ""��"��&��

?��&��>��$�ETG earns the income from vehicle and tyres maintenance services

@��%��Other account receivables Accrued management incomeAdvance payment

6,996,101.04

6,169,240.95605,614.07

2,226.00

The Audit Committee has an opinion that administration services provided to members in the group are in line with the group's policy on centralization of administration and ��;��<��pricing policy. Therefore, those transactions deem appropriate and reasonable.

��: ETG lends money to PGL to use as working capital and charges interest based on MOR-1% quoted by commercial bank.Balance brought forward at the beginningRepayment during the periodAdditional during the periodEnding balance at the endAccured interest incomeInterest income

37,800,000.00

(9,500,000.00)5,500,000.00

33,800,000.001,661,964.831,661,964.83

The Audit Committee has acknowledged that lending is necessary for business operation to use as working capital and liquidity stability. Therfore, those transactions deem reasonable and acceptable.

62


��"��L�M��

�� D��

;�� ""��"��&��

?��&��$ ETG sells oils to PGL at the prices of ETG's costs

@��%��Trade account receivables

27,814,303.22

19,556,652.89

The Audit Committee has an opinion that administration services provided to members in the group are in line with the group's policy on centralization of administration and supports as well as ��<�� +�� $U� �=��&�those transactions deem appropriate and resasonable.

?��&��#�� >��$�ETG provide customs formality services to PGL .The pricing policy is based on market price rate.

4,200.00 The Audit Committee has an opinion that those transactions are reasonable. The prices are reasonable and business conditions are normal.

HUI�Q �� *� ��Co.,Ltd.

?�� &�� >�� $ ETG earns the income f rom prov id ing services in human resources services , building space and information technology, having a clear pricing policy accordingly to the service contracts. ETG has calculated the service rate to its actual costs.@��%��Trade account receivablesOther account receivables

1,385,244.74

113,616.82



63



��"��L�M��

�� D��

;�� ""��"��&��

#��&��$��={��$��Q �� *� ��commission for acquiring cutomers to ETG. The pricing policy is based on market price rate.

@��%��Accrued expenseOther account payable

1,531,338.09

--


64


2. Related Transaction taken place in 2010 between ETL and related companies and persons

��"��L�M��

�� D��

;�� ""��"��&��

2.1 ECS #��&��>��$�ETL pays ECS warehouse rent and common service fees at the market rate.

��>��="��:��=��$��O��rent and common service fees at the market rate.

��="��$��=��$��O��%�common service fees at the market rate.

@��%@��"� ��="��'�"��&��

6,049,626.18

258,902.35

-

913.2633,918.01485,470.00

The Audit Committee has an opinion that those transaction is reasonable and the prices are reasonable and business conditions are normal.

65


2. Related Transaction taken place in 2010 between ETL and related companies and persons

��"��L�M��

�� D��

;�� ""��"��&��

2.2 Eternity Trade Co. Ltd. (ETT)

?��&��>��&��$ETL provides warehousing services to ETT to stock general cargoes. The warehousing rate charges to ETT is the same rate that ETL charges to other general customers.

Outstanding balanceTrade account receivables

90,617.09

31,230.00


2.3 Directors ��: ETL borrows money from Directors to use as working capital and pays interest based on MOR-1% quoted by a commercial bank.

Balance brought forward at the beginningRepayment during the periodAdditional during the periodEnding balance at the endAccured interest expensesInterest expenses

6,864,859.81

(300,000.00)-

6,564,859.81353,565.37353,565.37

The Audit Committee has acknowledged that lending is necessary for business operation to use as working capital and liquidity stability. ETL still wants that loan even in the future. Therefore, those transactions are reasonable and acceptable. In addition, ETL has a clear policy of related transaction concerning loans and others as well as measures and procedures to approve future related transaction.

66


3. Relate Transaction taken place in 2010 between ECS and related companies and persons.

��"��LM��

��

�� D��

;�� ""��"��&��

3.1 ETL ?��&��>��$��O�� =��rental fees and common service fees at the market rate

@��%Trade account Receivables Rent deposit received

6,308,528.53

34,831.27485,470.00

The Audit Committee has an opinion that those transaction are reasonable the prices are reasonable and business conditions are normal.

3.2 Directors ��$�ECS borrows money from Directors to use as working capital and pays interest based on MOR-1% quoted by a commercial bank.Balance brought forward at the beginningRepayment during the periodAdditional during the periodEnding balance at the end��="��?��="��

4,925,438.70--

4,925,438.70434,477.39256,770.53

The Audit Committee has acknowledged that lending is necessary for business operationto use as working capital and liquidity stability. ECS still wants that loan even in the future. Therefore, those transactions are reasonable and acceptable. In addition, ECS has a clear policy of related transaction concerning loans and others as well as measures and procedures to approve future related transaction.

67


4. Related Transaction taken place in 2010 between PGL and related companies and persons

��"��L�M��

�� D��

;�� ""��"��&��

4.1 Pands Nakhonluang Co., Ltd.

?��&��%��"��>��$�PGL provides transportation services to Pands Nakhonluang at the market prices. The pricing policy is based on trip rate.

@��%��>��@��>��

1,749,581.35

447,474.27-


#��&��>��$�PGL pays Pand Nakhonluang warehouse rent and port service fees at the market price.#��&��$ �{��$��%��+��rental and utilities fees at the market price.#��&��S��$��{��$��%��+��rental and utilities fees at the market price.

@��%��"��"��="��"� ��

10,077,243.46

3,445,296.50

108,653.67

414,000.001,451,290.672,432,383.59


68



��"��L�M��

�� D��

;�� ""��"��&��

?��&��%��"��>��$�PGL sells products to Pand nakornluang at the market prices.

1,846.00 The Audit Committee has an opinion that those transactions are reasonable. The prices are reasonable and business conditions are normal.

4.2 Nakhonluang Transport Ltd. Part.

��$�PGL lends money to Nakhonluang Transport Ltd. Part. to use as working capital and charges interest based on MOR-1% quoted by commercial bank.Balance brought forward at the beginningRepayment during the periodOffsettingEnding balance at the end��?��

----

119,894.04

-

The Audit Committee has acknowledged that lending is necessary for business operation to use as working capital and liquidity stability. ECS still wants that loan even in the future. Therefore, those transactions are reasonable and acceptable.

69



��"��L�M��

�� D��

;�� ""��"��&��

�� $ PGL borrows money from Nakhonluang Transport Ltd. Part. to use as working capital and charges interest based on MOR-1% quoted by commercial bank.Balance brought forward at the beginningRepayment during the periodTransferred from asset payablesEnding balance at the end��="��?��="��

--

450,005.24-

The Audit Committee has acknowledged that lending is necessary for business operation to use as working capital and liquidity stability. PGL still wants that loan even in the future. Therefore, those transactions are reasonable and acceptable. In addition, PGL has a clear policy of related transaction concerning loans and others as well as measures and procedures to approve future related transaction.

70



��"��L�M��

�� D��

;�� ""��"��&��

4.3 Directors ��$�PGL borrows money from Directors and pays interest based on MOR-1% quoted by a commercial bank.Balance brought forward at the beginningRepayment during the periodAdditional during the periodEnding balance at the end��="��?��="��

200,000.00-

1,000,000.001,200,000.00

77,173.0761,711.21

The Audit Committee has acknowledged that lending is necessary for business operation to use as working capital and liquidity stability for a short term. Therefore, those transactions are reasonable and acceptable.

#��&��$�PGL pays for stock piles area rental fees at the market price.Cost of sell & administration : PGL pays for office rental and utilities fees at the market price.

'�"��&��="��="��

1,255,200.00

13,800.00

96,000.00100,000.00


71

��"��L�M��

�� D��

;�� ""��"��&��

4.4 P&S Barite Mining Co.,Ltd.

?��&��"��>��: PGL provides transportation services to P&S Barite Mining Co.,Ltd. at the market prices. The pricing policy is based on trip rate.

@��%��>��

3,797,880.10

619,479.76


#��&��>��$�PGL pay for storage charges at the market price.@��%��"� ��

553,500.00

592,245.00



72

9.2 Necessity and Appropriateness of Related Transactions All the related transactions were appropriate. Conditions associated with these transactions were according to normal business practices and at fair market value. There were no special terms and conditions between the Company and/or subsidiaries and the related parties. Price and fee quotation were in accordance with the market which were comparable to normal business transactions with a third party and caused no loss in the interests of the Company and subsidiaries. For extraordinary transactions between related parties such as borrowing �� [�� %�;�� +�� %� ��+��% �� institutions as a normal business course, the Company and subsidiaries did not incur any expense from issuing the guarantees. All such transactions arose out of necessity and did not affect the Company and subsidiaries’ interests. The Audit Committee had considered these related transactions and opined ��$�;��$&�� %�� O��$��%!�� % �� U

9.3 Measure or Procedures in the Approval of Interrelated Transactions The approval of related transactions between the Company and/or subsidiaries were reviewed by the Board of Directors of the Company and/or of subsidiaries. The interest of the Company always has priority over other considerations. � K�� $� �� ; �� %� �� ;� �� $� �� interests, the Company will seek an opinion from the Audit Committee on the necessity and appropriateness of such transactions. In case that the Audit Committee does not posse the required experience, the Company will seek opinion from an independent consultant or the Company’s auditor to be used to support the decision to be made by the Board of Directors or the shareholders. Such transactions shall be declared in the ��% ��%�� U


73

9.4 Policy or Tendency of Related Transactions The Board of Directors and the Audit Committee shall determine the policy and approve the related transactions. Members who may have interests in the transactions or �� U�� Tendency of the future related transactions in inter-company borrowing to �� %�� % �+�� &�;��%�� %��+�� $� ��%� �� +� �� $� ; �� %� �[�� +� �� $� ��% �+� ��market conditions and practices and with the Company’s interests as the main priority. The Audit Committee shall opine for all such transactions.� {�� &� ��<��$� �� ;�� O��$� ��%!�� % �� %� �� %� �� ;�� $� �� ; �� +��$� �� %��$� �� +� �� investment in operating assets and for working capital. The Company and/or subsidiaries do not incur any expense from the guarantee. The Company and/or subsidiaries have �� $� �� +��+�� %��$�;��$�� securing a credit line in the future. The Company and/or subsidiaries will gradually reduce +��;��$�� [ � �+��% �� such reduction does not affect the existing credit lines.� ��;��$�� %�� <��$�are in the process of settlement but may continue be utilized in the near future as working �� U�=��%��% � ��$��%�� $�� +��of the group of companies. The Board of Directors shall ensure that the related transactions that may cause �� $�; ��;&��&��%��+�� pertaining to the securities and stock exchange of Thailand including the disclosure of related transactions, sales or purchase of assets of the Company and subsidiaries and �� +��%��%�� %��$��_�� O�� %�Q��%�Q�% ��of Thailand.


74

Explanation and Analysis of Financial Position and Operating Results

@"��%�� =��O��$��?H?�;��HJUI�� @U\"��%��@U?V� �� ??\U=�� O��$� ��%� �� % �� +��%� �� HVUII� �� @U�@��%��HIUH@� �� ??\U

��>�� Total revenue of the Company in 2010 and 2009 were Baht 779.80 million and Baht 733.78 million respectively. This is equivalent to an increase of 6.27% on the annual basis. Most of the revenue came from Transportation and Customs services. Most of the revenue from service was from Transportation service, which were Baht 648.33 million and Baht 611.65 million in 2010 and 2009 respectively representing an increase of 6.00%.

As for the Company and subsidiaries, the total revenue was Baht 1,047.26 million and Baht 978.66 million in 2010 and 2009 respectively or 7.01 increase. Most of the revenue came from Transportation and Customs services. Most of the revenue from service was from Transportation service, which were Baht 788.98 million and Baht 714.37 million in 2010 and 2009 respectively or equivalent of 10.44% increase.

#��&� ��>�� The Company’s cost of services was 9.87% higher from Baht 606.63 million in 2009 to Baht 666.52 million in 2010 due mainly to the increase in the cost of transportation, such as fuel price and vehicle maintenance.

For the Company and subsidiaries, cost of services was Baht 838.54 million and Baht 747.10 million in 2010 and 2009 respectively equivalent to 12.24% increase. The main cause of the increase was from the increase in the cost of transportation, such as fuel price and vehicle maintenance.

��%��>��="�� Increase in selling and administrative expenses of the Company by 17.81% from Baht 49.58 million in 2009 to Baht 58.41 million in 2010 was attributable mainly to the increase in personnel expenses.

75

Increase in selling and administrative expenses of the Company and subsidiaries by 11.25% from Baht 55.20 million in 2009 to Baht 61.42 million in 2010 was attributable mainly to the increase in personnel expenses.

�� %�� The increase of 0.47% in the Company’s total assets to Baht 837.25 million in 2010 from Baht 833.33 million in 2009 were a result of the increase in the account receivables.

The decrease of 3.63% in the total assets of the Company and subsidiaries from Baht 911.57 million in 2009 to Baht 878.45 million in 2010 was mainly due to the sales of vehicles.

�� The decrease of the total liabilities of the Company by 2.15% from Baht 375.46 �� ??\��@"JUV"� �� ?H?�;��%�� $��%�� lease contract outstanding and long-term borrowing from banks.

The Company and subsidiaries’ total liabilities decreased by 8.87% from Baht 443.37 million in 2009 to Baht 404.04 million in 2010 was due mainly to the decrease in �� % �+��%��+<��; �+��U

�� Increase in retained earnings was the main cause of the increase in shareholders’ equity of the Company by 2.62% from Baht 457.80 million in 2009 to Baht 467.79 million in 2010.

As for the Company and subsidiaries, the increase in retained earnings was the main caused of the increase in shareholders’ equity by 1.32% from Baht 468.20 million in 2009 to Baht 474.40 million in 2010.

Explanation and Analysis of Financial Position and Operating Results

76

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Eternity Grand Logistic Public Company Limited

I have audited the accompanying consolidated and separate balance sheets as at 31 December 2010 and 2009 and the related consolidated and separate statements of income, changes in shareholders’ equity and cash flows for the years then ended of Eternity Grand Logistic Public Company Limited and its subsidiaries, and of Eternity Grand Logistic Public Company Limited, respectively. The Company’s management is responsible for the correctness and completeness of information in these financial state-ments. My responsibility is to express an opinion on these financial statements based on my audits.

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 the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the consolidated and separate financial positions as at 31 December 2010 and 2009, and the results of their operations and cash flows for the years then ended of Eternity Grand Logistic Public Company Limited and its subsidiaries, and of Eternity Grand Logistic Public Company Limited, respectively in accordance with generally accepted accounting principles.

. SP Audit Company Limited

(Mr. Suchart Panitcharoen) Certified Public Accountant (Thailand) No. 4475Bangkok24 February 2011

77

ETERNITY GRAND LOGISTICS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESBALANCE SHEETSAS AT 31 DECEMBER 2010 AND 2009

(Unit : Baht)

Consolidated financial statements Separate financial statements

Notes 2010 2009 2010 2009

ASSETS

Current Assets

Cash and cash equivalents 23,020,012.39 47,397,853.40 12,991,498.93 34,218,091.26

Current investment,net 6 7,918,562.99 7,802,645.62 7,918,562.99 7,802,645.62

�� 7 210,465,099.32 182,677,991.45 148,560,044.23 120,133,343.14

Trade accounts receivable - related parties,net 5.1,8 1,237,080.93 2,287,745.34 20,336,649.71 331,581.76

Advance payment of custom brokerage,net 9 20,513,486.90 17,030,502.77 20,513,486.90 17,031,005.77

Inventories, net 10 2,803,116.05 6,376,661.59 - -

Other current assets,net 11 34,045,008.53 34,086,022.01 42,587,868.81 25,282,443.23

Total Current Assets 300,002,367.11 297,659,422.18 252,908,111.57 204,799,110.78

Non-Current Assets

Long-term loans to related parties 5.1 - - 185,253,689.76 220,913,689.76

Investments in subsidiary companies,net 12 - - 75,348,647.95 65,348,647.95

Property, plant and equipment, net 13 551,422,405.09 589,994,551.31 309,600,913.54 329,691,899.14

Intangible assets,net 14 4,199,664.50 5,846,489.85 4,148,933.51 5,714,098.86

Other non-current assets,net 15 22,823,037.38 18,072,893.72 9,989,147.71 6,865,481.27

Total Non-Current Assets 578,445,106.97 613,913,934.88 584,341,332.47 628,533,816.98

TOTAL ASSETS 878,447,474.08 911,573,357.06 837,249,444.04 833,332,927.76

BALANCE SHEETS

Notes to financial statements are an integral part of these financial statements

78

BALANCE SHEETS

ETERNITY GRAND LOGISTICS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETSAS AT 31 DECEMBER 2010 AND 2009

(Unit : Baht) Consolidated financial statements Separate financial statements

Notes 2010 2009 2010 2009

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Bank overdrafts and short-term loans fromfinancial institutions

16 143,881,101.32 140,000,000.00 143,881,101.32 140,000,000.00

Trade accounts payable 72,227,158.66 67,634,945.74 56,893,040.33 36,588,727.95

Trade accounts payable - related parties 5.1 3,024,628.59 1,296,297.30 1,441,098.72 619,202.20

Current portion of long-term liabilities 18,19 51,929,749.15 80,987,080.41 37,204,707.02 62,633,514.49

Accrued corporate income tax - 118,765.02 - -

Other current liabilities 17 32,610,748.08 21,918,145.08 30,029,215.89 17,232,857.86

Total Current Liabilities 303,673,385.80 311,955,233.55 269,449,163.28 257,074,302.50

Non-Current Liabilities

Long-term loans from related parties 5.1 12,690,298.51 11,990,298.51 19,499,635.24 19,499,635.24

Obligation under finance lease, net 18 18,305,303.44 35,898,629.42 12,639,261.71 17,451,296.78

Long-term loans from bank, net 19 67,896,239.63 82,409,040.81 65,872,892.65 81,503,202.31

Other non-current liabilities 1,479,130.00 1,119,130.00 - -

Total Non-Current Liabilities 100,370,971.58 131,417,098.74 98,011,789.60 118,454,134.33

TOTAL LIABILITIES 404,044,357.38 443,372,332.29 367,460,952.88 375,528,436.83


79

BALANCE SHEETS

ETERNITY GRAND LOGISTICS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESBALANCE SHEETS AS AT 31 DECEMBER 2010 AND 2009

(Unit : Baht)


Notes 2010 2009 2010 2009

Shareholders’ Equity

Share capital 20

Authorised share capital

140,000,000 ordinary shares of Baht 1.00 each 140,000,000.00 140,000,000.00 140,000,000.00 140,000,000.00

Issued and paid up share capital

140,000,000 ordinary shares of Baht 1.00 each

140,000,000.00 140,000,000.00 140,000,000.00 140,000,000.00

Premium on ordinary shares 20 154,932,789.85 154,932,789.85 154,932,789.85 154,932,789.85

Unrealized profit - securities available for sale 6 97,278.22 30,088.15 97,278.22 30,088.15

Retained earnings

Legal reserve 21 11,783,680.27 10,907,839.77 11,783,680.27 10,907,839.77

Unappropriated 150,495,369.67 142,419,576.27 162,974,742.82 151,933,773.16

Total Shareholders’ Equity of the compay 457,309,118.01 448,290,294.04 469,788,491.16 457,804,490.93

Minority interest in subsidiary companies 17,093,998.69 19,910,730.73 - -

Total Shareholders’ Equity 474,403,116.70 468,201,024.77 469,788,491.16 457,804,490.93

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 878,447,474.08 911,573,357.06 837,249,444.04 833,332,927.76


80

ETERNITY GRAND LOGISTICS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOMEFOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

(Unit : Baht)


Notes 2010 2009 2010 2009

Revenues

Sales of services 926,559,160.67 854,052,734.63 741,478,863.80 711,527,807.82

Sales of sales 98,813,316.62 114,940,056.84 - -

Other income 23 21,891,168.02 9,666,732.35 38,321,971.41 22,249,006.14

Total revenues 1,047,263,645.31 978,659,523.82 779,800,835.21 733,776,813.96

Expenses

Cost of services 838,541,645.65 747,097,074.80 666,515,807.29 606,630,236.11

Cost of sales 89,371,686.22 107,313,141.29 - -

Administrative expenses 61,407,891.18 55,201,779.63 58,414,633.28 49,578,093.26

Loss for impairment-investment in subsidiaries

- - - 10,224,857.78

Management benefit expense 23,813,537.00 22,978,549.62 18,252,344.06 18,373,822.06

Total expenses 1,013,134,760.05 932,590,545.34 743,182,784.63 684,807,009.21

Net profit before finance cost and income tax

34,128,885.26 46,068,978.48 36,618,050.58 48,969,804.75

Finance cost 17,061,182.35 26,424,314.01 14,454,595.18 17,463,363.26

Net profit before income tax 17,067,702.91 19,644,664.47 22,163,455.40 31,506,441.49

Income tax (5,332,801.05) (8,723,608.89) (4,646,645.31) (8,469,056.24)Net profit 11,734,901.86 10,921,055.58 17,516,810.09 23,037,385.25

Attributable to :

Equity holders of the parent 14,551,633.90 15,130,180.13 17,516,810.09 23,037,385.25

Minority interest (2,816,732.04) (4,209,124.55) - -

11,734,901.86 10,921,055.58 17,516,810.09 23,037,385.25

Basic earnings per share for profit attributable to the equity holders of

the parent ( Baht ) 24 0.10 0.11 0.13 0.16

Weighted average number of share (shares)

140,000,000 140,000,000 140,000,000 140,000,000

STATEMENTS OF INCOME


81

ETER

NITY

GRA

ND LOGIS

TICS

PU

BLIC

COMPA

NY LIM

ITED

AND

ITS

SUBS

IDIA

RIES

CONS

OLIDA

TED

STAT

EMEN

TS O

F CH

ANGES

IN S

HARE

HOLD

ERS’

EQUI

TY

FOR

THE

YEAR

S EN

DED

31 D

ECEM

BER

2010

AND

200

9

(Unit

: Ba

ht)

Attr

ibutable

to equ

ity hold

ers o

f the

par

ent

Mino

rity

Total

Issue

d an

d Pr

emium

Unr

ealiz

ed pro

fit -

Retaine

d ea

rning

sTo

tal

inter

est

paid

upon

ord

inary

secu

rities

ava

ilable

Ap

prop

iated

-

Notes

shar

e ca

pital

shar

e fo

r sale

leg

al re

serve

Unap

prop

riated

Balan

ce a

s at 1

Janu

ary 20

09 1

40,000

,000

.00

154

,932

,789

.85

569

,314

.52

9,755

,970

.51

143

,841

,265

.40

449

,099

,340

.28

10,61

9,85

5.28

45

9,71

9,19

5.56

Chan

ges i

n fair

value

of in

vestm

ent in

avail

able

for sa

le se

curiti

es -

-

(539

,226

.37)

-

-

(539

,226

.37)

-

(539

,226

.37)

Net in

come

(expe

nses

) rec

ogniz

ed di

rectly

in sh

areho

lders'

equit

y -

-

(539

,226

.37)

-

-

(539

,226

.37)

-

(539

,226

.37)

Net p

rofit

(loss

) for

the pe

riod

-

-

-

-

15,13

0,18

0.13

1

5,13

0,18

0.13

(4

,209

,124

.55)

10,92

1,05

5.58

Total rec

ogniz

ed in

come an

d ex

pens

es

-

-

(539

,226

.37)

-

15,13

0,18

0.13

1

4,59

0,95

3.76

(4

,209

,124

.55)

10,38

1,82

9.21

Divid

end

paid

22 -

-

-

-

(15,40

0,00

0.00

) (1

5,40

0,00

0.00

) -

(15,40

0,00

0.00

)

Lega

l res

erve

21 -

-

-

1,151

,869

.26

(1,151

,869

.26)

-

-

-

Incre

ase

in mino

rity int

eres

t -

-

-

-

-

-

13,500

,000

.00

13,50

0,00

0.00

Balan

ce a

s at 3

1 De

cembe

r 200

9 1

40,000

,000

.00

154

,932

,789

.85

30,08

8.15

1

0,90

7,83

9.77

14

2,41

9,57

6.27

4

48,290

,294

.04 1

9,91

0,73

0.73

4

68,201

,024

.77

Chan

ges i

n fair

value

of in

vestm

ent in

avail

able

for sa

le se

curiti

es6

-

-

67,19

0.07

-

-

67,19

0.07

-

67,19

0.07

Net in

come(ex

pens

es) r

ecog

nized

directl

y in s

hareho

lders'

equit

y -

-

67,19

0.07

-

-

67,19

0.07

-

67,19

0.07

Net p

rofit(

loss)

for t

he p

eriod

-

-

- -

14,55

1,63

3.90

1

4,55

1,63

3.90

(2,816

,732

.04)

11,73

4,90

1.86

To

tal re

cogn

ized i

ncom

e and

expe

nses

-

-

67,19

0.07

-

14,55

1,63

3.90

1

4,61

8,82

3.97

(2,816

,732

.04)

11,80

2,09

1.93

Divid

end

paid

22 -

-

-

-

(5,600

,000

.00)

(5,600

,000

.00)

- (5

,600

,000

.00)

Lega

l res

erve

21 -

-

- 8

75,840

.50

(875

,840

.50)

-

- -

Balan

ce a

s at 3

1 De

cembe

r 201

0 1

40,000

,000

.00

154

,932

,789

.85

97,27

8.22

1

1,78

3,68

0.27

1

50,495

,369

.67

457

,309

,118

.01 1

7,09

3,99

8.69

4

74,403

,116

.70

Notes t

o fin

ancia

l statemen

ts ar

e an

integr

al pa

rt of th

ese

finan

cial s

tatemen

ts

CONS

OLIDA

TED

STAT

EMEN

TS O

F CH

ANGES

IN S

HARE

HOLD

ERS’

EQUI

TY

82

ETER

NITY

GRA

ND LOGIS

TICS

PUB

LIC

COMPA

NY LIM

ITED

AND

SUB

SIDI

ARY

COMPA

NIES

CONS

OLIDA

TED

STAT

EMEN

TS O

F CH

ANGES

IN S

HARE

HOLD

ERS’

EQUI

TY

FOR

THE

YEAR

S EN

DED

31 D

ECEM

BER

2010

AND

200

9

(Unit :

Bah

t)

Issue

d an

d Pr

emium

on

Unr

ealiz

ed pro

fit -

secu

rities

ava

ilable

for s

ale

Retaine

d ea

rning

s

Notes

paid

upor

dinar

yAp

prop

riated -

Total

shar

e ca

pital

shar

esleg

al re

serve

Unap

prop

riated

Balan

ce a

s at 1

Jan

uary 2

009

140

,000

,000

.00

154

,932

,789

.85

569

,314

.52

9,755

,970

.51

145

,448

,257

.17

450

,706

,332

.05

Chan

ges in

fair va

lue o

f inv

estm

ent in

avail

able

for

sale

secu

rities

-

-

(539

,226

.37)

-

-

(539

,226

.37)

Net inc

ome(

expe

nses

) rec

ogniz

ed d

irectly

in sh

areh

old-

ers'

equit

y -

-

(539

,226

.37)

-

-

(539

,226

.37)

Net p

rofit

for t

he p

eriod

-

-

-

-

23,03

7,38

5.25

2

3,03

7,38

5.25

Total rec

ogniz

ed in

come

and

expe

nses

-

-

(539

,226

.37)

-

23,03

7,38

5.25

2

2,49

8,15

8.88

Divid

end

paid

23 -

-

-

-

(15,40

0,00

0.00

) (1

5,40

0,00

0.00

)

Lega

l res

erve

21 -

-

-

1,151

,869

.26

(1,151

,869

.26)

-

Balan

ce a

s at 3

1 De

cembe

r 200

9 1

40,000

,000

.00

154

,932

,789

.85

30,08

8.15

1

0,90

7,83

9.77

1

51,933

,773

.16

457

,804

,490

.93

Chan

ges in

fair va

lue o

f inv

estm

ent in

avail

able

for s

ale

secu

rities

6 -

-

67,19

0.07

-

-

67,19

0.07

Net inc

ome(

expe

nses

) rec

ogniz

ed d

irectly

in sh

areh

old-

ers'

equit

y -

-

67,19

0.07

-

-

67,19

0.07

Net p

rofit

for t

he p

eriod

-

-

- -

17,51

6,81

0.09

1

7,51

6,81

0.09

Total rec

ogniz

ed in

come

and

expe

nses

-

-

67,19

0.07

-

17,51

6,81

0.09

1

7,58

4,00

0.16

Divid

end

paid

22 -

-

- -

(5,599

,999

.93)

(5,599

,999

.93)

Lega

l res

erve

21 -

-

-

875

,840

.50

(875

,840

.50)

- Ba

lance

as at 3

1 De

cembe

r 201

0 1

40,000

,000

.00

154

,932

,789

.85

97,27

8.22

1

1,78

3,68

0.27

1

62,974

,742

.82

469

,788

,491

.16

Notes to fin

ancia

l statemen

ts ar

e an

integr

al pa

rt of th

ese fin

ancia

l statemen

ts

CONS

OLIDA

TED

STAT

EMEN

TS O

F CH

ANGES

IN S

HARE

HOLD

ERS’

EQUI

TY

83

ETERNITY GRAND LOGISTICS PUBLIC COMPANY LIMITED AND SUBSIDIARY COMPANIES STATEMENTS OF CASH FLOW FOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

(UNIT : BAHT)

Consolidated financial statements Separate financial statements 2010 2009 2010 2009

Cash Flow from Operating Activities

Net profit before income tax 19,884,434.95 23,853,789.02 22,163,455.40 31,506,441.49

Adjustments to reconcile net profit for cash received (used) from operations Doubtful debt 2,539,960.32 976,329.87 1,324,073.87 581,233.30

Loss on diminutions in the value of inventories (Reversal) (29,875.08) (16,026.53) - -

Depreciation 67,856,581.41 71,902,164.89 42,795,377.66 44,621,614.68

Loss from damaged assets 239,084.32 - 222,822.17 -

(Profit)loss from sale of property, plant and equipment (8,564,025.52) 1,103,835.24 (7,675,407.11) (632,629.86)

Loss from assets not used - 1,701.13 - 1,026.08

Loss from impairment-investment in subsidiaries - - - 10,224,857.78

Loss from impairment-goodwill - 1,529,445.09 - -

Profit from sale of current investment (48,727.30) (1,089,003.63) (48,727.30) (1,089,003.63)

Amortisation of intangible and deferred assets 2,140,937.73 2,153,125.57 2,009,130.20 1,995,457.91

Interest income (86,826.89) (116,541.77) (9,556,149.41) (7,382,558.50)

Interest expenses 17,061,182.35 25,833,331.01 14,454,595.18 17,263,363.26

Share of net profit (loss) of minority’s interest in subsidiaries compaies (2,816,732.04) (4,209,124.55) - -

Profit from operation before changes in operating assets and liabilities

98,175,994.25 121,923,025.34 65,689,170.66 97,089,802.51

(Increase)decrease in trade accounts receivable (29,271,110.07) (31,700,336.47) (29,328,437.54) 11,403,897.67

(Increase)decrease in trade accounts receivable - related parties 1,078,635.45 (114,354.09) (20,005,067.95) 749,228.08

(Increase)decrease in advance payment of custom brokerage (3,919,321.55) 480,597.80 (3,918,818.55) 480,094.80

(Increase)decrease in inventories 3,603,420.62 (5,344,537.53) - -

(Increase)decrease in other current assets (616,149.36) (9,836,531.92) (12,734,840.07) 4,181,788.49

Incresse(decrease) in trade accounts payables 4,785,186.39 17,583,467.35 20,304,312.38 (7,441,166.49)

Incresse(decrease) in trade accounts payable - related parties 1,728,331.29 203,281.79 821,896.52 424,693.78

Incresse(decrease) in other current liabilities 10,150,901.30 (10,572,772.77) 6,693,054.06 (4,949,037.50)

Incresse(decrease) in other liabilities - 611,905.00 - -

Cash generated from operation 85,715,888.32 83,233,744.50 27,521,269.51 101,939,301.34

Cash paid for interest expenses (17,179,907.91) (26,041,686.59) (14,402,549.81) (17,450,656.00)

Cash paid for income tax (10,369,695.94) (14,759,014.18) (9,359,938.26) (11,259,436.09)

Net Cash Provided (Used) from Operating Activities 58,166,284.47 42,433,043.73 3,758,781.44 73,229,209.25

STATEMENTS OF CASH FLOW


84

ETERNITY GRAND LOGISTICS PUBLIC COMPANY LIMITED AND SUBSIDIARY COMPANIESSTATEMENTS OF CASH FLOWFOR THE YEARS ENDED 31 DECEMBER 2010 AND 2009

(Unit : Baht)


2010 2009 2010 2009

Cash Flow from Investing Activities

Cash paid for purchase of current investment (20,000,000.00) (129,053,849.97) (20,000,000.00) (129,053,849.97)

Proceed from disposal of current investment 20,000,000.00 192,965,083.18 20,000,000.00 192,965,083.18

Increase in long-term loans to related parties - - (87,500,000.00) (114,000,000.00)

Decrease in long-term loans to related parties - - 123,160,000.00 77,400,000.00

Cash paid for investments in subsidiary companies,net from cash provided

- - (4,000,000.00) (31,500,000.00)

Cash paid for purchase of property, plant and equipment

(18,719,515.17) (6,261,510.61) (12,883,377.72) (2,003,505.43)

Proceed from disposal of property, plant and equipment 13,671,627.61 10,104,113.65 12,867,720.60 6,405,200.00

(Increase) decrease in intangible assets (116,315.75) (348,694.01) (100,594.75) (328,900.48)

(Increase) decrease in other non-current liabilities 268,954.60 4,431,495.81 1,246,256.41 4,370,893.13

Proceed from interest income 96,397.99 662,691.87 4,999,563.90 4,192,303.92

Net Cash Provided (Used) from Investing Activities (4,798,850.72) 72,499,329.92 37,789,568.44 8,447,224.35

Cash Flow from Financing Activities

Increase(decrease) in bank overdrafts and short-term loans from financial institutions

3,881,101.32 (158,946.19) 3,881,101.32 (158,946.19)

Proceed from long-term loans from related parties 1,000,000.00 200,000.00 - -

Repayment of long-term loans from related parties (300,000.00) (23,844,671.30) - (9,525,000.00)

Repayment of obligation under finance lease (63,009,941.64) (86,564,427.50) (45,476,991.52) (60,918,654.10)

Proceed from long-term loans from financial institutions 5,311,196.44 92,390,786.60 2,330,759.59 11,737,886.74

Repayment of long-term loans from financial institu-tions

(19,078,889.48) (95,655,872.00) (17,961,070.27) (8,100,772.24)

Proceed from issue of ordinary shares in minority - 13,500,000.00 - -

Dividend paid (5,548,741.40) (15,398,188.30) (5,548,741.33) (15,398,188.30)

Net Cash Provided (Used) from Financing Activities (77,745,274.76) (115,531,318.69) (62,774,942.21) (82,363,674.09)

Net Increase(Decrease) in Cash and Cash Equivalent (24,377,841.01) (598,945.04) (21,226,592.33) (687,240.49)

Cash and Cash Equivalent at the Beginning of the Period 47,397,853.40 47,996,798.44 34,218,091.26 34,905,331.75

Cash and Cash Equivalent at the End of the Period 25 23,020,012.39 47,397,853.40 12,991,498.93 34,218,091.26

Notes


STATEMENTS OF CASH FLOW

85

ETERNITY GRAND LOGISTIC PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2010 AND 2009 1. General information

Eternity Grand Logistics Public Company Limited (“the Company”) is a public limited company and is incorporated in Thailand. The Company is listed on the Market for Alternative Investment (MAI).The address of the Company’s registered office is 18/8 Moo 4 Bangna-Trad Road (Km. 23) Tambol Bangsaothong , Bangsaothong Sub-District, Samutprakan.

The principal activities of the Company and subsidiary companies consisted of custom brokerage, inland transportation and nationwide distribution, warehouse and distribution management.

2. Basis of preparation of financial statements

The consolidated and separate financial statements are presented in Thai language and Thai Baht, and in conformity with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the Accounting Profession Act B.E. 2547, and the financial reporting requirements of the Capital Market Supervisory Board under the Securities and Ex-change Act B.E. 2535 (or 1992).

The consolidated and separate financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies below.

The preparation of consolidated and separate financial statements in conformity with Thai Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses in the reported periods. Actual results may differ from those estimates. Although the management has most well prepared the figures of estimation from the understanding of events and the things that have been done presently.

For the convenience of readers, an English language translation of the financial statements has been prepared from the Thai language financial statements which are issued for domestic reporting purposes.

NOTES TO THE FINANCIAL STATEMENTS

86

The Federation of Accounting Profession (FAP) has issued Notification No.17/2010, No.50/2010, No.51/2010, No.52/2010, No.53/2010, No.54/2010 and No.55/2010 regarding Accounting Standards, Financial Reporting Standards and Financial Reporting Standard Interpretation. The notification mandates use of the following new Accounting Standards and Financial Reporting Standards.

Effective Date

Framework for the Preparation and Presentation Immediate

of Financial Statements (revised 2009)

TAS No. 1 Presentation of Financial Statements (revised 2009) 1 January 2011

TAS No. 2 Inventories (revised 2009) 1 January 2011

TAS No. 7 Statement of Cash Flows (revised 2009) 1 January 2011

TAS No. 8 Accounting Policies, Changes in Accounting

Estimates and Errors (revised 2009) 1 January 2011

TAS No. 10 Events after the Reporting Period (revised 2009) 1 January 2011

TAS No. 11 Construction Contracts (revised 2009) 1 January 2011

TAS No. 16 Property, Plant and Equipment (revised 2009) 1 January 2011

TAS No. 17 Leases (revised 2009) 1 January 2011

TAS No. 18 Revenue (revised 2009) 1 January 2011

TAS No. 19 Employee Benefits 1 January 2011

TAS No. 23 Borrowing Costs (revised 2009) 1 January 2011

TAS No. 24 Related Party Disclosures (revised 2009) 1 January 2011

TAS No. 26 Accounting and Reporting by Retirement Benefit Plans 1 January 2011

TAS No. 27 Consolidated and Separate Financial Statements (revised 2009) 1 January 2011

TAS No. 28 Investment in Associates (revised 2009) 1 January 2011

TAS No. 29 Financial Reporting in Hyperinflation Economies 1 January 2011

TAS No. 31 Investment in Joint Ventures (revised 2009) 1 January 2011

TAS No. 33 Earnings per Share (revised 2009) 1 January 2011

TAS No. 34 Interim Financial Reporting (revised 2009) 1 January 2011

TAS No. 36 Impairment of Assets (revised 2009) 1 January 2011

TAS No. 37 Provision, Contingent Liabilities and Contingent

Assets (revised 2009) 1 January 2011

TAS No. 38 Intangible Assets (revised 2009) 1 January 2011

TAS No. 40 Investment Property (revised 2009) 1 January 2011


87

TFRS No. 2 Share-based Payment 1 January 2011

TFRS No. 3 Business combinations (revised 2009) 1 January 2011

TFRS No. 5 Non-current Assets Held for Sale and Discontinued

Operations (revised 2009) 1 January 2011

TFRS No. 6 Exploration for and Evaluation of Mineral Resources 1 January 2011

TFRI No. 15 Agreements for the Construction of Real Estate 1 January 2011

TAS No. 12 Income Taxes 1 January 2013

TAS No. 20 Accounting for Government Grants and Disclosure of

Government Assistance (revised 2009) 1 January 2013

TAS No. 21 The Effects of Changes in Foreign Exchange

Rates (revised 2009) 1 January 2013

For the revised Framework for the Preparation and Presentation of Financial Statements which is immediately effective does not have any significant impact on the Group’s financial statements for the current period.

The Group has not early adopted such revised accounting standards, financial reporting standards and financial reporting standards interpretation having the effective date to the financial statements on the future periods before the effective dates. The management believes that they will not have any significant impact on the financial statements for the period in which they are initially adopted except the following accounting standards;

- TAS 19 Employee Benefits, which stipulates that the Group will recognizes the employee benefits as the expense when the Group consumes the economic benefit arising from service provided by an employee and will recognizes as a liability when an employee has provided service in exchange for em-ployee benefits to be paid in the future, however, the Group presently recognizes the employee benefits as expenses when they are incurred, and

- TAS 12 Income Taxes, which stipulates that the Group is required to recognize the deferred tax li-abilities or the deferred tax assets when the temporary difference between the tax base and the carrying amount of the asset or the liability is occurred, however, the Group presently doesn’t recognize such transaction.


88

The management is currently assessing the first-year impact on the Group’s financial statements.

3.Principles of consolidation financial statements

The consolidated financial statements comprise the financial statements of the Company and its subsidiary companies (“the Group”). Subsidiaries, which are those entities in which the Group has power to govern the financial and operating policies, are consolidated. The existence and effect of potential voting rights that are presently exercisable or presently convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition of subsidiaries is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus costs directly attributable to the acquisition. The excess of the cost of acquisition over the fair value of the net assets of the subsidiary acquired is recorded as goodwill and to be tested for impairment annually.

Related party transactions, balances and unrealized gains on transactions between group companies are eliminated; unrealized losses are also eliminated unless cost cannot be recovered. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.

The consolidated financial statements for the year ended 31 December 2010 and 2009 have been prepared by including the financial statements of Eternity Grand Logistic Public Company Limited and subsidiaries after eliminate the significant related party balances and transactions. The percentage directly and indirectly owned by the Company as follows:-

Country of Percentage of shareholding

Name of subsidiaries Nature of business incorporation 2010 2009

Eternity Transport Co; Ltd. Ceased business operation Thailand 100.00 100.00

Eternity Logistic Co; Ltd. Warehouse and distribution management

Thailand 100.00 100.00

Eternity Consulting & Service Co; Ltd.

Office and warehouse rental Thailand 100.00** 100.00**

EM Transport Co; Ltd. Ceased business operation Thailand 50.00*** 50.00***

Pands Group Logistic Co; Ltd. Inland transportation Thailand 70.00 70.00


89

** The Company held directly in such company at 70% and held indirectly via the subsidiaries at 30% ( 31 December 2009 : held directly in such company at 40% and held indirectly via the subsidiaries at 60%)*** The Company held indirectly via the subsidiaries at 50%

4. Accounting policies

4.1 Cash and cash equivalents

Cash and cash equivalents are carried in the balance sheet at cost. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

4.2 Current investment

The current investment is investment in opened mutual funds units, which are regarded as securities available for sales and valued at fair value. The Company recognizes the change of value as separate caption in the shareholders’ equity and accounted in the statement of income when such investment is sold.

4.3 Trade accounts receivable

Trade accounts receivable are carried in the balance sheet at the amount expected to be collectible. Allowance for doubtful receivables are estimated by percentage of accounts receivable which is assessed primarily on analysis of payment histories and review of all outstanding amounts at balance sheet date. The amount of the allowance is the difference between the carrying amount of the receivable and the amount expected to be collectible. Bad debts are written off during the year in which they are identified.

4.4 Inventory

Inventories are stated at the lower of cost or net realizable value. Cost is calculated using the first-in first-out (FIFO) method and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

The Group estimates the net realisable value by using the selling price in the ordinary course of business less selling expenses.

The Group makes the allowance for diminutions in the value of obsolete, defective or slow-moving inventories


90

4.5 Investments in subsidiaries

Investments in subsidiaries are reported by using the cost method of accounting in the separate financial statements less allowance for impairment investment.

4.6 Property, plant and equipment

Property, plant and equipment are recorded at cost. Property, plant and equipment, except for land and assets under construction, are stated in the balance sheet at historical cost less accumulated depreciation and accumulated impairment losses(as if).

The Group’s depreciation is calculated on the straight-line method to write off the cost of each asset, except for land and assets under construction, to their residual values over their estimated useful life as follows:

Year Office building and warehouses 30 Facility system 30 Building improvements and operating mobile office 5 Tools and equipment 3 - 5 Vehicles 5 – 8

Expenditure incurred for addition, renewal or betterment, which results in a substantial increase in an asset’s current replacement value, is capitalized. Repair and maintenance costs are recognised as an expense when incurred.Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit.

4.7 Intangible assets

Intangible assets with finite useful lives which the Group acquired are stated at historical cost less accumulated amortization and impairment loss (as if). The Group’s amortisation is calculated on the straight-line method over their estimated useful life as follows:


91

Computer software 5 years Port management right fee contract life Intangible assets are not revalued. The carrying amount of each intangible asset is reviewed annually and adjusted for impairment where it is considered necessary.

4.8 Accounting for leases

Where the Group is the lessee

Long term leases which substantially transferred all the risks and rewards of ownership are classi-fied as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the statement of income over the lease period so as to achieve a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases while depreciation is carried throughout the useful life of leased asset. However, if there is uncertainty in the right of ownership when the contract is terminated, depreciation is carried according to useful life of leased assets or life of leased contract whichever the period is lower.

Long term leases not transferring a significant portion of the risks and rewards of ownership to the lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of income on a straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has expired, any payment required to be made to the lesser by way of penalty is recognized as an expense in the period in which termina-tion takes place.

Where the Group is the lesser

Operating leases


92

Assets leased out under operating leases are included in property, plant and equipment in the bal-ance sheet. They are depreciated over their expected useful lives on a basis consistent with other similar property, plant and equipment owned by the Group.

4.9 Borrowing costs

Borrowing costs include interest, amortization of discounts or premiums relating to borrowings, amortization of ancillary costs incurred in arranging borrowings, and finance lease charges. Borrowing costs are generally expensed as incurred.

4.10 Impairment of assets

The carrying amounts of the Group’s assets and also intangible assets are reviewed at each bal-ance sheet date to determine whether there is any indication of impairment. If any such indication that the carrying amount may not be recoverable. The Group will estimate realizable asset value. An impairment loss is recognised for the amount by which the carrying amount of the assets exceeds its recoverable amount which is the higher of an asset’s net selling price and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there is separately identifiable cash flows.

The Group will recognize impairment losses in the statement of income, or reduce the revalua-tion increment in assets in case that those assets are previously revalued. The reversal of impairment losses will be recognised as part of other income or as a revaluation increment in assets when there is an indication that the impairment losses are no longer exist or decreased.

4.11 Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

4.12 Revenue recognition Sales is recognised upon delivery of products and customer acceptance.


93

Revenues from transportation and nationwide distribution, warehouse and distribution manage-ment and custom brokerage services are recognized when services have been rendered. Rental income is recognized as income over the lease period (Note 4.8). Service income is rec-ognized as services and rendered

Interest income is recognized using the effective interest method.

4.13 Employee benefits

The Group operates a provident fund which is funded by payments from employees and by the Group. The assets for which are held in a separate trust fund. Contributions to the provident fund are charged to the statement of income in the year to which they relate.

4.14 Corporate income tax

The Group calculates income tax according to the Revenue Code.

4.15 Segment information

Business segments provide products and services that are subject to risks and returns that are different from those of other business segments. Geographic segments provide products or services within a particular economic environment that is subject to risks and returns that are different from those of components operating in other economic environments.

Segment information is presented by business segments of the Group’s operations.

4.16 Financial instruments

Financial assets and liabilities carried on the balance sheets include cash and cash equivalents, investment in equity securities, trade and other receivables, trade and other payables, and loan re-ceivables and payables. The accounting policies on recognition and measurement of these items are disclosed in the respective accounting policies found in this Notes.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contract arrangement. Interest, dividend, and gains and losses relating to a financial instrument classified


94

as a liability are reported as income or expense. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realize the asset and settle the liability simultaneously.

4.17 Critical accounting estimates, assumption and judgments

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the cir-cumstances.

Plant, equipment and intangible assets

Management determines the estimated useful lives and residual values for the Group’s plant, equipment and intangible assets. Management will revise the depreciation charge where useful lives and residual values are different to previously estimated, or its will write off or write down technically obsolete or assets that have been abandoned or sold.Financial lease/ Operation lease

The Group has entered into lease agreements for rental vehicle and equipment. The Group has determined, based on an evaluation on terms and conditions of the arrangements, that the lease trans-fers ownership of these assets to the lessee, and so accounts for the contracts as financial leases.

5. Related party transactions

Enterprises and individuals that directly, or indirectly through one or more intermediaries, con-trol, or are controlled by, or are under common control with, the company, including holding com-panies, subsidiaries and fellow subsidiaries are related parties of the company. Associates and in-dividuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the enterprise, key management personnel, including directors and officers of the company and close members of the family of these individuals and companies associated with these individuals also constitute related parties.

In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.


95


The Thiapairat family and the Sangpolasit family are the major shareholders, holding 55.99% (31 December 2009: 55.99%) of the share capital of the Company. Transactions related to companies in which the Thiapairat family or the Sangpolasit is the principal shareholders or directors are recognised as related parties to the Company.

Significant outstanding balances and related party transactions between the Company and related enterprises and individuals for the years ended 31 December 2010 and 2009 are as follows:-

96


5.1 Inter assets and liabilities

(Unit : Baht)


2010 2009 2010 2009

Trade accounts receivable

Eternity Logistics Co., Ltd. - - - 69,755.00

Pands Group Logistics Co., Ltd. - - 20,165,252.89 261,826.76

Eternity Trade Co., Ltd. 31,230.00 15,418.37 - -

Pands Nakhonluang Co., Ltd. 447,474.27 871,907.43 - -

Nakornloung transport Ltd., Part. 57,780.00 - 57,780.00 -

P.&S.Baritemining Co., Ltd. 619,479.76 1,460,890.50 - -

Aichi Kaiun Co., Ltd 113,616.82 - 113,616.82 -

Total 1,269,580.85 2,348,216.30 20,336,649.71 331,581.76

Less allowance for doubtful debts (32,499.92) (60,470.96) - -

Net 1,237,080.93 2,287,745.34 20,336,649.71 331,581.76

Accrued management income

Pands Group Logistics Co., Ltd. - - 605,614.07 584,235.44

Aichi Kaiun Co.,Ltd - 112,348.72 - 112,348.72

Directors - 1,087.85 - 1,087.85

- 113,436.57 605,614.07 697,672.01

Other accounts receivableEternity Logistics Co., Ltd. - - 8,840.79 -Eternity Consulting & Service Co., Ltd. - - - 2,140.00

Pands Group Logistics Co., Ltd. - - 6,169,240.95 5,690,828.23

Pands Nakhonluang Co.,Ltd. - 28,446.54 - -

- 28,446.54 6,178,081.74 5,692,968.23Accrued interest income

Eternity Logistics Co., Ltd. - - 609,929.34 492,128.38

Eternity Consulting & Service Co., Ltd. - - 6,382,489.34 2,403,426.54

Pands Group Logistics Co., Ltd. - - 1,661,964.83 1,200,711.95

Nakornloung transport Ltd.,Part. 119,894.04 119,894.04 - -

119,894.04 119,894.04 8,654,383.51 4,096,266.87

97

(Unit : Baht)


2010 2009 2010 2009

Advance payment

Pands Group Logistics Co., Ltd. - - 2,226.00 -

Eternity Logistics Co., Ltd. - - 300.00 503.00

Aichi Kaiun Co.,Ltd - 110,043.87 - 110,043.87

- 110,043.87 2,526.00 110,546.87

Deposit for office rental

Eternity Consulting & Service Co., td. - - 553,225.00 520,720.00

Pands Nakhonluang Co.,Ltd. 414,000.00 414,000.00 - -

Directors 96,000.00 96,000.00 - -

510,000.00 510,000.00 553,225.00 520,720.00

Purchase of assets

Nakornloung transports Ltd.,Part. - 489,424.40 - -

Sale of assets

Pands Group Logistics Co.,Ltd. - - - 171,200.00

Pands Nakhonluang Co.,Ltd. - 641,402.80 - -

- 641,402.80 - 171,200.00Long-term loan to related partiesEternity Logistic Co; Ltd.

Beginning balance - - 45,100,000.00 14,400,000.00

Addition during the period - - 82,000,000.00 63,300,000.00

Proceed during the period - - (108,760,000.00) (32,600,000.00)Ending balance - - 18,340,000.00 45,100,000.00Eternity Consulting & Service Co; Ltd.


Addition during the period - - - 87,313,689.76

Proceed during the period - - (4,900,000.00) -

Ending balance - - 133,113,689.76 138,013,689.76Pands Group Logistics Co., Ltd.


Addition during the period - - 5,500,000.00 42,300,000.00

Proceed during the period - - (9,500,000.00) (44,800,000.00)

Ending balance - - 33,800,000.00 37,800,000.00

- - 185,253,689.76 220,913,689.76


98

(Unit : Baht)


2010 2009 2010 2009

Trade accounts payable

Eternity Logistics Co., Ltd. - - 114,094.90 15,099.48

Eternity Consulting & Service Co., Ltd. - - 127,577.10 -


Pands Nakhonluang Co., Ltd 2,432,383.59 1,296,297.30 - -

P.&S.Baritemining Co., Ltd. 592,245.00 - - -

3,024,628.59 1,296,297.30 1,441,098.72 619,202.20

Accrued interest expenses

Eternity Transports Co.,Ltd. - - 491,831.85 483,779.64

Nakornloung transport Ltd.,Part. 450,005.24 450,005.24 - -

Directors 865,215.83 644,135.27 - -

1,315,221.07 1,094,140.51 491,831.85 483,779.64

Accrued expenses

Pands Group Logistics Co., Ltd. - - 2,015,029.99 -Eternity Consulting & Service Co., Ltd.

- - 117,951.64 120,731.36

Pands Nakhonluang Co.,Ltd 1,451,290.67 13,868.00 - -Directors 100,000.00 79,000.00 - -

1,551,290.67 92,868.00 2,132,981.63 120,731.36

Other accounts payable

Eternity Consulting & Service Co., Ltd.

- - - 94,952.52

Directors 100,000.00 - - -

100,000.00 - - 94,952.52Long-term loan from related parties

Eternity Transport Co; Ltd.


Addition during the period - - - -

Repayment during the period - - - (400,000.00)Ending balance - - 19,499,635.24 19,499,635.24


99

(Unit : Baht)


2010 2009 2010 2009

Long-term loan from related parties

Eternity Trade Co; Ltd.

Beginning balance - 9,125,000.00 - 9,125,000.00

Addition during the period - - - -

Repayment during the period - (9,125,000.00) - (9,125,000.00)

Ending balance - - - -

Nakornloung transport Ltd.,Part.

Beginning balance - 13,719,671.30 - -

Transferred from payables for

acquired assets

Repayment during the period - (13,719,671.30) - -

Ending balance - - - -

Directors

Beginning balance 11,990,298.51 12,790,298.51 - -Addition during the period 1,000,000.00 200,000.00 - -

Repayment during the period (300,000.00) (1,000,000.00) - -Ending balance 12,690,298.51 11,990,298.51 - -

12,690,298.51 11,990,298.51 19,499,635.24 19,499,635.24

As at 31 December 2010 and 2009, the Group constitutes loan due from and short-term and long-term loans due to subsidiaries and related companies. Such inter-loan of promissory note as maturity within 3 year since the date on promissory note, and in addition, interest is charged by referring from interest rate of MOR -1% of one commercial bank.

As at 31 December 2010 and 2009, the Group conducts long term loan of promissory note, maturity within 3 year since the date on promissory note, from directors and in addition, interest is charged by referring from interest rate of MOR -1% of one commercial bank.


100

(Unit : Baht)


2010 2009 2010 2009

Transportation income

Eternity Logistic Co.,Ltd. - - 31,600.00 1,037,113.50

Pands Group Logistic Co.,Ltd. - - 2,448,917.55 3,455,118.56

Pands Nakhonluang Co.,Ltd. 1,749,581.35 1,864,808.77 - -

P.&S.Baritemining Co.,Ltd. 3,797,880.10 6,242,780.20 - -

Eternity Trade Co; Ltd. - 91,359.65 - -

Aichi Kaiun Co.,Ltd - 5,100.00 - -

5,547,461.45 8,204,048.62 2,480,517.55 4,492,232.06

Sales of goods

Pands Group Logistic Co.,Ltd. - - 27,814,303.22 15,759,697.41

Pands Nakhonluang Co.,Ltd. 1,846.00 1,743,917.24 - -

1,846.00 1,743,917.24 27,814,303.22 15,759,697.41

Custom brokerage income

Eternity Logistic Co.,Ltd. - - 108,881.46 -

Pands Group Logistic Co.,Ltd. - - 4,200.00 -

- - 113,081.46 -Management and other incomeEternity Trade Co., Ltd. 90,617.09 - - -

Eternity Logistics Co., Ltd. - - 1,379,308.93 1,416,682.27

Eternity Transport Co., Ltd - - 12,000.00 24,000.00

Eternity Consulting & Service Co., Ltd.

- - 24,000.00 31,559.01

Pands Group Logistics Co., Ltd. - - 6,996,101.04 4,156,770.88Aichi Kaiun Co.,Ltd 1,385,244.74 1,012,938.48 1,385,244.74 1,012,938.48

1,475,861.83 1,012,938.48 9,796,654.71 6,641,950.64

Interest income

Eternity Logistic Co.,Ltd. - - 1,442,369.70 836,819.87

Eternity Consulting & Service Co.,Ltd. - - 6,382,489.39 3,847,272.29Pands Group Logistic Co.,Ltd. - - 1,661,964.83 2,606,154.70

- - 9,486,823.92 7,290,246.86

5.2 Inter revenue and expenses


101

(Unit : Baht)


2010 2009 2010 2009

Cost of transportation service

Eternity Logistics Co., Ltd. - - 95,951.27 -


Pands Nakhonluang Co.,Ltd. 10,077,243.46 9,783,543.08 - -

P.&S.Baritemining Co.,Ltd. 553,500.00 - - -

10,630,743.46 9,783,543.08 6,237,757.12 958,440.22

Cost of management service

Eternity Consulting & Service Co.,Ltd. - - 4,024,854.69 4,045,982.08

Eternity Logistics Co., Ltd. - - - 28,733.19

Pands Nakhonluang Co., Ltd. 3,445,296.50 721,880.06 - -

Pands Group Logistics Co., Ltd. - - - 2,000.00

Aichi Kaiun Co.,Ltd 1,531,338.09 180,274.26 1,531,338.09 180,274.26

Directors 1,255,200.00 899,274.26 - -

6,231,834.59 1,801,428.58 5,556,192.78 4,256,989.53Selling and administrative expenses

Eternity Transport Co.,Ltd. - - - 88,056.98 Eternity Logistic Co.,Ltd. - - 141,892.58 125,414.65 Eternity Consulting & Service Co.,Ltd. - - 4,193,730.53 3,980,941.97

Pands Nakhonluang Co., Ltd. 108,653.67 - - -

Directors 13,800.00 - - -

122,453.67 - 4,335,623.11 4,194,413.60Interest expenses Eternity Transport Co.,Ltd. - - 966,113.75 987,509.35

Eternity Trade Co.,Ltd. - 377,337.48 - 377,337.48

Nakornloung Transport Ltd.,Part. - 517,006.10 - -

Directors 672,047.11 631,636.42 - -

672,047.11 1,525,980.00 966,113.75 1,364,846.83


102

5.3 Nature of relationship

Company Relationship Subsidiaries: Eternity Transport Co., Ltd. Shareholding and common directors Eternity Logistics Co., Ltd. Shareholding and common directors Eternity Consulting & Service Co., Ltd. Shareholding and common directors Pands Group Logistics Co., Ltd. Shareholding and common directors EM Transportation Co., Ltd. Held by subsidiary and common directors Related companies: Eternity Trade Co., Ltd. Held by principal shareholders Eternity Mailing Service Co., Ltd. Held by the Company’s directors Nakornloung Transport Ltd.,Part. Held by the Subsidiary’s directors Pands Nakhonluang Co.,Ltd. Held by the Subsidiary’s directors P.And S.Milling Co.,Ltd. Held by the Subsidiary’s directors P.&S.Baritemining Co.,Ltd. Shareholders of subsidiary P.And S.Dolo-Lime Co.,Ltd. Shareholders of subsidiary Mersides K. Motor Co., Ltd. Principal shareholder of EM Transportation Co., Ltd. Aichi Kaiun Co.,Ltd Shareholders

5.4 Pricing policies

Trading transaction Pricing policies Revenue and cost of transportation service The selling price the Group collect from customer ±5% to 10% Management fee Cost price plus profit 10% Inter area rental fee Market price Inter advance receivable – payable As per actual payment Purchase-disposal prime remover/chassis Market price or price appraised by Department of Land Transport Purchase-disposal equipment equipped in the vehicle Cost price Purchase other equipment Cost price Inter interest income – expense Referring from loan rate of commercial bank MOR


103

5.5 Commitments with related parties

As at 31 December 2010, the Company performed the guarantee contract against debt repayment in accordance with long term financial leased contract with several finance institutes to one subsidiary in amount of Baht 28.22 millions. (31 December 2009: Baht 21.75 millions)

As at 31 December 2010, the Group has entered into lease agreements for office space and furniture with Eternity Consulting & Service Co., Ltd.(subsidiary) for 3 years with options to renew. The Group is committed to pay for such rental and related services under these agreements amounting to approximately Baht 1.21 million per month. (31 December 2009: Baht 1.17 million per month)

As at 31 December 2010, the Company performed the port management contract with one re-lated company for the period of 6 years ended on 30 November 2013, while the Company has to repay port management right fee in amount of Baht 8 millions. Moreover, the Company constitutes obligation commitment which has to repay participating fee from the port management in amounting to approximately Baht 0.09 million per year to such related company. (31 December 2009: approximately Baht 0.09 million per year)

As at 31 December 2010, the Company has entered into agreements with 4 subsidiaries under which the Company provides consulting and management services and other services for a twelve-month period. The subsidiaries are committed to pay for such services under these agreements amounting to approximately Baht 0.14 million per month. (31 December 2009: approximately Baht 0.14 million per month)

As at 31 December 2010, the Company performs maintenance contract of operating vehicles including spare parts with one subsidiary for the period of two years. Such subsidiary constitutes obligation commitment that has to repay service fee in amounting to approximately Baht 3.64 million per year to the Company. (31 December 2009: approximately Baht 2.12 million per year)

As at 31 December 2010, the Company performs the maintenance contract of tires with one subsidiary for the period of two years. Such subsidiary constitutes obligation commitment which has to repay service fee in amounting to approximately Baht 3.11 million per year to the Company. (31 December 2009: approximately Baht 1.83 million per year)


104

As at 31 December 2010, a subsidiary has entered into lease agreements for warehouse with Pands Nakhonluang Co.,Ltd. (related parties) for 1 year with options to renew. The subsidiary is com-mitted to pay for such rental under these agreements amounting to approximately Baht 2.64 million per year to the related parties. (31 December 2009: approximately Baht 2.64 million per year)

As at 31 December 2010, a subsidiary has entered into lease agreements for land with director for the period of three years with options to renew. The subsidiary is committed to pay for such rental under these agreements amounting to approximately Baht 0.10 million per month. (31 December 2009:. approximately Baht 0.10 million per month)

As at 31 December 2010, two subsidiaries perform the guarantee contract against credit facility of the Company in the guarantee availment of Baht 200 million. (31 December 2009: Baht 200 million)

As at 31 December 2010, a subsidiary perform the guarantee contract against debt repayment of short term loan of the Company in the guarantee availment of Baht 60 million. (31 December 2009 : Baht 56 million)

6. Current investment, net(Unit : Baht)

Consolidated separate financial statements

2010 2009

Securities available for sales:-

Investment in mutual fund 7,821,284.77 7,772,557.47

Add Unrealize gain of investment in ilable for sale securities

97,278.22 30,088.15

Total 7,918,562.99 7,802,645.62

The movement of investment in available for sale securities for the year ended on 31 December 2010 is as follow:-

(Unit : Baht)

Beginning book value 7,802,645.62Acquisitions 20,000,000.00Disposals (19,951,272.71)Changes in fair value of investment in available for sale securities 67,190.08

Ending book value 7,918,562.99


105

(Unit : Baht)


2010 2009 2010 2009


Within credit term 176,049,793.99 162,629,277.05 129,101,272.87 106,854,466.85

Overdue less than 3 month 31,456,337.41 17,890,941.89 17,269,679.78 12,723,109.96

Overdue 3 – 6 month 3,720,912.12 1,969,765.16 2,900,322.82 483,164.60

Overdue 6 – 12 month 571,241.02 708,412.89 338,525.98 363,829.46

Overdue over 12 month 1,111,429.76 514,446.28 309,045.96 165,839.00

Total 212,909,714.30 183,712,843.27 149,918,847.41 120,590,409.87

Less allowance for doubtful debts (2,444,614.98) (1,034,851.82) (1,358,803.18) (457,066.73)

Net 210,465,099.32 182,677,991.45 148,560,044.23 120,133,343.14

7. Trade accounts receivable, net

Outstanding trade accounts receivable can be aged as follow:

The Group’s policy to set aside 20%, 50% and 100% allowance for trade accounts receivable which are classified as non-collectible and have been outstanding for a period overdue 4-6 months, 6-12 months and overdue more than 12 months, respectively.

(Unit : Baht)


2010 2009 2010 2009


Within credit term 543,435.77 528,582.37 1,502,820.72 168,992.00

Overdue less than 3 month 642,285.16 1,507,090.66 6,566,706.98 80,000.00

Overdue 3 – 6 month 6,420.00 310,534.07 9,610,149.03 27,992.72

Overdue 6 – 12 month 44,940.00 2,009.20 2,656,972.98 54,597.04

Overdue over 12 month 32,499.92 - - -

Total 1,269,580.85 2,348,216.30 20,336,649.71 331,581.76

Less allowance for doubtful debts (32,499.92) (60,470.96) - -

Net 1,237,080.93 2,287,745.34 20,336,649.71 331,581.76

8. Trade accounts receivable – related parties, net

Outstanding trade accounts receivable – related parties can be aged as follow:


106

(Unit : Baht)

Consolidated financial statements Separate financial statements2010 2009 2010 2009

Unbilled advance repayable of custom brokerage

5,869,509.11 4,764,422.77 5,869,509.11 4,764,422.77

Advance repayable of custom brokerage Within credit term 12,219,718.29 9,133,406.59 12,219,718.29 9,133,909.59

Overdue less than 3 month 2,350,877.35 3,007,896.65 2,350,877.35 3,007,896.65

Overdue 3 - 6 month 192,736.97 79,928.33 192,736.97 79,928.33

Overdue 6 – 12 month 199,694.49 136,600.82 199,694.49 136,600.82

Overdue over 12 month 214,283.59 5,243.09 214,283.59 5,243.09

Total 21,046,819.80 17,127,498.25 21,046,819.80 17,128,001.25

Less allowance for doubtful debts (533,332.90) (96,995.48) (533,332.90) (96,995.48)

Net 20,513,486.90 17,030,502.77 20,513,486.90 17,031,005.77

9. Advance repayable of custom brokerage, net

Advance repayable of custom brokerage can be aged as follow:-

10. Inventories, net

Consisted of:

(Unit : Baht)

Consolidated

2010 2009

Finished goods 2,855,139.05 6,458,559.67

Less allowance for diminutions in the value of inventories

(52,023.00) (81,898.08)

Net 2,803,116.05 6,376,661.59

The Company policy to set aside 20%, 50% and 100% allowance for advance repayable of custom brokerage which are classified as non-collectible and have been outstanding for a period overdue 4 –6 months, 6-12 months and overdue more than 12 months, respectively.


The costs of inventories recognized as expenses for the year ended 31 December 2010 are Baht 88.02 million (2009 : Baht 107.31 millions).

107

(Unit : Baht)


2010 2009 2010 2009

Supplies 4,360,951.69 3,149,950.93 4,186,216.10 2,949,453.45

Prepaid insurance expenses 5,469,155.05 3,578,544.20 4,607,294.46 3,102,527.60

Other account receivables 10,982,511.44 18,895,216.99 13,782,043.05 7,219,209.97

Advance payment to employees 7,038,059.54 5,370,233.12 4,218,490.19 3,497,960.74

Deposit payment 3,762,485.38 1,282,438.38 3,752,588.38 1,276,238.38

Accrued interest receivable 128,315.54 129,465.14 8,661,490.62 4,104,905.11

Others 3,832,700.98 2,561,752.60 3,798,576.36 3,564,978.33

Total 35,574,179.62 34,967,601.36 43,006,699.16 25,715,273.58

Less allowance for doubtful debts (1,529,171.09) (881,579.35) (418,830.35) (432,830.35)

Net 34,045,008.53 34,086,022.01 42,587,868.81 25,282,443.23

11. Other current assets

Consisted of:

12. Investments in subsidiary companies, net

The nature and carrying value of investment in subsidiaries in the separate financial statement can be summarised as follows:

(Unit : Baht)

Issued and paid-up capital Investment portion (%) Cost method

Company’s name 2010 2009 2010 2009 2010 2009

Eternity Transport Co; Ltd. 20,000,000.00 20,000,000.00 100% 100% 19,999,300.00 19,999,300.00

Eternity Logistic Co; Ltd. 5,000,000.00 1,000,000.00 100% 100% 4,999,300.00 999,300.00

Eternity Consulting & Service Co; Ltd. 20,000,000.00 20,000,000.00 70% 40% 14,034,800.00 8,034,800.00

Pands Group Logistic Co; Ltd. 100,000,000.00 100,000,000.00 70% 70% 69,999,600.00 69,999,600.00

109,033,000.00 99,033,000.00

Less allowance for impairment (33,684,352.05) (33,684,352.05)

Net 75,348,647.95 65,348,647.95


108

On 17 August 2007, the Company’s board of directors meeting is resolved that the EM Transport Co., Ltd. is liquidated while there is no business activity incurred from the middle of August, 2007 onwards. Presently, EM Transport Co., Ltd. is under the liquidation process.

On 15 June 2010, the Company’s board of directors meeting is resolved that the Eternity Trans-port Co., Ltd. is liquidated while there is no business activity incurred from the middle of June, 2010 onwards and in July 2010, the Company purchases the ordinary shares of Eternity Consulting & Service Co., Ltd. in number of 60,000 shares in the par value of Baht 100 per share in amount of Baht 6.0 millions from Eternity Transport Co., Ltd. Presently, Eternity Transport Co., Ltd. is under the liquidation process.

On 12 May 2010, the board of directors meeting is resolved that the Company invests in the ordinary shares of Eternity Logistics Co., Ltd. in number of 40,000 shares in the par value of Baht 100 per share in amount of Baht 4.0 millions equivalent to proportion of 100% of issued and paid up shares capital .


109

13. P

ROPE

RTY, P

LANT

AND

EQUI

PMEN

T, NE

T

CONS

ISTE

D OF:

(Unit :

Bah

t)

Land

Build

ing, w

areh

ouse

sim

prov

emen

ts and

facil

ities sy

stem

Tools an

d eq

uipm

ent

Vehicle

sAs

sets und

er

cons

truction

Total

Cost :-

At 1

Jan

uary 2

010

48,316

,644

.27

134,72

1,07

8.17

58,312

,116

.33

713,95

5,43

5.52

342,94

3.40

955,64

8,21

7.69

Additio

ns-

610,40

0.28

3,59

1,33

6.77

5,34

5,93

1.19

25,276

,425

.79

34,824

,094

.03

Tran

sfer

in-

150,00

0.00

62,747

.40

15,320

,577

.71

-15

,533

,325

.11

Disp

osal

--

(1,447

,550

.35)

(16,59

6,97

2.15

)-

(18,04

4,52

2.50

)

Tran

sfer

out

-(2

51,460

.00)

(244

,573

.19)

(876

,829

.90)

(14,65

6,49

5.17

)(1

6,02

9,35

8.26

)

At 3

1 De

cembe

r 201

048

,316

,644

.27

135,23

0,01

8.45

60,274

,076

.96

717,14

8,14

2.37

10,962

,874

.02

971,93

1,75

6.07

Accu

mulated

dep

reciation:-

At 1

Jan

uary 2

010

-(1

9,50

4,40

8.76

)(3

9,88

9,17

3.74

)(3

06,260

,083

.88)

-(3

65,653

,666

.38)

Depr

eciatio

n ch

arge

s-

(7,577

,697

.54)

(9,081

,779

.60)

(51,19

7,10

4.27

)-

(67,85

6,58

1.41

)

Tran

sfer

in-

--

--

-

Disp

osal

--

743,01

9.39

11,773

,923

.80

-12

,516

,943

.19

Tran

sfer

out

-24

5,74

0.87

238,21

2.75

--

483,95

3.62

At 3

1 De

cembe

r 201

0-

(26,83

6,36

5.43

)(4

7,98

9,72

1.20

)(3

45,683

,264

.35)

-(4

20,509

,350

.98)

Net b

ook va

lue

At 3

1 De

cembe

r 200

948

,316

,644

.27

115,21

6,66

9.41

18,422

,942

.59

407,69

5,35

1.64

342,94

3.40

589,99

4,55

1.31

At 3

1 De

cembe

r 201

048

,316

,644

.27

108,39

3,65

3.02

12,284

,355

.76

371,46

4,87

8.02

10,962

,874

.02

551,42

2,40

5.09

Depr

eciatio

n for t

he yea

r end

ed o

n 31

De

cembe

r 200

971

,902

,164

.89

Depr

eciatio

n for t

he yea

r end

ed o

n 31

De

cembe

r 201

067

,856

,581

.41

Cons

olidated

fina

ncial s

tatemen

ts

NOTE

S TO

THE

FIN

ANCI

AL S

TATE

MEN

TS

110

SEPA

RATE

FIN

ANCI

AL S

TATE

MEN

TS

(Unit :

Bah

t)

Mob

ile o

ffice

and

facilities sy

stem

Tools an

d eq

uipm

ent

Vehicles

Asse

ts und

erInstallatio

nTo

tal

Cost :-

At 1

Jan

uary 2

010

34,305

,003

.64

31,943

,834

.83

526,06

0,86

7.67

204,98

3.40

592,51

4,68

9.54

Additio

ns30

1,55

5.79

1,46

3,01

1.48

4,30

5,52

6.60

22,049

,433

.85

28,119

,527

.72

Tran

sfer

in15

0,00

0.00

62,747

.40

14,443

,747

.81

-14

,656

,495

.21

Disp

osal

-(1

,391

,429

.00)

(16,39

5,42

0.00

)-

(17,78

6,84

9.00

)

Tran

sfer

out

-(1

81,298

.51)

-(1

4,65

6,49

5.21

)(1

4,83

7,79

3.72

)

At 3

1 De

cembe

r 201

034

,756

,559

.43

31,896

,866

.20

528,41

4,72

2.08

7,59

7,92

2.04

602,66

6,06

9.75

Accu

mulated

dep

reciation:-

At 1

Jan

uary 2

010

(7,730

,021

.25)

(21,63

8,46

2.92

)(2

33,454

,306

.23)

- (2

62,822

,790

.40)

Depr

eciatio

n ch

arge

s(4

,063

,335

.81)

(4,726

,223

.40)

(34,00

5,81

8.45

)-

(42,79

5,37

7.66

)

Tran

sfer

in-

--

--

Disp

osal

-70

1,00

2.67

11,673

,189

.48

-12

,374

,192

.15

Tran

sfer

out

-17

8,81

9.70

--

178,81

9.70

At 3

1 De

cembe

r 201

0(1

1,79

3,35

7.06

)(2

5,48

4,86

3.95

)(2

55,786

,935

.20)

-(2

93,065

,156

.21)

Net b

ook va

lue

At 3

1 De

cembe

r 200

926

,574

,982

.39

10,305

,371

.91

292,60

6,56

1.44

204,98

3.40

329,69

1,89

9.14

At 3

1 De

cembe

r 201

022

,963

,202

.37

6,41

2,00

2.25

272,62

7,78

6.88

7,59

7,92

2.04

309,60

0,91

3.54

Depr

eciatio

n for t

he yea

r end

ed o

n 31

De

cembe

r 200

944

,621

,614

.68

Depr

eciatio

n for t

he yea

r end

ed o

n 31

De

cembe

r 201

042

,795

,377

.66

NOTE

S TO

THE

FIN

ANCI

AL S

TATE

MEN

TS

111

(Unit : Baht)


2010 2009 2010 2009

Cost – capitalised finance lease 199,819,161.90 329,264,489.00 123,767,632.00 235,032,489.00

Less Accumulated depreciation (66,085,613.27) (107,072,931.65) (41,874,497.24) (87,074,532.75)

Net book value 133,733,548.63 222,191,557.35 81,893,134.76 147,957,956.25

As at 31 December 2010, the gross carrying amounts of certain property, plant and equipment items of the Group totaling Baht 106.29 million (31 December 2009 : Baht 88.31 million) were fully de-preciated but these items are still in active use.

As at 31 December 2010, a subsidiary has mortgaged the land plus property in cost price of Baht 147.64 millions (31 December 2009: Baht 147.88 million) in order to guarantee against credit facility that the Parent Company receives from one merchant bank in the credit line of Baht 200 millions.

As at 31December 2010 and 2009, leased assets included above, where the Group is a lessee

under a finance lease, comprise equipment and vehicles:


112

(Unit : Baht)

Computer software

Port management right fee Goodwill Total

Cost :-

As at 1 January 2010 3,480,611.44 7,476,635.51 1,529,445.09 12,486,692.04

Purchase 116,315.75 - - 116,315.75

Disposal - - - -

Transfer in/out - - - -

As at 31 December 2010 3,596,927.19 7,476,635.51 1,529,445.09 12,603,007.79

Accumulated amortization :-

As at 1 January 2010 (2,514,703.10) (2,596,054.00) - (5,110,757.10)

Amortization charge (517,035.18) (1,246,105.92) - (1,763,141.10)

Disposal/other - - - -

As at 31 December 2010 (3,031,738.28) (3,842,159.92) - (6,873,898.20)

Allowance for impairment :-

As at 1 January 2010 - - (1,529,445.09) (1,529,445.09)

Increase - - - -

As at 31 December 2010 - - (1,529,445.09) (1,529,445.09)

Net book value :-

As at 31 December 2009 965,908.34 4,880,581.51 - 5,846,489.85

As at 31 December 2010 565,188.91 3,634,475.59 - 4,199,664.50

Amortization charges for the year ended on 31 December 2009

1,809,755.47

Amortization charges for the year ended on 31 December 2010

1,763,141.10

14. Intangible assets, net

Consisted of:Consolidated financial statements


113

(UNIT : BAHT)

Computer softwarePort management

right fee TotalCost :-

As at 1 January 2010 2,099,050.48 7,476,635.51 9,575,685.99

Purchase 100,594.75 - 100,594.75

Transfer out - - -

As at 31 December 2010 2,199,645.23 7,476,635.51 9,676,280.74

Accumulated amortization :-

As at 1 January 2010 (1,265,533.13) (2,596,054.00) (3,861,587.13)

Amortization charge (419,654.18) (1,246,105.92) (1,665,760.10)

Disposal/other - - -

As at 31 December 2010 (1,685,187.31) (3,842,159.92) (5,527,347.23)

Net book value :-

As at 31 December 2009 833,517.35 4,880,581.51 5,714,098.86

As at 31 December 2010 514,457.92 3,634,475.59 4,148,933.51

Amortization charges for the year ended on 31 December 2009 1,652,087.81

Amortization charges for the year ended on 31 December 2010 1,665,760.10

Separate financial statements

(Unit : Baht)


2010 2009 2010 2009

Prepaid land lease expense 2,828,129.82 3,171,499.92 2,828,129.82 3,171,499.92

Fixed deposit pledged as collateral 3,601,522.66 3,577,952.33 1,063,070.91 1,052,649.68

Deposit and guarantee payment 3,253,914.40 3,532,444.40 599,695.00 1,844,720.00

Withholding income tax 14,171,166.10 8,097,168.41 5,492,844.78 779,551.83

Others 5,407.20 696,504.93 5,407.20 17,059.84

Total 23,860,140.18 19,075,569.99 9,989,147.71 6,865,481.27

Less allowance for doubtful debts (1,037,102.80) (1,002,676.27) - -

Net 22,823,037.38 18,072,893.72 9,989,147.71 6,865,481.27

15. Other non-current assets

Consisted of:


114

As at 31 December 2010 and 2009, the Company comprises fixed deposit with merchant banks by approximate which is pledged as collateral so as to guarantee against the petrol usage, to insure damage with the Port Authority of Thailand and against the electricity usage of the Company and one subsidiary. And one subsidiary comprises fixed deposit with merchant banks by approximate which is pledged as collateral so as to guarantee against transportation loss with one company.

16. Bank overdraft and short-term loans from financial institutions

Consisted of:(Unit : Baht)


2010 2009 2010 2009

Bank overdraft 3,881,101.32 - 3,881,101.32 -

Short term loan 140,000,000.00 140,000,000.00 140,000,000.00 140,000,000.00

143,881,101.32 140,000,000.00 143,881,101.32 140,000,000.00

(Unit : Baht)


2010 2009 2010 2009

Accrued other expenses 20,103,844.55 12,497,075.16 16,934,091.34 11,536,518.14

Other payables 5,541,531.63 2,559,155.20 7,874,991.36 1,521,744.87

Others 6,965,371.90 6,861,914.72 5,220,133.19 4,174,594.85

Total 32,610,748.08 21,918,145.08 30,029,215.89 17,232,857.86

As at 31 December 2010 and 2009, the Group held bank overdraft facilities from commercial banks and interest is charged by referring from interest rate of MOR . The credit facilities were secured by the subsidiary’s land, building and equipment and also guaranteed by one subsidiary.

As at 31 December 2010 and 2009, short term loan is loan in type of promissory note, maturity of three months, with several merchant banks while interest is carried and referring from loan rate of commercial bank and guaranteed by one subsidiary.

17. Other current liabilities

Consisted of:


115

(Unit : Baht)


2010 2009 2010 2009

Obligation under finance lease 55,469,725.27 106,503,326.91 34,911,572.46 66,141,073.48

Less deferred finance lease charges (4,208,654.78) (7,846,491.04) (2,861,674.01) (3,850,333.51)

51,261,070.49 98,656,835.87 32,049,898.45 62,290,739.97

Less current portion (32,955,767.05) (62,758,206.45) (19,410,636.74) (44,839,443.19)

Net 18,305,303.44 35,898,629.42 12,639,261.71 17,451,296.78

18. Obligation under finance lease, net

Consisted of:

As at 31 December 2010, the Group performs the contract of long term financial leased with several leasing companies so as to lease vehicle and equipment by number of 83 contracts (31 December 2009 : 103 contracts). The leased contracts determine leased fee repayment as monthly installment from Baht 9,799.06 per month to Baht 79,791.00 per month. The leased period is carried from 3 years to 5 years. Such leased contract comprises the Company’s directors and one subsidiary as guarantors. In addition, ownership of such vehicle and equipment will transfer to ownership of the Group when the Group pays the final installment in accordance with the leased contract.

Obligation under finance lease – minimum lease payments:

Consolidated financial statements(Unit : Baht)

2010 2009

Obligation under finance

lease

Deferred finance lease

charges

Net Obligation under finance

lease


charges

Net

Not later than 1 year

35,396,824.16 (2,441,057.11)32,955,767.05 68,686,004.63 (5,927,798.18) 62,758,206.45

Later than 1 year but not later than 5 years

20,072,901.11 (1,767,597.67)18,305,303.44 37,817,322.28 (1,918,692.86) 35,898,629.42

Total 55,469,725.27 (4,208,654.78)51,261,070.49 106,503,326.91 (7,846,491.04) 98,656,835.87


116

Separate financial statements (Unit : Baht)

2010 2009

Obligation under finance

lease


charges

Net Obligation under finance

lease


charges

Net

Not later than 1 year

20,738,942.91 (1,328,306.17)19,410,636.74 48,031,209.59 (3,191,766.40) 44,839,443.19


14,172,629.55 (1,533,367.84)12,639,261.71 18,109,863.89 (658,567.11) 17,451,296.78

Total 34,911,572.46 (2,861,674.01)32,049,898.45 66,141,073.48 (3,850,333.51) 62,290,739.97

(Unit : Baht)


2010 2009 2010 2009

Long-term loans from bank 86,870,221.73 100,637,914.77 83,666,962.93 99,297,273.61

Less current portion (18,973,982.10) (18,228,873.96) (17,794,070.28) (17,794,071.30)

Net 67,896,239.63 82,409,040.81 65,872,892.65 81,503,202.31

19. Long-term loans from bank, net

Consisted of :

The Company comprises long term loan with one domestic bank in the credit line of Baht 30 millions so as to repay modification fee and/or NGV. In addition, interest is charged by referring from interest rate of MOR, it is determined that the principle is monthly repayable. The first installment is repayable on the final date of next month after the month of the first installment loan withdrawal. Moreover, the loan principal has to be completely repayable within 48 months commenced from the month which the first installment principle is due for payment. As at 31 December 2010, the outstanding balance of such loan is Baht 9.73 millions. (31 December 2009 : Baht 12.51 million)

The Company comprises long term loan with one domestic bank in the credit line of Baht 90 millions so as to repay in order to repay debt of long term loan from the bank for one subsidiary company. In addition, interest is charged by referring from interest rate of MLR, it is determined that the principle is monthly repayable. The first installment is repayable on the final date of next month after the month of the first installment loan withdrawal. Moreover, the loan principal has to be completely repayable within 84 months commenced from the month which the first installment principle is due for payment.


117

Such loan is pledged by land plus property of the subsidiary and jointly guaranteed by three directors of the subsidiary company. As at 31 December 2010, the outstanding balance of such loan is Baht 73.94 millions. (31 December 2009: Baht 86.79 million)

One subsidiary comprises long term loan with one domestic bank in the credit line of Baht 5 millions so as to repay modification fee and/or NGV. In addition, interest is charged by referring from interest rate of MOR, it is determined that the principle is monthly repayable. The first installment is repayable on the final date of next month after the month of the first installment loan withdrawal. Moreover, the loan principal has to be completely repayable within 48 months commenced from the month which the first installment principle is due for payment. Such loan is pledged by the Parent company. As at 31 December 2010, the outstanding balance of such loan is Baht 3.20 millions. (31 December 2009: Baht 1.34 million)

The Group constitutes important procedure in accordance with the loan contract which is specified in the loan contract as follows:

- The Group has to take the loan to use in accordance with the purpose according to specified in the loan contract.- The Group will not proceed with the amendment of the business type or participate with any other business apart from those operated in the time being during the loan contract performance.- It is determined that the Group has to maintain proportion of some financial issue in accordance with the determination of those specified in the loan contract.

Long-term loans – minimum loan payments:

(Unit : Baht)


2010 2009 2010 2009

Not later than 1 year 18,973,982.10 18,228,873.96 17,794,070.28 17,794,071.30


58,221,239.63 72,734,040.81 56,197,892.65 71,828,202.31

Later than 5 years 9,675,000.00 9,675,000.00 9,675,000.00 9,675,000.00

Total 86,870,221.73 100,637,914.77 83,666,962.93 99,297,273.61


118

Number of shares

(Unit : shares)

Ordinary shares

(Unit : Baht)

Premium on ordinary share(Unit : Baht)

Total(Unit : Baht)

As at 1 January 2009 140,000,000 140,000,000.00 154,932,789.85 294,932,789.85

Issue of share during the year - - - -

As at 31 December 2009 140,000,000 140,000,000.00 154,932,789.85 294,932,789.85

Issue of share during the year - - - -

As at 31 December 2010 140,000,000 140,000,000.00 154,932,789.85 294,932,789.85

As at 31 December 2010, the total number of registered ordinary shares is in number of 140,000,000 shares. (31 December 2009 : 140,000,000 shares ) There is par value of Baht 1 per share. (31 December 2009 : par value of Baht 1 per share) Shares capital issued and called for paid-up from in number of 140,000,000 shares (31 December 2009 : 140,000,000 shares ). There is par value of Baht 1 per share. (31 December 2009 : par value of Baht 1 per share)

The capital management

The Group constitutes purpose with respect to capital management in order to remain for ability in the continued operation and ability to appropriately provide remuneration to various group of participating interest while the Group will maintain capital in the level with the least risk.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt obligations.

21. Legal reserve

Under the provisions of the Public Company Limited Act B.E. 2535, the Company is required to set aside as a legal reserve at least 5% of its net profit after accumulated deficit brought forward (if any) until the reserve is not less than 10% of the registered capital. This reserve is not available for dividend distribution.

20. Share capital

The movements of share capital and premium on ordinary shares for the year ended 31 December 2010 and 2009 are as follow:


119

As at 31 December 2010 and 2009, the Company has appropriated net income in amount of Baht 0.88 million and Baht 1.15 million, respectively, to the legal reserve.

22. Dividends paid

In accordance with the annual ordinary general meeting of shareholders held on 22 April 2010 to pay the annual dividend from operation result of the Company for the year 2009 of Baht 0.04 per share amounting to Baht 5.60 million. (2009 : Baht 15.40 million) The Company paid such dividend in May 2010.

23. Other income

For the years ended 31 December 2010 and 2009 is as follow:

(Unit : Baht)


2010 2009 2010 2009

Gain from disposal of equipment 8,087,687.76 956,607.59 7,675,407.11 641,429.35

Income from management services 1,832,405.02 223,421.31 3,471,270.96 3,388,287.06Others income 8,736,008.27 3,333,835.30 17,046,731.87 9,381,283.30

Interest income 86,865.02 116,541.77 9,556,149.41 7,382,558.50

Others 3,148,201.95 5,036,326.38 572,412.06 1,455,447.93

Total 21,891,168.02 9,666,732.35 38,321,971.41 22,249,006.14

24. Basic earnings per share

Basic earnings per share is calculated by dividing the net profit for the period attributable to sharehold-ers by the weighted average number of paid-up ordinary shares in issue during the period.


120

25. Supplemental disclosures of cash flow information

25.1 Cash and cash equivalents are composed from transactions in the balance sheet as follows:

(Unit : Baht)


2010 2009 2010 2009

Cash 7,918,448.33 1,884,656.33 1,996,899.40 1,672,479.00

Cash deposits-Saving accounts 3,864,686.85 23,224,642.09 3,710,144.59 22,769,020.86Cash deposits Fixed accounts 2,626,038.28 2,612,428.43 2,626,038.28 2,612,428.43

Cash deposits-Current accounts 8,610,838.93 19,676,126.55 4,658,416.66 7,164,162.97

Total 23,020,012.39 47,397,853.40 12,991,498.93 34,218,091.26

(Unit : Baht)


2010 2009 2010 2009

Acquired assets by cash 18,719,515.17 6,261,510.61 12,883,377.72 2,003,505.43

Payables for acquired assets - 136,960.00 - -Finance lease 16,104,578.86 748,005.00 15,236,150.00 748,005.00

Total cost 34,824,094.03 7,146,475.61 28,119,527.72 2,751,510.43

25.2 The Group acquired land, building and equipment with the detail as follows:

25.3 Significant noncash transaction

- During the year 2010, one subsidiary transferred the office equipments for debt settlement to a account payable in amount of Baht 0.19 million. - During the year 2010, the Company purchased the ordinary shares of Eternity Consulting & Service Co., Ltd in amount of Baht 6.00 million but did not pay. - During the year 2009, three subsidiaries reclassified withholding tax account of 2008 from other current asset to other non-current asset in amount of Baht 3.23 million. - During the year 2009, one subsidiary disposed assets in amount of Baht 0.17 million but did not received money and recorded as the other account receivable. - During the year 2009, one subsidiary disposed vehicles and transfers obligation under financial lease in amount of Baht 0.69 million.


121

- During the year 2009, the Company has borrowed long term loan from one domestic bank and asked the bank to transfer money to repay debt of long term loan due to the bank of one subsidi-ary in amount of Baht 78.91 millions. Moreover, the Company has recorded such amount as long term loan due from the subsidiary. - During the year 2009, the Company reclassified deposit payment of 2008 from other cur-rent asset to other non-current asset in amount of Baht 0.12 million.

26. Expenditure items classified by nature

The following expenditure items, classified by nature, have been charged in arriving at net profit for the years ended 31 December 2010 and 2009:

(Unit : Baht)


2010 2009 2010 2009

The change of finished goods 3,603,420.62 (5,360,564.06) - -

Supplies used 212,908,398.06 185,787,079.21 171,418,243.34 160,276,108.29Staff cost 252,680,184.91 236,087,543.26 215,750,364.27 206,403,519.69

Depreciation expenses 67,856,581.41 71,902,164.89 42,795,377.66 44,621,614.68

Amortisation expenses 2,140,937.73 2,153,125.57 2,009,130.20 1,995,457.91

27. Provident fund

The Group established a contributory registered provident fund, in accordance with the Provident Fund Act B.E.2530. The Group appointed an authorized fund manager to manage the fund on 1 December 2005. Under the plan, employees must contribute 2 percent of their basic salary and the Company is required to make monthly contributions to the fund at the same rate of employees. In the year 2010, the Group contribution to the provident fund was Baht 1.78 million (2009 : Baht 1.76 million)


122

28. Segment Information

The details of segment information for the year ended 31 December 2010 is as follow:(UNIT : MILLION BAHT)

Revenue from transportation

Revenue from warehouse and

distribution management

Revenue from custom brokerage

Sales of goods Others Eliminated Consolidated

Sales of goods and services 798 45 84 99 24 (25) 1,025Cost of goods and services (734) (29) (78) (90) (16) 18 (929)

Gross margin 64 16 6 9 8 (7) 96

Other income 22

Administrative expenses (61)

Management benefit expense (24)

Finance cost (17)

Profit before income tax 16

Income tax (5)

Profit before minority interest 11Minority’s interest 3

Net profit 14

The Group’s fixed assets 413 3 - - 135 551Depreciation expenses 62 1 - - 5 (68)The Group’s total liabilities 404


123

(UNIT : MILLION BAHT)

Revenue from transportation

Revenue from warehouse and

distribution management

Revenue from custom brokerage

Sales of goods Others Eliminated Consolidated

Sales of goods and services 720 40 88 115 26 (19) 970Cost of goods and services (646) (32) (72) (107) (15) 17 (855)

Gross margin 74 8 16 8 11 (2) 115

Other income 9

Administrative expenses (55)

Management benefit expense (23)

Finance cost (26)

Profit before income tax 20

Income tax (9)

Profit before minority interest 11Minority’s interest 4

Net profit 15

The Group’s fixed assets 447 2 - - 140 589Depreciation expenses 65 2 - - 5 72The Group’s total liabilities 443

The details of segment information for year ended 31 December 2009 is as follow:

29. Financial instruments

The principal financial risks faced by the Group are interest rate risk and credit risk. The Group did not speculate in or engage in trading of any derivative financial instruments.

29.1 Interest rate risk

Interest rate risk arises from the fluctuation of market interest rates, which may have a negative effect on current and future operations of the Group. Management believes that the interest rate risk is minimal since the major loan is liability according to long term financial leased contract which is fixed interest rate in accordance with the contract. As the results, the Group did not perform the contract of such risk hedging.


124

Consolidated Separate Separate financial statement

Unit : Million Baht Interest rate per annum

Unit : Million Baht Interest rate per annum

Short-term loans from financial institutions

144 MOR 144 MOR

Long-term loans from related parties 13 MOR-1% 19 MOR-1%Long-term loans from bank 87 MOR 84 MOR

29.2 Credit risk

Credit risk is the risk that counterparties is unable or unwilling to meet a commitment that they have entered into with the Group. This risk is controlled by the application of credit approvals, limits and monitoring procedures. The maximum credit risk exposure is the book value of assets after deduction of allowance for doubtful accounts as presented in the balance sheets. Moreover, the Group has no significant concentrations of credit risks.

29.3 Fair value

The carrying amounts of cash and cash equivalents, trade accounts receivable and payable, account receivable and payables to related parties and amounts due from and due to related parties close to their fair value due to these financial assets and liabilities are short term. Obligation under finance lease and long term loans carry interest at rates close to current market rates so that the carrying value of such long term loans close to their fair value.

30. Obligation and contingent liabilities

30.1 The Group has entered into lease and related service agreements for land, office space, car, office furniture and transportation service with the third parties for the periods ranging from 1 – 3 years with options to renew. The future aggregate minimum payments are as follows:

As at 31 December 2010 the outstanding of loans which are exposed to interest rate risk as follows:


125

Separate financial

Consolidated statements

Not later than 1 year 12 9

Later than 1 year but not later than 3 years 29 20

Total 41 29


(Unit : million Baht)

30.2 The Group has entered into vehicle maintenance and tires service agreements with the third parties for the periods ranging from 3 – 5 years. The future aggregate minimum payments are as follows:


Consolidated /separate financial statements

Not later than 1 year 20

Later than 1 year but not later than 5 years 5

25

126

30.3 The Group had commitments with local banks relating to letters of guarantee as follows:


Consolidated financial statements

Separate financial statements

Letters of guarantee 10.47 1.00

31.Subsequent event

In accordance with Board of Directors meeting held on 24 February 2011, to pay the annual dividend from operation result of the Company for the year 2010 of Baht 0.03 per share amounting to Baht 4.20 million.The Company will pay such dividend in 21 April 2011.

32. Approval of financial statements

These consolidated and separate financial statements have been approved for issue by the Board of directors of the Company on 24 February 2011.


127

In 2006, the Company and subsidiaries paid remuneration for the auditor in a total amount of Bt. 1,712,405 comprising Bt. 980,000 audit fee, Bt. 660,000 review fee and Bt. 72,405 traveling expenses of the auditor. The auditor did not provide any other services.





Remuneration for the auditor

Date post:	22-Mar-2016
Category:	Documents
Upload:	surachet-fungwatthananon
View:	233 times
Download:	8 times

ETG : Annual Report 2010

Documents