Professional Documents
Culture Documents
3 / Investor Information
4 / Financial Highlights
10 / CEO Talk
12 / Board of Directors
14 / Executive Committee & Management Committee
16 / Profile of Directors & Key Management
28 / Product Portfolio
38 / Sustainability Report
46 / Awards
52 / Shareholding Structure
54 / Report of the Board of Directors
66 / Organization Structure
70 / Operating and Financial Review
92 / Our People Our Success
94 / Credit Rating Announcement
95 / Corporate Governance Report
108 / Audit Committee Report
109 / Audit Report of Certified Public Accountant
110 / Financial Statements
214 / Interested Persons Transactions Report
230 / Announcements to SGX in 2011
231 / General Corporate Information
Annual Report
2011
Thai Beverage
Public
Company
Limited
Investor Information
Thai Beverage Public Company Limited is listed on
the Singapore Exchange (SGX) main board.
Share Price
(S$)
0.35
0.30
ThaiBev Close
0.25
STI Rebased
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
2011
Vol.
(M Shares)
300
Namfon
Investor
Tel:
Fax:
E-mail:
250
200
Aungsutornrungsi
Relations Manager
+662 785 5037
+662 272 3026
namfon.a@thaibev.com
Kamolrat Lapumnuaypon
Investor Relations Officer
Tel:
+662 785 5036
Fax:
+662 272 3026
E-mail: kamolrat.l@thaibev.com
150
100
50
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
2011
Tiranan Kittipong
Investor Relations Officer
Tel:
+662 785 5281
Fax:
+662 272 3026
E-mail: tiranan.k@thaibev.com
/3
/
Financial
Highlights
Financial Highlights
2011
Restated*
2010
132,187
120,472
Total revenues
132,754
120,837
Cost of sales
97,342
89,825
Gross profit
34,845
30,647
Operating profit
17,339
14,699
EBIT
17,906
15,064
Net profit
11,984
10,659
3,331
4,492
21,237
19,556
Current assets
46,270
35,189
Non-current assets
53,622
41,844
Total assets
99,892
77,033
Current liabilities
21,310
18,368
Non-current liabilities
15,065
1,785
Total liabilities
36,375
20,153
Shareholders equity
63,517
56,880
99,892
77,033
Liquidity Ratio
/4
Current Ratio
times
2.17
1.92
Quick Ratio
times
0.69
0.44
days
7.65
6.02
days
110.23
108.37
days
16.98
14.01
Cash Cycle
days
100.90
100.38
Annual Report
2011
Thai Beverage
Public
Company
Limited
2011
Restated*
2010
Profitability Ratio
Gross Profit Margin
26.36
25.44
EBITDA Margin
16.07
16.23
EBIT Margin
13.55
12.50
70.63
103.49
9.07
8.85
Return on Equity
19.91
18.81
Return on Assets
13.55
13.83
30.81
29.26
times
1.49
1.56
times
0.57
0.35
times
0.29
0.16
times
0.86
0.48
times
46.70
75.59
77.15
83.30
Efficiency Ratio
Leverage Ratio
/5
/
Financial
Highlights
2010
120.5
Billion Baht
132.2
2011
From
From
Food Non-Alcohol
Beverage
/6
From
Beer
25
Billion Baht
64
From
Spirits
Annual Report
2011
Thai Beverage
Public
Company
Limited
Million Liters
Sales Volume
Spirits
552
2011
520
2010
Beer
2011
613
651
2010
Non-Alcohol Beverage
519
2011*
2010
348
* Remark: Sales volume of the Non-Alcohol beverage from the 4th quarter of 2011 onwards (after the acquisition of
Serm Suk Public Company Limited (Serm Suk)) includes sales volume of products under brands owned by Serm Suk.
/7
Annual Report
2011
Thai Beverage
Public
Company
Limited
Charoen Sirivadhanabhakdi
Chairman of the Board
/9
CEO Talk
Dear Shareholders,
2011 was an eventful year for Thailand, growth of Thai
business sector to some extent was held back by several
challenges. One that stands out is the instability of global
economy. On the domestic front, Thailand suffered through its
worst flood in decades during the latter part of 2011. Many
Thai business sectors were severely impacted by the flood
situation. For ThaiBev, we prepared and dealt with the
circumstances by forming related committees and working
groups to oversee key operations in order to ensure business
continuity, to provide morale support and assistance to our
employees as well as extending our support to the general
public who are affected by the ordeal, and to prepare for the
post-flood recovery plan. Moreover, ThaiBev joined hand with
the leading Thai corporations in a campaign called Power of
Thai Project. The main purpose of the project is to raise funds
to provide financial support and restoration in relation to
education for children after the flood.
ThaiBev businesses were no exception; some of our operations
were affected and damaged by the flood. We however managed
to minimize the severity, among which was that we rechanneled
our product distribution. We resorted to optimizing our
extensive and flexible distribution networks by altering the
delivery routes to ensure that our products reached
consumers, amidst the crisis. Our sales teams were relocated
to unaffected zones in order to maintain on-going support and
sales continuity as well as to compensate for loss of sales in
the flooded zones. Even though these efforts added higher
distribution cost for a short period, we successfully maintained
the sales volume and minimized the relevant impact.
ThaiBev overcame many constraints and delivered a total sales
of Baht 132,186 million or an increase of 9.7 percent in 2011
while our net profit saw growth of 12.4 percent, when compared
to 2010. The net profit rose as a result of the healthy growth
of the domestic spirits business as we continuously catered
products which answered to demands of consumers, both in
terms of taste and price. 2011 also marked the launch of the
newest member of the Chang family called Chang Export,
introduced in late 2011 to fulfill the demand of drinkers who
prefer lighter beer with lower alcohol degree.
Our non-alcohol business also made significant progress in
2011. We continued to venture into and expanded our
non-alcohol segment through the launch of innovative
products; for example, green tea mixed with soda water
Chakulza aimed to penetrate the carbonated soft drink
market, Fruito, green tea mixed with fruit flavors our
step further into the fruit juice market. These reflected our
unending product development to secure and strengthen our
market position as leader of green tea drinks as well as to
expand our consumer base. A major milestone for the nonalcohol business in 2011 was the acquisition of Serm Suk
Public Company Limited (Serm Suk) from PepsiCo Group.
By combining Serm Suks strong distribution network and
ours, ThaiBev gains greater and more extensive access to
consumers, especially for the non-alcohol portfolio.
Our international business performance continues to grow in
all markets. 2011 saw growth of 25 percent, with the key
/ 10
Thapana Sirivadhanabhakdi
President and CEO
/
Board of
Directors
Board of Directors
/ 12
10
Annual Report
2011
Thai Beverage
Public
Company
Limited
11
12
13
14
15
16
17
18
19
20
/ 13
/
Executive
Committee
Executive Committee
10
11
12
13
14
15
16
17
/ 14
Annual Report
2011
Thai Beverage
Public
Company
Limited
Executive Committee
1 / Mr. Charoen Sirivadhanabhakdi
Executive Chairman
Management Committee
1 / Mr. Thapana Sirivadhanabhakdi
President and CEO
Marketing
/ 15
/
Profile of Directors &
Key Management
/ 16
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 17
/
Profile of Directors &
Key Management
/ 18
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 19
/
Profile of Directors &
Key Management
/ 20
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 21
/
Profile of Directors &
Key Management
/ 22
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 23
/
Profile of Directors &
Key Management
/ 24
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 25
/
Profile of Directors &
Key Management
/ 26
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 27
/
Product
Portfolio
Product Portfolio
Brandy
Brown Spirits
Meridian
Sangsom
Special Rum
Sangsom
Superior
Mekhong
Sangsom
Similan
/ 28
Blend 285
Sangsom
Premium
Drummer
Blend 285
(1 Litre)
Crown 99
Annual Report
2011
Thai Beverage
Public
Company
Limited
Hong Thong
Mungkorn Thong
White Spirits
Ruang
Khao
28
Degrees
Ruang
Khao
30
Degrees
Ruang
Khao
35
Degrees
Ruang
Khao
40
Degrees
Paitong
30
Degrees
Paitong
35
Degrees
White
Tiger
28
Degrees
White
Tiger
30
Degrees
White
Tiger
35
Degrees
White
Tiger
40
Degrees
Mungkorn
Tajeen
30
Degrees
Mungkorn
Tajeen
35
Degrees
Mungkorn
Tajeen
40
Degrees
/ 29
/
Product
Portfolio
White Spirits
Chaiya
Chao Praya
Hanuman
/ 30
ChiangChun
Mae Wang
Nagaraj
Phaya Seur
Bangyikhan
Others
Choo Sip Niw
Shinobu Sake
Annual Report
2011
Thai Beverage
Public
Company
Limited
Beer
Chang Classic
Chang Draught
Chang Light
Chang Export
Archa
Federbru
/ 31
/
Product
Portfolio
Chang
Soda Water
Original
/ 32
Chang
Bitter
Lime-Lemon
Flavored
Soda Water
Chang
Apple Mint
Flavored
Soda Water
Chang
Blue Magic
Tonic
Soda Water
Chang
Soda Water
Returnable
bottle
Crystal
Soda Water
Annual Report
2011
Thai Beverage
Public
Company
Limited
Wrangyer
Ranger (Export)
(Energy Drink)
Fruitnette
(100% Fruit Juice)
/ 33
/
Product
Portfolio
Oishi Beverage
Amino Plus
Chakulza
/ 34
Fruito
Annual Report
2011
Thai Beverage
Public
Company
Limited
Oden
Kani
Sandwiches
/ 35
/
Product
Portfolio
Chang Beer
6 pack
Mekhong
Phraya
Balblair
1965
/ 36
Old Pulteney
17 year old
Old Pulteney
21 year old
Balblair
2001
anCnoc
12 year old
anCnoc
16 year old
Balblair
1991
Balblair
1989
Speyburn
10 year old
Balblair
1978
Speyburn
Bradan Orach
Annual Report
2011
Thai Beverage
Public
Company
Limited
Cattos
Rare Old
Scottish
Hankey Bannister
12 year old
Regency
Cattos
12 year old
Hankey Bannister
21 year old Partners
Reserve
Cattos
25 year old
Drummer
MacArthurs
Chinese Spirits
Yuanjiang
6 year
Vodka
Gin
Kulov
Caorunn
Coldstream
Chinese Wines
Yuanjiang
9 year
Longevity
Ningbo Pagoda
/ 37
/
Sustainability
Report
Sustainability Report
Thai Beverage Public Company Limited has achieved business growth and expansion
through new products launch and overseas market penetration. As such, the Company
increasingly involved in surrounding elements, including the environment, society, and
stakeholders, such as shareholders, communities around production sites, employees,
customers, and so on. Besides, new technology currently drives numerous changes in
business operations. The industrial competition becomes more intense. Furthermore,
ThaiBev has expanded to the international market. We realize the importance of
sustainable development, and therefore implement the policy to develop Directors,
executives, and all employees in every aspect to ensure that we have a solid foundation
and readiness for competitions and changes, leading to sustainable growth, benefits
and added values for stakeholders, and contribution to the society and environment.
Business Ethics
/ 38
Annual Report
2011
Thai Beverage
Public
Company
Limited
Contributions
Social aspects
ThaiBev implements the projects to
enhance quality of our society and
conserve the nature and environment.
Honoring His Majesty the King
Integrated advertising and public
relations campaigns aiming to
encourage people to commit good
deeds in coherent with His Majesty
/ 39
/
Sustainability
Report
/ 40
Environmental conservation
Sponsorship for the Community
Water Resources Management under
the Royal Initiative project to fight
against drought and to increase
agricultural fertility that leads to
sustainable prosperity of the
community.
Support for the Elephant Reintroduction
Foundation to reintroduce the
elephants back to their natural habitat.
Education
ThaiBev adheres to the principle that
sound education holds the key to a solid
foundation of the Thai society in the long
run. Therefore, we provide educational
support for a sustainable future.
ThaiBev provides scholarships for
those with academic excellence,
financial aid for building construction,
educational and teaching materials,
for general individuals and for the
Annual Report
2011
Thai Beverage
Public
Company
Limited
ThaiBev supports
The White Elephant Art Award; providing
an arena for creativity to encourage
youths with artistic talent to enter their
artworks in an international level.
/ 41
/
Sustainability
Report
10
11
Overseas disasters
We provide financial donations,
blankets, and drinking water to aid
the earthquake and tsunami victims
in Japan via Ministry of Foreign Affairs.
Domestic flooding disaster
ThaiBev, in conjunction with the
Friends in Need (of Pa) Volunteers
Foundation, set up a mobile kitchen
and a mobile recreation program to
deliver flood relief.
/ 42
12
Annual Report
2011
Thai Beverage
Public
Company
Limited
Environmental Policy
/ 43
/
Sustainability
Report
/ 44
Annual Report
2011
Thai Beverage
Public
Company
Limited
Environmental
Risk Management Policy
Good Corporate
Governance
/ 45
2011
Corporate Awards
A Decade of Excellence:
Hall of Fame" from Thailand
Corporate Excellence Awards
By Thailand Management Association
2011
Product Awards
/ 46
Annual Report
2011
Thai Beverage
Public
Company
Limited
2011 Milestones:
January 2011
Promoting ThaiBev Core Values in
order to build a strong Corporate
culture for organizations sustainable
growth and employees engagement.
February 2011
Commencing the new Cold Aseptic
Filling production line of Oishi which
will enable production of additional
types of non-alcohol beverage as well
as enhance cost-saving efficiency.
June 2011
Oishi introduces Oishi Chakulza,
Thailands first sparkling
green teaa bold move to
shoot Oishi green tea into a new
segment, carbonated beverages.
Chakulza presents a refreshing
alternative for beverage consumers
who look for healthier choice of
drinks, to enjoy benefit from green
tea and freshness of sparkling
carbonated drinks.
October 2011
Acquisition of 64.66% shares of
Serm Suk Public Company Limited,
a leading beverage manufacturer
and distributor in Thailand.
Launch of the latest variant of
Chang Beer i.e. Chang Export in
the domestic market, targeting
consumers who prefer light and
easy-to-drink beer. The new beer
is made from 100% finest malt
with 5% ABV.
April 2011
Oishi has once again underscored
its long-standing leadership in
Thailands lucrative green tea
market with the launch of
Oishi Fruito, the brand-new high
quality Japanese green tea with
tasty sensation of Japanese style
premium fruit flavors.
August 2011
Investment in Balblair Distillery to
increase malt whisky production
through improved efficiencies and
process automation in response to
the continued growth in demand
for our single malt whiskies.
Introduction of the new variant of
Chang Flavored Soda, Blue Magic
Tonic Soda Water, as a new mixer
for liquor.
December 2011
Refresh of Old Pulteney branding
and packaging launched to coincide
with announcement of the brands
2012 World Whisky of the Year
Award by Jim Murrays Whisky Bible.
/ 47
LIVING
THE
VALUES
/ 48
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 49
/
Shareholding
Structure
Annual Report
2011
Thai Beverage
Public
Company
Limited
Shareholding Structure
Thai Beverage Public Company Limited
Registered capital of Baht 29,000,000,000 with paid-up capital of Baht 25,110,025,000
consisting of 25,110,025,000 issued common shares, with the par value of Baht 1 each.
Distillery Group
Brewery Group
Beer Group
Marketing Group
Thai Beverage Marketing Co., Ltd.
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
- Oishi Group
Japanese Green Tea / Non-Alcohol Beverage
Food Business Group
89.26%
100%
:
:
:
:
40.00%
Note
D
N
*
Speyburn-Glenlivet Distillery
Company Limited (D) (N)
100%
100%
100%
99.84%
100%
(3)
Remark:
(1) : Incorporated in Bermuda on January 5, 2011.
(2) : Thai Beverage Logistics Co., Ltd. acquired 64.66% of total issued and paid-up share of
Serm Suk Public Company Limited from a voluntary tender offer period ended October 19, 2011.
(3) : Thai Beverage Logistics Co., Ltd. derived this company from share acquisition of Serm Suk Public Company Limited.
/ 52
Trademark Group
100%
100%
99.72%
100%
100%
100%
100%
100%
100%
100%
Others
100%
5.98%
93.50%
58.63%
(N)
(N)
0.41%
18.55%
41.45%
100%
33.83%
7.54%
49.49%
Liquorland Limited
100%
50.02%
100%
100%
100%
100%
100%
100%
100%
100%
100%
(N)
100%
100%
/ 53
/
Report of
the Board of Directors
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
1.
Beer brewery
and production
of drinking water
and soda water
Common
5,550,000,000.00
555,000,000
555,000,000
100.00%
2.
Beer brewery
and production
of drinking water
and soda water
Common
6,600,000,000.00
660,000,000
660,000,000
100.00%
3.
Spirits distillery
Common
7,500,000,000.00
750,000,000
750,000,000
100.00%
4.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100.00%
5.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
6.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
7.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
8.
Spirits distillery
Common
4,000,000,000.00
400,000,000
400,000,000
100.00%
9.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100.00%
10.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
11.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
12.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100.00%
13.
Spirits distillery
Common
5,000,000,000.00
500,000,000
500,000,000
100.00%
/ 54
% of
Shareholding
Remark
Annual Report
2011
Thai Beverage
Public
Company
Limited
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
14.
Spirits distillery
Common
1,800,000,000.00
180,000,000
180,000,000
100.00%
15.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100.00%
16.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
17.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100.00%
18.
Spirits distillery
Common
1,000,000,000.00
10,000,000
10,000,000
100.00%
19.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
20.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
21.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
22.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
23.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
24.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
25.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
Remark
/ 55
/
Report of
the Board of Directors
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
26.
Beer and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
27.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
28.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
29.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
30.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
31.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
32.
Spirits distributor
Common
10,000,000.00
1,000,000
1,000,000
100.00%
33.
Spirits Distributor
Common
10,000,000.00
100,000
100,000
100.00%
34.
Spirits Distributor
Common
10,000,000.00
100,000
100,000
100.00%
35.
Common
1,000,000.00
100,000
100,000
100.00%
36.
Common
5,000,000.00
500,000
500,000
100.00%
37.
Common
1,200,000.00
120,000
120,000
100.00%
38.
Common
5,000,000.00
500,000
500,000
100.00%
39.
Common
5,000,000.00
500,000
500,000
100.00%
/ 56
Remark
Annual Report
2011
Thai Beverage
Public
Company
Limited
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
40.
Trading of
bio gas
Common
860,000,000.00
8,600,000
8,600,000
100.00%
41.
Production and
distribution of
energy drink
Common
200,000,000.00
20,000,000
20,000,000
100.00%
42.
Trading of
molasses
Common
40,000,000.00
40,000
39,889
99.72%
43.
Trading of feeds
and fertilizer
Common
1,000,000.00
10,000
10,000
100.00%
44.
Trading of
supplies and
procurement
Common
1,000,000.00
10,000
10,000
100.00%
45.
Brick producer
and distribution
of spirits
Common
121,800,000.00
1,218,000
1,218,000
100.00%
46.
Oak barrel
producer
Common
300,000,000.00
30,000,000
30,000,000
100.00%
47.
Trading of bottles
Common
123,000,000.00
1,230,000
1,230,000
100.00%
48.
Transportation
and distribution
Common
1,012,000,000.00
101,200,000
101,200,000
100.00%
49.
Common
300,000,000.00
30,000,000
30,000,000
100.00%
50.
Construction
Common
20,000,000.00
20,000
20,000
100.00%
51.
Advertising
agency
Common
25,000,000.00
2,500,000
2,500,000
100.00%
52.
Training
Common
10,000,000.00
1,000,000
1,000,000
100.00%
Remark
/ 57
/
Report of
the Board of Directors
Company /Location
Type of
Business
Type of
Share
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
100.00%
Paid-up Capital
(Baht)
Shares
Issued
53.
Holding company
54.
1,666,666,500.00
166,666,650
166,666,650
100.00%
55.
5,000,000.00
50,000
50,000
100.00%
56.
1,000,000.00
10,000
10,000
100.00%
57.
1,000,000.00
100,000
100,000
100.00%
58.
Holding company
Common
1,000,000,000.00
10,000,000
10,000,000
100.00%
59.
Distribution of
beverages
Common
60,000,000.00
600,000
600,000
100.00%
60.
Common
Japanese
restaurants and
distribution of
food and beverage
375,000,000.00
187,500,000
167,360,199
89.26%
61.
Production and
distribution of
spirits
Common
17,500,000.00
17,500
17,483
99.90%
62.
Trading of spirits
Common
100,000,000.00
1,000,000
1,000,000
100.00%
63.
Trading of spirits
Common
100,000,000.00
1,000,000
1,000,000
100.00%
64.
Environmental
public relations
Common
5,000,000.00
500,000
500,000
100.00%
65.
Trading of
alcoholic
beverages
Common
SGD 9,000,000.00
9,000,000
9,000,000
100.00%
/ 58
Ordinary
Remark
(1)
(2)
Annual Report
2011
Thai Beverage
Public
Company
Limited
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
Remark
66.
Trading of
alcoholic
beverages
Common
USD 200,000.00
1,000
1,000
100.00%
67.
Trading of
alcoholic
beverages
Common
MYR 100,000.00
100,000
100,000
100.00%
68.
Trading of
alcoholic
beverages
Ordinary
HKD 15,300,000.00
15,300,000
15,300,000
100.00%
69.
Holding company
Common
GBP 71,670,000.00
71,670,000
71,670,000
100.00%
70.
Holding company
Ordinary
HKD 210,500,000.00
21,050,000
21,050,000
100.00%
71.
Production and
distribution of
spirits
Common
350,000,000.00
3,500,000
3,500,000
100.00%
(3)
72.
Common
606,250,000.00
60,625,000
60,526,250
99.84%
(4)
73.
Production
and distribution
of food and
beverage
Common
420,000,000.00
4,200,000
3,748,870
89.26%
74.
Japanese ramen
restaurants
Common
158,000,000.00
1,580,000
1,410,289
89.26%
75.
Dormant
Common
1,000,000.00
100,000
100,000
100.00%
76.
Consultancy
service
Common
500,000.00
5,000
5,000
100.00%
77.
Advertising
and marketing
serviecs
Common
100,000.00
10,000
10,000
100.00%
78.
Advertising
and marketing
services
Common
100,000.00
10,000
10,000
100.00%
/ 59
/
Report of
the Board of Directors
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
Remark
79.
Trademark
holding
Ordinary
SGD 8,210,000.00
8,210,000
8,210,000
100.00%
80.
Ordinary
SGD 10,000.00
10,000
10,000
100.00%
81.
Trading of
alcoholic
beverages
Ordinary
US$ 100,000.00
100,000
100,000
100.00%
(6)
(5)
Production and
distribution of
beverages
Common
265,900,484.00
265,900,484
171,923,138
64.66%
(7)
83.
Trading of
alcoholic
beverages
Common
USD 1.00
1,000
1,000
100.00%
(8)
84.
Blairmhor Limited#
Moffat Distillery, Airdrie, ML6 8PL, Scotland
Holding company
Common
9,009,407.00
900,940,700
900,940,700
100.00%
85.
Production and
distribution of
spirits
Common
10,000,000.00
10,000,000
10,000,000
100.00%
86.
Trading of
alcoholic
beverages
RMB 10,000,000.00
100.00%
(9)
87.
Spirits distillery
RMB 159,388,200.00
100.00%
(9)
(10)
88.
Dormant
Common
200.00
2,000
2,000
100.00%
89.
Dormant
Common
100.00
100
100
100.00%
90.
Dormant
Common
1.00
100.00%
91.
Dormant
Common
100.00
100
100
100.00%
92.
Dormant
Common
100.00
100
100
100.00%
93.
Dormant
Common
30,000.00
30,000
30,000
100.00%
94.
Dormant
Common
100.00
100
100
100.00%
95.
Dormant
Common
10,030.00
10,030
10,030
100.00%
96.
Dormant
Common
50,000.00
50,000
50,000
100.00%
97.
Dormant
Common
100.00
100
100
100.00%
/ 60
Annual Report
2011
Thai Beverage
Public
Company
Limited
Company /Location
Type of
Business
Type of
Share
Paid-up Capital
(Baht)
Shares
Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
Remark
98.
Dormant
Common
100.00
100
100
100.00%
99.
Dormant
Common
2.00
100.00%
Dormant
Common
2.00
100.00%
Holding company
Common
350,000,000.00
50,000,000
32,329,995
64.66%
(11)
Production and
distribution of
beverages
Common
689,586,150.00
68,958,615
44,588,636
64.66%
(11)
Off licences
Common
495,000.00
495,000
245,000
49.49%
Dormant
Common
EUR 24,930.00
2,493
1,247
50.02%
Manufacture and
distribution of
plastic packaging
Common
75,000,000.00
7,500,000
1,939,800
25.86%
(11)
On May 31, 2011 International Beverage Holdings Limited registered the increase of capital from HKD 1,724,100,000 to HKD 1,760,600,000.
(2)
On June 20, 2011 InterBev (Singapore) Limited registered the increase of capital from SGD 3,000,000 to SGD 9,000,000.
(3)
On February 7, 2011 and March 16, 2011 Sura Piset Pattharalanna Co., Ltd. additional acquired 375 common shares and 4 common shares of
United Products Company Limited, resulting Thai Beverage Public Company Limited indirectly holds 3,500,000 shares representing 100%
of the registered capital in United Products Company Limited.
(4)
On June 3, 2011 Sura Piset Pattharalanna Co., Ltd. acquired 6,250 common shares of SPM Foods and Beverages Company Limited,
resulting Thai Beverage Public Company Limited indirectly holds 60,526,250 shares and representing 99.84% of the registered capital in
United Products Company Limited.
(5)
On June 27, 2011 Super Brands Company Pte. Ltd. registered the increase of capital from SGD 10,000 to SGD 8,210,000.
(6)
On January 5, 2011 the registered capital of International Beverage Trading Limited is USD 100,000 consisting of 100,000 issued common shares.
Thai Beverage Public Company Limited indirectly holds 100,000 shares, representing 100% in International Beverage Trading Limited through International
Beverage Holdings Limited.
(7)
Thai Beverage Logistics Co., Ltd. acquired 64.66% of total issued and paid-up share of Serm Suk Public Company Limited from a voluntary tender offer
period ended October 19, 2011.
(8)
This company has the registered capital of USD 1 and share premium of USD 11,799,999.
(9)
This company was incorporated with the type of investment as equity interest, therefore, there is no shares to be issued.
(10) On February 23, 2011 Yunnan Yulinquan Liquor Co., Ltd. registered the increase of equity interest from RMB 120,000,000 to RMB 159,388,200.
(11) Thai Beverage Logistics Co., Ltd. derived this company from share acquisition of Serm Suk Public Company Limited.
/ 61
/
Report of
the Board of Directors
Increase
Percentage (decrease) during
Number of
of
the accounting
Shares Shareholding
period (2)
Direct Interests
Percentage
Number of
of
Shares Shareholding
Deemed Interests
16,529,687,762
65.83
369,750,000
25.50
25,000
50.00
MM Group Limited
25,000
50.00
16,529,687,762
65.83
710,500,000
49.00
50,000
100.00
50,000
100.00
140,600,420
100.00
369,750,000
25.50
710,500,000
49.00
50,000
100.00
50,000
100.00
140,600,420
25,000
50.00
100.00
-
MM Group Limited
25,000
50.00
0.00
34,068,668
0.14
0.00
0.00
0.96
50,000,000
0.20
- His Spouse
0.43
0.43
0.00
0.00
Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of director on August 3, 2011 due to passing away.
(2) This is to comply with the requirement of Public Limited Company Act B.E. 2535 (as amended). This shows the total number of shares which the director
directly and indirectly holds shares of the company increasing or decreasing during a fiscal year 2011. In this regard, no director holds shares in the
Companys affiliate companies. The company does not have any outstanding debentures.
(3) Siriwana Co., Ltd. holds 11,368,060,000 shares in Thai Beverage Public Company Limited. Shares in Siriwana Co., Ltd. were held by Shiny Treasure
Holdings Limited which the director holds shares in Shiny Treasure Holdings Limited as per details shown in the table above.
(4) Maxtop Management Corp. holds 4,312,042,762 shares in Thai Beverage Public Company Limited. (According to the report of change of interests of
Maxtop Management Corp. which was submitted and announced via Singapore Exchange website on January 10, 2012) Shares in Maxtop Management
Corp. were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.
(5) Risen Mark Enterprise Ltd. holds 833,335,000 shares in Thai Beverage Public Company Limited. Shares in Risen Mark Enterprise Ltd. were held by
MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.
(6) Golden Capital (Singapore) Limited holds 16,250,000 shares in Thai Beverage Public Company Limited. Shares in Golden Capital (Singapore) Limited
were held by MM Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.
(7) Mr. Staporn Kavitanon ceased from the position of director on February 2, 2012 due to passing away.
/ 62
Annual Report
2011
Thai Beverage
Public
Company
Limited
Statistics of Shareholders
As at March 12, 2012
Baht 29,000,000,000
Baht 25,110,025,000
Common shares with a par value of Baht 1
25,110,025,000 shares
One vote per one share
Number of
Shareholders
Number of
Shares
%
0.00
10
9.01
1,008
N/A
N/A
N/A
N/A
10,001 1,000,000
33
29.73
10,763,085
0.04
68
61.26
25,099,260,907
99.96
111
100.00
25,110,025,000
100.00
1,000 10,000
Total
The 21.23 % the Companys shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the
Listing Manual of the SGX-ST.
Name of shareholders
Number of Shares
1.
11,368,060,000
45.27
2.
3.
7,021,610,072
27.96
3,694,675,000
14.71
4.
1,042,543,572
4.15
5.
524,000,000
2.09
6.
107,000,000
0.43
7.
107,000,000
0.43
8.
107,000,000
0.43
9.
107,000,000
0.43
10.
107,000,000
0.43
11.
65,650,500
0.26
12.
65,641,500
0.26
13.
64,863,500
0.26
14.
61,600,000
0.24
15.
55,000,000
0.22
16.
50,000,000
0.20
17.
50,000,000
0.20
18.
48,000,000
0.19
19.
41,541,500
0.16
20.
37,450,000
0.15
24,725,635,644
98.47
Total
/ 63
/
Report of
the Board of Directors
Number of
Shareholders
1 999
Number of
Shares
10
0.13
3,307
0.00
1,000 10,000
5,686
73.43
23,938,387
0.34
10,001 1,000,000
2,026
26.16
120,882,232
1.72
22
0.28
6,876,786,146
97.94
7,744
100.00
7,021,610,072
100.00
Total
Name of shareholders
Number of Shares
1.
2.
3,657,539,430
52.09
1,850,455,784
26.35
3.
347,933,000
4.96
4.
298,726,572
4.25
5.
221,220,312
3.15
6.
Vivat Tejapaibul
200,000,000
2.85
7.
151,930,760
2.16
8.
51,117,930
0.73
9.
28,076,009
0.40
10.
20,734,481
0.30
11.
16,921,118
0.24
12.
7,986,750
0.11
13.
5,000,000
0.07
14.
4,000,000
0.06
15.
3,283,000
0.05
16.
2,777,000
0.04
17.
2,385,000
0.03
18.
1,750,000
0.02
19.
1,600,000
0.02
20.
1,163,000
0.02
6,874,600,146
97.90
Total
/ 64
Annual Report
2011
Thai Beverage
Public
Company
Limited
Particular of Material Contracts with the Interested Persons for the year 2011 consist of:
Molasses purchase agreements, Thai Molasses Co., Ltd., the companys subsidiary entered into molasses purchase and sale
agreements with Plantheon Trading Co., Ltd., a related company, in order to sell to other subsidiaries within the group under
the purchase price and condition specified in the agreements.
15,200
655
11,304
Total
27,159
The company leases various premises, primarily for the branch offices and warehouses. All of these leases are operating leases
and not financial leases.
As at 31 December 2011, the amount of freehold land held for planned future business operations amounted to Baht 653 million
which was 3.7% of profit before income tax.
/ 65
/
Organization
Structure
Organization Structure
BOARD OF DIRECTORS
AUDIT COMMITTEE
Office of Internal Audit
EXECUTIVE COMMITTEE
Center of Excellence
CORPORATE
SERVICES
GENERAL
AFFAIRS
STRATEGY
FINANCE
SALES
MARKETING
Office of
Human Resources
Office of Corporate
Communication
Office of
Strategic Planning
Office of
Controller
Sales
Group
Marketing
Group
Office of
Information
Technology
Office of
Corporate
Secretariat
Office of
Asset Management
& Services
Office of
External Affairs
Office of
Legal Affairs
/ 66
Office of
Treasury
Annual Report
2011
Thai Beverage
Public
Company
Limited
REMUNERATION COMMITTEE
COMPANY SECRETARY
RELATED
BUSINESS
INTERNATIONAL
BUSINESS
NON-ALCOHOL
PRODUCTION
BEER
PRODUCTION
SPIRIT
PRODUCTION
Related Business
Group
International
Business Group
Non-Alcohol
Production Group
Beer Production
Group
Office of
Liquor Production
Office of
Technical Service
& Environment
Office of
Engineering
Office of
Natural Essences
Production
/ 67
/
Responsibilities and
Authorization of
Each Group/Office
Responsibilities and
Authorization of Each Group/Office
Centre of Excellence
/ 68
Annual Report
2011
Thai Beverage
Public
Company
Limited
Office of Controller
Office of Treasury
Sales Group
Marketing Group
Office of Engineering
/ 69
/
Operating and
Financial Review
Overview
Thai Beverage Public Company Limited (ThaiBev) was established in 2003
with an aim to consolidate its leading spirits and beer businesses in Thailand,
which belonged to shareholders and other investors, into a group company.
In 2006, ThaiBev registered its listing on the Singapore Exchange (SGX)
and afterwards, expanded to the non-alcohol and food businesses in order to
diversify its product portfolio, enhance the logistics efficiency, and mitigate
business risks. Presently, ThaiBev is not only the leading beverage producer in
Thailand, but also one of the largest beverage producers in Asia. Our business
consists of 4 segments i.e. spirits, beer, non-alcohol beverages and food.
Our vision
ThaiBevs vision is to be the leading beverage producer and
distributor with commercial excellence, product premiumization,
and professionalism. Our mission is to strengthen our
relationship with stakeholders in every aspect, with emphasis
on the following 6 values.
/ 70
Annual Report
2011
Thai Beverage
Public
Company
Limited
Strategies
Continue premiumization
ThaiBev has planned to premiumize products to expand to
the premium market, both in terms of quality and price, in
accordance with the changes in markets. The plan includes
globalizing the image of our products to compete in an
international arena, developing current and new products with
high profit margin to expedite growth of both top line and
bottom line of the business as well as to expand our product
portfolio to better respond to the demands of various customer
segments as well as the spending trend and higher buying
power in line with the recovering economy. In 2011, we
introduced the new beer under the brand of Chang Export
to the domestic market. Packaged in the refreshing label that
gives it a different look than others in the Chang family,
Chang Export is positioned as the international-standard
quality beer produced from 100% malt to cater the taste of
drinkers who prefer lighter and lower degree beers.
/ 71
/
Operating and
Financial Review
/ 72
Excise Tax
The government did not impose any increase of excise tax on
alcohol beverages in 2011.
Annual Report
2011
Thai Beverage
Public
Company
Limited
Domestic Business
The demand of the beverage market still fluctuated following
the Thai economy. The first half of 2011 indicated the uptrend
of the industrial and agricultural sectors as well as the
economic expansion of the countrys key trading counterparts.
These factors yielded growth of the many products namely
beer, spirits, and ready-to-drink tea when compared to 2010.
However, the economic slowed down and GDP forecast was
reduced as a result of the flood disaster in several areas of
Thailand, which dampened consumption, hindered distribution
in areas hit by the flood, and caused shortage of goods and
products in certain distribution channels. Beverage facilities
severely affected by the flood were mostly located in Ayutthaya,
Pathumthani and Nakornsawan provinces. Among our products,
ready-to-drink tea, canned coffee, fruit juice and bottled
drinking water were affected from the flood. However, other
facilities, which were intact, benefited from the surging
demands of the general public as part of their preparation
against the worsening natural disaster and for donation to
flood victims. Sales of ready-to-drink green tea, carbonated
soft drinks, electrolyte drinks, and bottled drinking water in
particular hiked during the crisis. Note that most of consumers
living in the flooded zones were burdened with the expenses
from household recovery, a main reason why sales were not as
robust as they usually have been during the celebratory period.
Spirits Business
Spirits sales increased in 2011, driven by the growth of brown
Thai spirits, which are popular among low and mid-tier product
consumers. A factor contributable to such growth was because
spending confidence of consumers fell and therefore;
some drinkers switched from imported to domestic spirits.
Beer Business
Beer sales were rather stable in 2011. Sales volumes of the
overall beer industry slightly improved in the first half of 2011
due to consumption during the election period and the political
clarity after the general election. However, the flood in the
lower Northern region, the Central region as well as certain
parts of Bangkok hindered the product distribution in the
flooded zones, resulting in the decrease of sales volume in the
second half of the year. Moreover, consumers were greatly
concerned about the flood situation and therefore; cut back on
on-premise consumption. As a result, beer sales, consumption
of which mostly occurred at on-premise channel, were
impacted from the flood.
Sales volume of the beer business of ThaiBev in 2011 declined
by 5.7 percent, mainly derived from the increased net selling
/ 73
/
Operating and
Financial Review
/ 74
Non-alcohol Business
In 2011, the non-alcohol beverage market grew less than
expected mainly attributable to the flood situation in the
fourth quarter of the year. However, the market still indicated
a continued uptrend from the previous year. Consequently,
more and more new operators enter the market as they see a
chance to grow while existing operators attempted to develop
their products to differentiate from competitors and at the
same time, price and public relations competition is becoming
more aggressive. Products which enjoyed a high growth rate
were ready-to-drink teas, accelerated by continual marketing
campaigns of operators to attract consumers.
Key contributors for sales of the non-alcohol business of the
Company in 2011 remained the products under Oishi brands.
Oishi maintained the highest market share in the green tea
market in Thailand, which reflects the consumer confidence
and the brands invigorating presence. We continued to launch
many new Oishi products, including Chakulza green tea
mixed with soda water and the innovation of the green tea
market, Fruito premium green tea with fruit flavors.
The introduction of diversified products helped extending our
green tea consumer base while tapping into consumers of other
non-alcohol products, who may switch their interest to the
ready-to-drink teas instead. However, the growth rate of Oishi
did not meet the forecast partly due to the flood crisis in the
fourth quarter, which caused water penetration at Oishi
facilities in the Navanakorn Industrial Estate and interrupted
the manufacture of some products. Nevertheless, there was
another facility in the Amata Nakorn Industrial Estate and
Annual Report
2011
Thai Beverage
Public
Company
Limited
Food Business
The food business saw healthy growth in the first 3 quarters
of the year due to the improved economy. However, some
dining outlets in the flooded zones were forced to close on a
temporary basis due to the severe flood.
In 2011, sales of ThaiBevs food business were Baht 4,126
million, or an increase of 13.4%, when compared to the
previous year, attributable to the expansion of a total of
25 dining outlets. Emphasis of outlet expansion was towards
Shabushi restaurant in response to its high growth. There were
a total of 120 restaurants as of the end of 2011. ThaiBev
offered additional variety to consumers through its
introduction of a Japanese barbecue buffet dining under the
brand Nikuya Japanese Barbecue Buffet, developed by Oishi
and not from franchising.
In 2011, the food business has net profit of Baht 107 million,
or a decrease of 33.5 percent due to the increased raw material
costs and loss brought forward that was depleted in 2010.
/ 75
/
Operating and
Financial Review
International Business
ThaiBev through its wholly own subsidiary, International
Beverage Holdings Limited (IBHL), is responsible for building
the international business. IBHL has its headquarter in
Hong Kong, and regional offices in Singapore, Cambodia, Malaysia,
UK, USA and China. IBHL distributes to over 80 countries,
offering main products namely whiskies from the Inver House
portfolio, ThaiBevs Chang Beer, Thai spirits and non-alcohol
product portfolio, as well as Chinese spirits from Yunnan
Yulinquan Liquor Co., Ltd (YLQ).
Strategy
/ 76
Annual Report
2011
Thai Beverage
Public
Company
Limited
Development in 2011
Overall performance of the international business
Thai spirits
In 2011, the Company continued to focus on the sales of
Thai spirits in ASEAN countries. IBHL continued to expand the
presence of Mekhong in the Asian, European, and US market,
which are the key markets for rum product. Mekhong was also
introduced in new markets namely, Japan and Netherlands.
Furthermore, the new branding of rum and ad-mix whisky
portfolio was being worked on to fulfill demands in several
major markets.
/ 77
/
Operating and
Financial Review
Acquisition of Serm Suk Public Company Limited Synergy for Robust Growth
In fulfilling our goal to becoming a fully integrated beverage
company, Thai Beverage Public Company Limited (ThaiBev),
by its wholly-owned subsidiary - Thai Beverage Logistics
Co., Ltd. (TBL), made a voluntary tender offer to acquire all
issued and sold shares of Serm Suk Public Company Limited
(Serm Suk), a producer and distributor of carbonated
soft drink of Pepsi Group, drinking water and soda water,
including distributor of energy drinks, other beverages and
ready-to-drink Oishi green tea for Oishi. Currently, Serm Suk
is one of Thailands largest manufacturers and distributors
of carbonated soft drinks and a listed company on the
Stock Exchange of Thailand (SET). After completion of the
share acquisition in October 2011, ThaiBev, via TBL, became
major shareholder of Serm Suk, holding approximately 64.66%
of all issued and sold shares of Serm Suk.
This acquisition is expected to galvanize and strengthen our
non-alcoholic portfolio in the longer term. We believe that
contribution of Serm Suk will become value accretive to
ThaiBev. ThaBev is already the largest alcoholic producer and
distributor in Thailand. By combining the strength of the
distribution network of Serm Suk, ThaiBev now has the most
extensive beverage distribution capabilities in the country.
/ 78
/
Management Discussion
and Analysis
Annual Report
2011
Thai Beverage
Public
Company
Limited
Management Discussion
and Analysis
Performance for the year ended 31 December 2011
Group
For the year 2011, total sales revenue of the Company was
Baht 132,186 million, an increase of 9.7% or Baht 11,714
million, from Baht 120,472 million of last year, due to an
increase of sales revenue from the spirits business of 10.4%,
the non-alcoholic beverages business of 67.4% and the food
business of 13.4% although there was a decrease from the
beer business of 2.4%.
Gross profit was Baht 34,844 million, an increase of Baht
4,197 million, or 13.7%, due to an increase of gross profit in
the spirits business of 11.3%, the beer business of 13.9%,
the non-alcoholic beverages business of 51.8% and the food
business of 10.5%.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 21,238 million, an increase of Baht 1,681
million, or 8.6%, due to an increase of EBITDA in the spirits
business of 8.3%, the food business of 1.7% and a decrease of
EBITDA (loss) in the beer business of 79.4% although there
was a decrease of EBITDA in the non-alcoholic beverages
business of 70.6% which mainly due to impacts from severe
flooding to business operations of two non-alcoholic beverage
factory in Pathumthani province and an associate.
Net profit was Baht 11,984 million, an increase of Baht 1,325
million, or 12.4%, due to an increase of net profit in the spirits
business of 13.4% and a decrease of net loss in the beer
business of 37.2% although there was a decrease of net profit
in the food business of 33.5% and the non-alcoholic beverages
business of 221.1%. After sharing loss from non-alcoholic
beverages business to non-controlling interests, net profit
attributable to owners of the Company was Baht 12,042
million compared to Baht 10,550 million of last year, an
increase of Baht 1,492 million or 14.1%.
/ 79
/
Management Discussion
and Analysis
Spirits
% to
Sales
Beer
84,764
100.0
32,855
100.0
Cost of sales
57,488
67.8
29,472
Gross profit
27,276
32.2
3,383
Selling expenses
3,089
3.6
Administrative expenses
5,225
YTD_ 2011
% to
Sales
Food
% to
Sales
% to
Sales
Total
% to
Sales
10,862
100.0
4,126
100.0
(421)
100.0
132,186
100.0
89.7
8,281
76.2
2,512
10.3
2,581
23.8
1,614
60.9
(411)
97.6
97,342
73.6
39.1
(10)
2.4
34,844
26.4
2,870
8.7
1,932
17.8
428
10.4
(39)
9.3
8,280
6.3
6.2
1,921
5.8
1,088
10.0
1,015
24.6
(23)
5.5
9,226
7.0
18,962
22.4
(1,408)
(4.3)
(439)
(4.0)
171
4.1
52
(12.4)
17,338
13.1
357
0.4
0.6
24
0.2
31
0.8
(52)
12.4
568
0.4
19,319
22.8
(3.7)
(415)
(3.8)
202
4.9
17,906
13.5
228
0.3
115
0.4
105
1.0
0.2
455
0.3
5,736
6.8
(284)
(0.9)
(73)
(0.7)
88
2.1
5,467
4.1
13,355
15.8
(1,031)
(3.1)
(447)
(4.1)
107
2.6
11,984
9.1
1,447
1.7
1,058
3.2
610
5.6
217
5.3
3,332
2.5
20,766
24.5
(0.4)
195
1.8
419
10.2
21,238
16.1
208
(1,200)
(142)
Eliminate
Spirits
% to
Sales
Beer
76,763
100.0
33,671
100.0
Cost of sales
52,257
68.1
30,701
Gross profit
24,506
31.9
Selling expenses
2,594
Administrative expenses
YTD_ 2010
/ 80
% to
Sales
Food
% to
Sales
6,487
100.0
3,639
100.0
91.2
4,787
73.8
2,179
2,970
8.8
1,700
26.2
3.4
3,146
9.3
854
5,315
6.9
2,223
6.6
16,597
21.6
(2,399)
(7.1)
272
0.4
16,869
22.0
161
0.2
4,936
89
% to
Sales
Total
% to
Sales
(88)
100.0
120,472
100.0
59.9
(99)
112.5
89,825
74.6
1,460
40.1
11
(12.5)
30,647
25.4
13.2
408
11.2
(29)
33.0
6,973
5.8
591
9.1
847
23.3
(2)
2.3
8,974
7.4
255
3.9
205
5.6
42
(47.7)
14,700
12.2
(42)
Eliminate
0.3
27
0.4
19
0.5
47.7
365
0.3
(6.9)
282
4.3
224
6.2
15,065
12.5
73
0.2
21
0.3
0.1
259
0.2
6.4
(740)
(2.2)
(108)
(1.7)
59
1.6
4,147
3.4
11,772
15.3
(1,643)
(4.9)
369
5.7
161
4.4
10,659
8.8
2,302
3.0
1,620
4.8
382
5.9
188
5.2
4,492
3.7
19,171
25.0
(2.0)
664
10.2
412
11.3
19,557
16.2
(2,310)
(690)
Annual Report
2011
Thai Beverage
Public
Company
Limited
Increase (Decrease)
Spirits
8,001
10.4
(816)
Cost of sales
5,231
10.0
(1,229)
Gross profit
2,770
11.3
413
13.9
Selling expenses
495
19.1
(276)
Administrative expenses
(90)
(1.7)
2,365
Beer
Food
Eliminate
Total
%
9.7
(2.4)
4,375
67.4
487
13.4
(333)
(378.4)
11,714
(4.0)
3,494
73.0
333
15.3
(312)
(315.2)
7,517
8.4
881
51.8
154
10.5
(21)
(190.9)
4,197
13.7
(8.8)
1,078
126.2
20
4.9
(10)
(34.5)
1,307
18.7
(302)
(13.6)
497
84.1
168
19.8
(21)
(1,050.0)
252
2.8
14.2
991
41.3
(694) (272.2)
(34)
(16.6)
10
23.8
2,638
17.9
85
31.3
119
133.7
12
63.2
(10)
(23.8)
203
55.6
2,450
14.5
1,110
48.1
(22)
(9.8)
2,841
18.9
67
41.6
42
57.5
84
400.0
75.0
196
75.7
800
16.2
456
61.6
35
32.4
29
49.2
1,320
31.8
1,583
13.4
612
37.2
(816) (221.1)
(54)
(33.5)
1,325
12.4
(37.1)
(562)
(34.7)
228
59.7
29
15.4
(1,160)
(25.8)
8.3
548
79.4
(469)
(70.6)
1.7
1,681
8.6
(855)
1,595
(3)
(11.1)
(697) (247.2)
Spirits Business
Beer Business
For the year 2011, sales revenue was Baht 84,764 million,
an increase by Baht 8,001 million, or 10.4%, mainly due to
an increase of sales volume and product mix. Total sales volume
of spirits was 551.7 million litres, an increase of 6.2%.
For the year 2011, sales revenue was Baht 32,855 million,
a decrease by Baht 816 million, or 2.4%, mainly due to a
decrease of sales volume although there was an increase in net
sales price. Total sales volume of beer was 613.3 million litres,
a decrease of 5.7%.
/ 81
/
Management Discussion
and Analysis
ThaiBev
Serm Suk
Total
(Million Baht)
Sales
6,712
4,150
10,862
Gross profit
1,828
753
2,581
Year 2011
EBITDA (loss)
308
(113)
195
(46)
(401)
(447)
Year 2010
Sales
6,487
6,487
Gross profit
1,700
1,700
EBITDA (loss)
664
664
369
369
Sales
3.5
n/a
67.4
Gross profit
7.3
n/a
51.8
(53.6)
n/a
(70.6)
(112.4)
n/a
(221.1)
% increase (decrease)
EBITDA (loss)
Net profit (loss)
/ 82
Annual Report
2011
Thai Beverage
Public
Company
Limited
Food Business
For the year 2011, sales revenue was Baht 10,862 million,
an increase by Baht 4,375 million or 67.4%, mainly due to
the inclusion of Serm Suk beverage sales and the increase of
Oishi beverages sales volume although there was a decrease in
net sales price to cope with a competitive market. Total sales
volume of Oishi beverages, which consist of green tea, black
tea, and other non-alcoholic beverages, was 231.8 million
litres, an increase of 9.3%. Energy drinks generated sales
volume of 8.5 million litres, an increase of 0.9%. Soda and
drinking water generated sales volume of 35.1 million litres
and 172.9 million litres respectively, an increase of 27.9%
and 70.8% respectively.
Gross profit was Baht 2,581 million, an increase by Baht
881 million or 51.8%, mainly due to the increase in sales
revenue and product mix.
For the year 2011, sales revenue was Baht 4,126 million,
an increase by Baht 487 million or 13.4%, mainly due to
an increase in the total size of branches and sales price.
Gross profit was Baht 1,614 million, an increase by
Baht 154 million or 10.5%, mainly due to higher sales although
food costs increased in accordance with the variety of foods
available and an increase in raw material cost.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 419 million, an increase by Baht 7 million
or 1.7%, mainly due to the increase in gross profit although
staff costs and branch rental fees increased.
Net profit was Baht 107 million, a decrease by Baht 54 million,
or 33.5%, mainly due to tax impacts although EBITDA
increased.
/ 83
/
Management Discussion
and Analysis
Financial Position
As at the end of December 2011, the Company has included the assets and liabilities of Serm Suk in the consolidated statement of
financial position.
Adjustment
Total
(Million Baht)
ThaiBev
Serm Suk
Current assets
41,245
5,046
(21)
46,270
Non-current assets
50,595
8,898
(5,871)
53,622
Total assets
91,840
13,944
(5,892)
99,892
Current liabilities
18,281
3,050
(21)
21,310
Non-current liabilities
13,266
1,799
Equity
60,293
9,095
(5,871)
63,517
91,840
13,944
(5,892)
99,892
Current assets
35,189
35,189
Non-current assets
41,844
41,844
Total assets
77,033
77,033
Current liabilities
18,367
18,367
1,785
1,785
Equity
56,881
56,881
77,033
77,033
31 December 2011
15,065
31 December 2010
Non-current liabilities
/ 84
Annual Report
2011
Thai Beverage
Public
Company
Limited
Assets
Liquidity
Liabilities
Total liabilities as at the end of December 2011 was Baht
36,375 million, an increase by Baht 16,223 million, or 80.5%,
compared with the end of 2010. This was mainly due to an
increase in loans from financial institutions to purchase shares
of Serm Suk and employee benefit obligations.
The maturity of interest-bearing loans was as follows:
Shareholders Equity
Total equity as at the end of December 2011 was Baht 63,517
million, an increase of Baht 6,636 million, or 11.7% compared
with the end of 2010. This was mainly due to an increase in
non-controlling interest from acquisition of Serm Suk and an
increase in net retained earning which comprised of profit for
the period and dividend payment.
Unit: Million Baht
Net cash provided by operating activities
12,246
Net cash used in investing activities
(11,992)
Net cash used in financing activities (377)
Net decrease in cash and cash equivalents in period
(123)
Adjustment from financial statement translation
206
Cash and cash equivalents at beginning of period
3,359
Cash and cash equivalents at end of period
3,442
Net cash provided by operating activities of Baht 12,246
million was mainly derived from net income of Baht 11,984
million, non-cash items from depreciation and amortization of
Baht 3,331 million and working capital and others decreased
by Baht 3,069 million.
Net cash used in investing activities of Baht 11,992 million
was mainly due to invest in Serm Suk and purchase of property,
plant and equipments.
Net cash used in financing activities of Baht 377 million was
mainly due to dividend and interest payment which offset by
net increase of bank overdrafts and loans from financial
institutions.
/ 85
/
Management Discussion
and Analysis
Financial Ratios
Dec.31, 11
Dec.31, 10
2.17
1.92
0.57
0.35
2.39
2.25
Jan. - Dec.11
Jan. - Dec.10
48
53
26
27
/ 86
Annual Report
2011
Thai Beverage
Public
Company
Limited
Shareholder Returns
Dividends
The current policy of the Board of Directors is to recommend to our shareholders a dividend of not less than 50% of net profits after
deduction of all specified reserve, subject to investments plan and as the Board of Directors deems appropriate.
For the financial year ended 31 December 2011, the Board of Directors has recommended total dividend of Baht 9,290.71 million.
Year 2011
Year 2010
9,290.71
8,788.51
25,110
25,110
0.15
0.15
0.22
0.20
0.37
0.35
77.15
83.30
19.91
18.81
0.48
0.42
25,110
25,110
/ 87
/
Risk Management
Strategies
/ 88
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 89
/
Risk Management
Strategies
/ 90
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 91
/
Our People..
Our Success
/ 92
T
H
A
I
B
E
V
Team Spirit
Heart
Accountability
Initiative
Be Best, Be Bold, Be Bright
Efficient
Virtue
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 93
/
Credit Rating
Announcement
Credit Rating
Announcement
/ 94
/
Corporate Governance
Report
Annual Report
2011
Thai Beverage
Public
Company
Limited
Names
Positions
Number of Attendances /
Total of Meetings
1.
Chairman
4/5
2.
Vice Chairman
3/5
3.
Vice Chairman
5/5
4.
Vice Chairman
4/5
5.
Director
5/5
6.
7.
8.
Director
Director
4/5
-/5
3/5
9.
5/5
5/5
5/5
Independent Director
4/5
Independent Director
4/5
Independent Director
5/5
Independent Director
5/5
Director
5/5
Director
3/5
4/5
5/5
4/5
5/5
5/5
Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away.
(2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.
/ 95
/
Corporate Governance
Report
Training
All Directors have passed the Director Accreditation Program
(DAP) of the Thai Institute of Directors. Some also accredited
the Director Certification Program (DCP) of the same
institution. We also encourage and support directors to
understand Singapore Law and the Listing Manual applicable
to our Company through training and information updating.
Executive Committee
As at December 31, 2011, the Board appointed an Executive
Committee which consists of seventeen members, they either
are the Board members or top executive officers of the Company.
To enhance Company business operation, the Board granted
them the authority to perform their duties. In this regard, some
of the Executive Committee members are assigned to oversee
business units under the supervision of the President and CEO.
The Executive Committee may appoint other sub-committees to
support the Executive Committee and the Board in order to
ensure the good corporate governance of the Company.
The Executive Committee meets once a month to discuss on the
Companys business administration, except for the case of
emergency the meeting will be held as appropriate.
Apart from the oversight of the administration of THBEV,
the Board also appoints certain Executive members to hold
directorship in both domestic and overseas subsidiary
companies to monitor and control the business administration
at maximum efficiency according to the Companys policy and
for the best interest of the Company.
The Executive Committees responsibilities are as follows:
/ 96
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 97
/
Corporate Governance
Report
In 2011, the Executive Committee met twelve times, and the following table shows the details regarding the attendance to the
meeting of each member up to December 31, 2011.
Number of Attendances /
Total of Meetings
Names
Positions
1.
11/12
2.
11/12
3.
12/12
4.
12/12
5.
11/12
6.
10/12
7.
8.
9.
-/12
10/12
10/12
11/12
11/12
11/12
12/12
11/12
8/12
10/12
11/12
9/12
1/12
Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away.
(2) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the
Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors
Meeting No. 1/2011 on February 23, 2011.
(3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman
of Thai Beverage Marketing Co., Ltd. on February 1, 2011.
/ 98
Annual Report
2011
Thai Beverage
Public
Company
Limited
Management Committee
The Board of Directors approved the set up of the Management
Committee (MC) and authorized the President and CEO to be in
charge of all MC activities. The MC was formed in January
2008 and consists of the top executives of business and
support units. Up to present, the members have been changed
due to the additional appointment and change of the top
executives responsibility.
As at December 31, 2011, the MC consists of eleven members
namely, Mr. Thapana Sirivadhanabhakdi, Mr. Sawat Sopa,
Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai,
Dr. Pisanu Vichiensanth, Mr. Jean Lebreton, Mr. Vichai
Chaiyavaranurak, Mr. Karn Chitaravimol, Mr. Matthew
Kichodhan, Mr. Polapatr Suvarnazorn, and
Mr. Marut Buranasetkul. The Chairman of the MC is
Mr. Thapana Sirivadhanabhakdi, the President and CEO.
Investment Committee
The Company is very careful and will cautiously proceed in the
investment for our business expansion. In this regard, the
Executive Committee appointed the Investment Committee (IC)
which consists of nine members from various units.
Mr. Narong Srisa-an is the Chairman of the IC and Mr. Thapana
Sirivadhanabhakdi and Mr. Sithichai Chaikriangkrai are the Vice
Chairman of the IC. The IC is responsible for consideration and
advises the Executive Committee on the acquisition/disposal of
businesses, assets, including the merger of businesses of Thai
Beverage Public Company Limited group of companies both
domestic and overseas.
Audit Committee
The Audit Committee was appointed by the Board of Directors.
In 2011, the Audit Committee consists of 4 members, namely,
Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu
Leopairote, and Mr. Ng Tat Pun. Mr. Staporn Kavitanon is the
Chairman of the Audit Committee and Mr. Somsak Sae-Kuay,
Vice President of the Office of Internal Audit, is the Secretary
to the Audit Committee.
/ 99
/
Corporate Governance
Report
Nomination Committee
The Nomination Committee was appointed by the Board of
Directors. In 2011, the Nomination Committee consists of
Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Khunying
Wanna Sirivadhanabhakdi. The Chairman of the Nomination
Committee is Mr. Staporn Kavitanon. Mr. Thidi Suwanarat is
the Secretary to the Nomination Committee. In this regard,
the majority of NC members including the NC Chairman are
independent directors.
The Nomination Committee is responsible for the selection of
the suitable person to be appointed as director and/or
President and CEO, and setting the procedures and the
guidelines for selection.
In this connection, Mr. Staporn Kavitanon ceased from the
position of Nomination Committee Chairman on February 2,
2012 due to passing away.
Remuneration Committee
Board Membership
Principle 4
/ 100
Annual Report
2011
Thai Beverage
Public
Company
Limited
Board Performance
Principle 5
Access to Information
Principle 6
We are committed to providing our Board members with
adequate, complete, continuous and timely information before
the Board meetings. The Board members have separate and
independent access to the Company Secretary. The Company
Secretary, in consultation and cooperation with the Office of
Legal Affairs, is responsible for advising the Board on the laws
concerning public company limited, private company including
securities laws and relevant regulatory matters. In this respect,
we set up a Compliance Unit, having a Compliance Manager
responsible for this Unit under supervision of the Office of
Corporate Secretariat and also support the Company Secretary.
This is to ensure compliance with the legal and regulatory
requirements. The Board approves the appointment and the
removal of the Company Secretary. In 2011, the Company
Secretary attended all Board meetings and Executive
Committee meetings.
Principle 8
The determination of level and band of remuneration of the
Directors, Executive Directors, and top executives of the
Company were based on the corporate and individual
performance. The approval of the remuneration for the
directors is proceeded with clarity and transparency to comply
with laws and the Code of Corporate Governance 2005 of SGX
(including the amendment). The Remuneration Committee will
consider and endorse the remuneration structure prior to
propose to the shareholders for approval.
In this regard, the Company entered into a long-term
employment agreement with Dr. Pisanu Vichiensanth, who is
the director and the Managing Director of Beer Thai (1991)
Public Company Limited and Managing Director of Cosmos
Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.
/ 101
/
Corporate Governance
Report
Disclosure of Remuneration
Principle 9
Details of remuneration paid to the directors and top executives for the accounting year ended December 31, 2011, of which each
remuneration band is leveled at SGD250,000 (in accordance with the foreign exchange rate of SGD1 = Baht 24.50), are set out as
below:
9.1 Level of Remuneration
(Unit: Singapore Dollar)
Level of Remuneration
Name of Directors/Executives
250,000 to 499,999
500,000 or above
9.1.1 Directors
1.
2.
3.
4.
5.
6.
7.
8.
9.
(1)
/ 102
Annual Report
2011
Thai Beverage
Public
Company
Limited
250,000 to 499,999
500,000 or above
2.
3.
4.
5.
6.
7.
Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away.
(2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.
(3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman
of Thai Beverage Marketing Co., Ltd. on February 1, 2011.
(4) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the
Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors
Meeting No. 1/2011 on February 23, 2011.
/ 103
/
Corporate Governance
Report
Name of Directors/Executives
Bonuses as well as
funds paid based
on the operating results
Salaries
of the Company
9.2.1 Directors
1.
80%
20%
2.
80%
20%
3.
48%
52%
4.
80%
20%
5.
74%
26%
6.
47%
53%
7.
100%
8.
100%
9.
100%
100%
100%
100%
100%
100%
100%
100%
100%
50%
50%
59%
41%
50%
50%
48%
52%
48%
52%
/ 104
Other
benefits
Compensation in a
form of shares and
long-term benefits
Annual Report
2011
Thai Beverage
Public
Company
Limited
Type of Remuneration
Bonuses as well as
funds paid based
on the operating results
Salaries
of the Company
Name of Directors/Executives
Other
benefits
Compensation in a
form of shares and
long-term benefits
65%
35%
100%
2.
3.
91%
9%
4.
67%
33%
5.
62%
38%
6.
70%
30%
7.
62%
38%
Remarks: (1) Mr. Chukiet Tangpongprush ceased from the position of Director and 6th Executive Vice Chairman on August 3, 2011 due to passing away.
(2) Mr. Staporn Kavitanon ceased from the position of Independent Director and Audit Committee Chairman on February 2, 2012 due to passing away.
(3) Mr. Somchai Suthikulpanit ceased from being an Executive Committee member and Senior Vice President, since he was appointed as Vice Chairman
of Thai Beverage Marketing Co., Ltd. on February 1, 2011.
(4) Mr. Karn Chitaravimol was appointed as Senior Vice President on February 1, 2011 by the order of the Chairman which was authorized by the
Board of Directors Meeting No. 2/2010 on May 14, 2010 and was appointed as the Executive Committee member by the Board of Directors
Meeting No. 1/2011 on February 23, 2011.
In this regard, Directors and/or Executive Committee Directors of Thai Beverage Public Company Limited and/or its subsidiaries who
receive monthly salary from the Company and/or any subsidiaries will not receive the Director Remuneration pertaining to the
resolutions of the Board of Directors Meeting No. 2/2004 held on May 21, 2004.
/ 105
/
Corporate Governance
Report
Accountability
Principle 10
The Board is responsible for providing a balanced and
understandable assessment of the Companys performance, and
for providing shareholders with quarterly and annual financial
reports. The financial statements for the first three quarters
are released to shareholders within 45 days of the end of each
quarter. The annual result is released within 60 days of the end
of each financial year. In addition, after the financial disclosure,
our top executives also participate in quarter results briefing
and telephone conference from time to time. This is to ensure
the timely update to our investors.
Audit Committee
Principle 11
The Board appointed the Audit Committee (AC) which, in 2011,
consists of four independent directors: three Thais and one
Singaporean. The AC responsibilities are clearly set forth in the
Audit Committee Charter for instance, assessing the adequacy
and effectiveness of the internal controls of the Company
and its subsidiary companies, ensuring the correctness and
reliability of the preparation process and information disclosures
of the Company and its subsidiary companies, and reviewing
the Company and its subsidiary companies compliance with the
applicable laws, regulations and rules of the Stock Exchange of
Thailand and the Singapore Exchange. This includes the internal
controls and consideration of Interested Persons Transactions
to prevent any occurrence of conflict of interests.
Internal Controls
Principle 12
Our Board values a sound management internal control system.
To safeguard shareholders investments and the Companys
assets, the Board appointed an Executive Committee, each
member of which oversees different departments and business
units to ensure the adequacy of financial, operational and
compliance controls, including risk management policies.
/ 106
Annual Report
2011
Thai Beverage
Public
Company
Limited
Internal Audit
Principle 13
The Company established the Office of Internal Audit to assist
the Board through the Audit Committee (AC) in promoting
sound risk management and good corporate governance by
assessing the adequacy and effectiveness of the internal
controls for key businesses and operations in areas described in
the audit plan. In this respect, the AC appointed the Vice
President, Office of Internal Audit, as the Secretary to the AC.
Annual audit plan was prepared to ensure that the performance
of internal audit is accurate and complete.
The AC will propose its opinions on the appointment of the
auditors of the Company and its subsidiary companies including
their remuneration to the Board of Directors in order to
propose to the Shareholders Meeting for approval. The 2011
Annual General Meeting of Shareholders held on April 29,
2011, unanimously resolved to approve the appointment
of Ms. Nittaya Chetchotiros, Certified Public Accountant
No. 4439 or Mr. Nirand Lilamethwat, Certified Public
Accountant No. 2316, or Ms. Orawan Sirirattanawong,
Certified Public Accountant No. 3757 of KPMG Phoomchai
Audit Ltd. to be the auditor of the Company. This appointment
is also complied with Rule 713(1) of the Listing Manual of
Singapore Exchange (Listing Manual).
According to the financial statements for the year ended
December 31, 2011, Thai Beverage Group of Companies
consisting of Thai Beverage Public Company Limited and all
subsidiaries paid the audit fees to the auditors at the total
amount of Baht 63,513,135 and the audit fee of only Thai
Beverage Public Company Limited at the amount of Baht
/ 107
/
Audit Committee
Report
Note : - Mr. Staporn Kavitanon ceased from the position of Chairman of the Audit Committee on February 2, 2012 due to passing away.
/ 108
/
Audit Report of
Certified Public Accountant
Annual Report
2011
Thai Beverage
Public
Company
Limited
and 2010 and the results of operations and cash flows for the
years then ended of Thai Beverage Public Company Limited and
its subsidiaries, and of Thai Beverage Public Company Limited,
respectively, in accordance with Financial Reporting Standards
in Thailand.
As explained in notes 2 and 4 to the financial statements,
with effect from 1 January 2011 the Company has adopted
certain new and revised financial reporting standards and
early-adopted Thai Financial Reporting Standard TAS 12
Income Taxes. The consolidated and separate financial
statements for the year ended 31 December 2010 have been
restated accordingly.
(Nittaya Chetchotiros)
Certified Public Accountant
Registration No. 4439
KPMG Phoomchai Audit Ltd.
Bangkok
28 February 2012
/ 109
/
Financial
Statements
Assets
Consolidated
nancial statements
Note
2011
Separate
nancial statements
2010
2011
(Restated)
2010
(Restated)
(in Baht)
Current assets
Cash and cash equivalents
Current investments
3,442,422,619
3,358,696,022
11,187,992
22,849,120
12,803,522
795,459
7, 10
3,618,526,367
1,921,770,225
11
962,737,424
293,960,263
12,255,732
12,124,788
2,289,737,843
790,866,676
15,237,613,199
2,370,666,238
12
31,645,700,715
27,146,320,485
4,297,832,545
1,676,711,805
17,671,516
6,776,762
46,269,761,035
35,189,120,935
15,278,728,439
2,412,416,908
Non-current assets
Available-for-sale investments
73,132,260
Investments in subsidiaries
13
80,189,701,542
80,047,424,542
Investments in associates
14
149,161,455
122,755,082
66,884,774
13,797,886
53,460,732
39,405,277
645,565,026
2,502,181,738
Investment properties
15
678,274,253
786,323,452
16
42,672,615,052
35,113,743,385
52,799,296
47,129,294
Goodwill
17
7,158,840,161
3,049,309,616
18
271,363,047
152,404,565
14,318,248
24,042,689
Leasehold rights
19
191,671,594
194,091,836
20
341,087,881
387,102,949
30,840,315
3,671,151
21
1,965,366,581
1,985,425,605
305,917,936
314,936,650
53,621,857,790
41,844,359,653
81,239,142,363
82,939,386,064
Total assets
99,891,618,825
77,033,480,588
96,517,870,802
85,351,802,972
Annual Report
2011
Thai Beverage
Public
Company
Limited
Consolidated
nancial statements
Note
2011
Separate
nancial statements
2010
2011
(Restated)
2010
(Restated)
(in Baht)
Current liabilities
Bank overdrafts and short-term loans
from nancial institutions
22
5,226,897,105
6,262,242,793
3,500,000,000
5,000,000,000
7, 23
5,297,250,236
3,757,164,726
24
3,756,488,768
2,355,050,743
153,597,117
81,788,587
22
1,800,000,000
2,500,000,000
1,200,000,000
2,500,000,000
7, 22
145,911,355
163,275,883
8,924,329,506
6,083,425,215
2,925,761,074
2,225,876,373
50,791,448
144,375,369
44,958,407
2,112,480,620
1,104,386,768
62,457,965
62,444,852
21,309,747,565
18,367,997,286
13,891,176,036
13,872,034,023
7, 22
448,693
285,526
10,528,000,000
10,402,800,000
nancial institutions
22
11,200,000,000
600,000,000
11,200,000,000
20
1,299,035,768
1,081,010,904
25
2,340,531,896
139,313,483
Non-current liabilities
Long-term loans from and
other payables to related parties
Long-term loans from
224,915,470
103,702,329
15,064,931,827
1,784,998,759
21,867,313,483
10,402,800,000
Total liabilities
36,374,679,392
20,152,996,045
35,758,489,519
24,274,834,023
/
Financial
Statements
Consolidated
nancial statements
Note
2011
2010
Separate
nancial statements
2011
(Restated)
2010
(Restated)
(in Baht)
Equity
Share capital:
26
29,000,000,000
29,000,000,000
29,000,000,000
29,000,000,000
25,110,025,000
25,110,025,000
25,110,025,000
25,110,025,000
(19,732,320,907)
(19,732,320,907)
27
17,215,736,603
17,215,736,603
17,215,736,603
17,215,736,603
27
2,900,000,000
2,900,000,000
2,900,000,000
2,900,000,000
33,203,551,282
30,472,307,286
15,533,619,680
15,851,207,346
1,300,857,497
632,129,219
59,997,849,475
56,597,877,201
60,759,381,283
61,076,968,949
3,519,089,958
282,607,342
Total equity
63,516,939,433
56,880,484,543
60,759,381,283
61,076,968,949
99,891,618,825
77,033,480,588
96,517,870,802
85,351,802,972
27
Annual Report
2011
Thai Beverage
Public
Company
Limited
Statements of income
Thai Beverage Public Company Limited and its Subsidiaries
For the years ended 31 December 2011 and 2010
Note
Income
Revenue from sale of goods
Consolidated
nancial statements
2011
2010
Separate
nancial statements
2011
2010
(Restated)
(Restated)
(in Baht)
7, 28
36
132,186,529,415
120,471,765,751
3,083,243,209
2,903,484,765
Management fees
Dividends
Other income
29
Total income
Expenses
8,117,842,575
8,289,511,707
37,554,172
12,672,997
373,120,179
252,462,454
760,784,133
341,706,701
7,027,853
58,083,605
132,984,867,720
120,826,145,449
11,581,233,816
11,503,542,531
97,341,946,738
89,825,190,090
1,168,965,942
935,658,232
13
Interest income
7, 28, 33
30
8,279,274,990
6,973,295,816
Administrative expenses
31
9,066,158,902
8,974,478,467
390,546,906
393,555,355
160,276,539
34
454,770,186
258,712,073
1,191,468,009
950,846,638
115,302,427,355
106,031,676,446
2,750,980,857
2,280,060,225
10,422,725
14,804,891,728
8,830,252,959
9,223,482,306
14
(231,161,506)
17,451,278,859
35
(5,467,002,341)
(4,146,316,184)
(271,077,866)
(294,933,121)
11,984,276,518
10,658,575,544
8,559,175,093
8,928,549,185
12,042,388,442
10,550,513,384
8,559,175,093
8,928,549,185
108,062,160
11,984,276,518
10,658,575,544
8,559,175,093
8,928,549,185
0.48
0.42
0.34
0.36
(58,111,924)
37
/
Financial
Statements
Note
Consolidated
nancial statements
2011
2010
Separate
nancial statements
2011
2010
(Restated)
(Restated)
(in Baht)
11,984,276,518
10,658,575,544
8,559,175,093
8,928,549,185
291,896,729
(591,995,956)
16
46,074,269
25
(22,148,414)
35,387,307
2,344,355
709,136,221
35
(7,077,462)
1,027,303,160
(591,995,956)
28,309,845
13,011,579,678
10,066,579,588
8,587,484,938
8,928,549,185
12,919,640,199
9,958,517,428
8,587,484,938
8,928,549,185
91,939,479
108,062,160
13,011,579,678
10,066,579,588
8,587,484,938
8,928,549,185
/ 115
25,110,025,000
(19,732,320,907) 17,215,736,603
(87,848)
(87,848)
38
2,900,000,000
2,900,000,000
2,900,000,000
30,472,307,286
10,550,513,384
10,550,513,384
(8,286,308,250)
(8,286,308,250)
28,208,102,152
422,234,932
27,785,867,220
(1,923,389,031)
(591,995,956)
(591,995,956)
(1,331,393,075)
(1,331,393,075)
2,555,518,250
2,555,518,250
(1,707,364,427)
4,262,882,677
632,129,219
(591,995,956)
(591,995,956)
- 1,224,125,175
- (1,707,364,427)
56,597,877,201
9,958,517,428
(591,995,956)
10,550,513,384
(8,286,396,098)
(87,848)
(8,286,308,250)
54,925,755,871
(1,285,129,495)
56,210,885,366
Equity
attributable to
owners
Total other
of the
components
Company
of equity
- 2,931,489,602
Ordinary
share
premium Legal reserve Unappropriated
Prot
the year
in equity
in control
Acquisition of non-controlling
Company
- restated
accounting policies
Impact of changes in
- as reported
Note
Difference
Issued
arising from
and paid-up common control
share capital
transactions
282,607,342
108,062,160
108,062,160
(57,730,932)
9,721,589
(67,452,521)
232,276,114
(419,265)
232,695,379
Noncontrolling
interests
56,880,484,543
10,066,579,588
(591,995,956)
10,658,575,544
(8,344,127,030)
9,633,741
(8,353,760,771)
55,158,031,985
(1,285,548,760)
56,443,580,745
Total
equity
(in Baht)
/ 116
- 12,250,911,921
1,798,141
375,033,408 1,798,141
375,033,408
2,555,518,250
2,555,518,250
(1,707,364,427)
4,262,882,677
877,251,757
668,728,278 12,919,640,199
668,728,278
3,209,307,880
(30,311)
(64,734,432)
282,607,342
282,607,342
(1,666,677)
284,274,019
Noncontrolling
interests
(5,644,042,802)
3,209,307,880
(107,500)
(8,853,243,182)
56,149,402,557
(731,081,986)
56,880,484,543
(1,347,884,356)
58,228,368,899
Total
equity
(in Baht)
1,027,303,160
91,939,479 13,011,579,678
150,051,403
(58,111,924) 11,984,276,518
(8,788,585,939) 3,144,543,137
(77,189)
(8,788,508,750)
55,866,795,215
(731,081,986)
56,597,877,201
(1,346,217,679)
57,944,094,880
- 12,042,388,442
632,129,219
632,129,219
(1,707,364,427)
2,339,493,646
Equity
attributable to
owners
Total other
of the
components
Company
of equity
291,896,729
291,896,729
208,523,479
(8,788,585,939)
(77,189)
(8,788,508,750)
(1,923,389,031)
(1,923,389,031)
(1,923,389,031)
- 12,042,388,442
29,741,225,300
(731,081,986)
30,472,307,286
361,146,748
30,111,160,538
2,900,000,000
2,900,000,000
Prot
38
2,900,000,000
Ordinary
share
premium Legal reserve Unappropriated
the year
in equity
in control
Acquisition of non-controlling
in control
Acquisition of non-controlling
Company
- restated
Impact of changes in
accounting policies
Balance at 1 January 2011
- restated
accounting policies
Impact of changes in
- as reported
Note
Difference
Issued
arising from
and paid-up common control
share capital
transactions
/ 117
Prot
38
Note
25,110,025,000
25,110,025,000
25,110,025,000
Issued
and paid-up
share capital
17,215,736,603
17,215,736,603
17,215,736,603
Ordinary
share premium
2,900,000,000
2,900,000,000
2,900,000,000
Legal reserve
15,851,207,346
8,928,549,185
(8,286,308,250)
(8,286,308,250)
15,208,966,411
2,307,856
15,206,658,555
Unappropriated
Retained earnings
61,076,968,949
8,928,549,185
(8,286,308,250)
(8,286,308,250)
60,434,728,014
2,307,856
60,432,420,158
Total equity
(in Baht)
/ 118
Prot
38
Note
25,110,025,000
17,215,736,603
17,215,736,603
25,110,025,000
17,215,736,603
25,110,025,000
17,215,736,603
Ordinary
share premium
2,900,000,000
2,900,000,000
2,900,000,000
2,900,000,000
Legal reserve
28,309,845
15,533,619,680
60,759,381,283
8,587,484,938
28,309,845
8,587,484,938
8,559,175,093
(8,788,508,750)
(8,788,508,750)
60,960,405,095
(116,563,854)
61,076,968,949
3,671,151
61,073,297,798
Total equity
(in Baht)
8,559,175,093
(8,788,508,750)
(8,788,508,750)
15,734,643,492
(116,563,854)
15,851,207,346
3,671,151
15,847,536,195
Unappropriated
Retained earnings
25,110,025,000
Issued
and paid-up
share capital
Annual Report
2011
Thai Beverage
Public
Company
Limited
2011
2010
Separate
nancial statements
2011
(Restated)
2010
(Restated)
(in Baht)
11,984,276,518
10,658,575,544
8,559,175,093
8,928,549,185
3,331,414,190
4,492,427,645
24,024,376
35,096,090
(373,120,179)
(252,462,454)
Adjustments for
Depreciation and amortisation
Interest income
(37,554,172)
(12,672,997)
Finance costs
454,770,186
258,712,073
1,191,468,009
34,916,902
14,298,232
16,363,930
(2,940,252)
50,000,000
50,000,000
9,375,000
9,375,000
288,021,469
(90,886,558)
950,846,638
(33,825)
5,160,795
(139,453,649)
588,270,132
(102,153,207)
(53,017,401)
Dividends
160,681,931
Employee benet
1,818,730
(8,117,842,575)
(18,554)
(49,047,500)
(8,289,511,707)
26,460,615
14
35
231,161,506
(10,422,725)
5,467,002,341
4,146,316,184
271,077,866
294,933,121
22,669,489,520
19,348,236,538
1,592,436,935
1,627,725,994
(571,850,713)
131,617,693
(1,535,293,147)
(274,595,642)
Inventories
(2,390,397,336)
(861,223,393)
(2,427,782,964)
176,038,015
266,283,532
(32,074,723)
604,800,201
(103,143,093)
119,875,494
16,599,906,771
(4,353,916,561)
12,245,990,210
(42,609,305)
(11,025,698)
(46,123,999)
(5,052,528)
612,480,745
9,054,372
123,939,862
(1,685,375)
162,055,040
4,071,832
(11,046,586)
(10,785,555)
19,292,877,813
(4,080,328,408)
15,212,549,405
(18,279,615)
1,648,534,011
1,563,817,506
(348,952,475)
1,299,581,536
(176,666,868)
1,387,150,638
/
Financial
Statements
2011
2010
Separate
nancial statements
2011
(Restated)
2010
(Restated)
(in Baht)
37,376,507
(8,063)
273,217,000
(3,164,562,273)
49,528,781
(130,019,967)
2,538,294
(2,225,020)
-
12,554,868
317,799,234
265,678,783
8,117,842,575
8,289,511,707
2,948,778
(10,912,400,000)
(3,427,172)
(142,277,000)
(3,109,959,947)
(18,788,451)
145,105,057
2,237,607
(30,583,006)
(1,954,917)
72,214,924
(356,285)
(2,033,127)
(16,038,852)
24,701
(2,061,932)
1,504,600
(2,499,995)
(9,057,106,475)
(11,991,261,216)
(2,817,769,625)
(2,637,897,237)
(388,672,982)
(8,788,508,750)
(64,734,432)
(257,970,707)
(8,286,308,250)
(67,452,521)
(1,107,556,677)
(8,788,508,750)
-
(950,685,515)
(8,286,308,250)
-
(1,500,000,000)
2,822,720,000
-
1,900,000,000
95,410,000
1,621,400,000
95,410,000
10,252,929,012
(1,035,345,688)
-
543,766,420
12,400,000,000
600,000,000
206,259,455
3,442,422,619
(2,200,000)
(2,500,000,000) (3,765,000,000)
(377,261,852) (11,235,165,058)
(122,532,858)
3,358,696,022
1,159,614,722
2,590,213,439
(391,132,139)
3,358,696,022
12,400,000,000
(643,900,000)
-
(2,500,000,000) (3,765,000,000)
1,326,654,573 (11,745,893,765)
(11,661,128)
22,849,120
(105,814,115)
128,663,235
11,187,992
22,849,120
Annual Report
2011
Thai Beverage
Public
Company
Limited
Note
Contents
General information
22
Interest-bearing liabilities
23
24
Other payables
25
26
Share capital
27
Reserves
28
Segment information
Related parties
29
Other income
30
Selling expenses
Other investments
31
Administrative expenses
10
32
11
Inventories
33
Expenses by nature
12
34
Finance costs
13
Investments in subsidiaries
35
14
Investments in associates
36
Promotional privileges
15
Investment properties
37
16
38
Dividends
17
Goodwill
39
Financial instruments
18
40
19
Leasehold rights
41
20
Deferred tax
42
21
43
Reclassication of accounts
/ 121
/
Financial
Statements
1. General information
Thai Beverage Public Company Limited, the Company, is incorporated in Thailand and has its registered ofce at 14 Vibhavadi
Rangsit Road, Chomphon, Chatuchak Bangkok.
The Company was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) in May 2006.
The principal businesses of the Group are the production, distribution of alcoholic and non-alcoholic beverages, Japanese
restaurants. Details of the Companys subsidiaries and associates as at 31 December 2011 and 2010 were as follows:
Ownership interest
Name of the entity
Type of business
Country of
incorporation
2011
(%)
2010
Direct subsidiaries
1.
2.
Thailand
100.00
100.00
Thailand
100.00
100.00
3.
Spirits distillery
Thailand
100.00
100.00
4.
Spirits distillery
Thailand
100.00
100.00
5.
Spirits distillery
Thailand
100.00
100.00
6.
Spirits distillery
Thailand
100.00
100.00
7.
Spirits distillery
Thailand
100.00
100.00
8.
Spirits distillery
Thailand
100.00
100.00
9.
Spirits distillery
Thailand
100.00
100.00
10.
Spirits distillery
Thailand
100.00
100.00
11.
Spirits distillery
Thailand
100.00
100.00
12.
Spirits distillery
Thailand
100.00
100.00
13.
Spirits distillery
Thailand
100.00
100.00
14.
Spirits distillery
Thailand
100.00
100.00
15.
Spirits distillery
Thailand
100.00
100.00
16.
Spirits distillery
Thailand
100.00
100.00
17.
Spirits distillery
Thailand
100.00
100.00
18.
Spirits distillery
Thailand
100.00
100.00
19.
100.00
100.00
distributor
/ 122
Annual Report
2011
Thai Beverage
Public
Company
Limited
Ownership interest
Name of the entity
Type of business
Country of
incorporation
2011
(%)
2010
21.
23.
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
25.
Thailand
100.00
24.
100.00
22.
Thailand
26.
Thailand
100.00
100.00
27.
Spirits distributor
Thailand
100.00
100.00
28.
Spirits distributor
Thailand
100.00
100.00
29.
Spirits distributor
Thailand
100.00
100.00
30.
Spirits distributor
Thailand
100.00
100.00
31.
Spirits distributor
Thailand
100.00
100.00
32.
Spirits distributor
Thailand
100.00
100.00
33.
Spirits distributor
Thailand
100.00
100.00
34.
Spirits distributor
Thailand
100.00
100.00
35.
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
beverages agency
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
beverages agency
36.
37.
38.
39.
40.
41.
/ 123
/
Financial
Statements
Ownership interest
Name of the entity
Type of business
Country of
incorporation
2011
(%)
2010
Trading of molasses
Thailand
99.72
99.72
43.
Thailand
100.00
100.00
44.
Thailand
100.00
100.00
45.
Thailand
100.00
100.00
46.
Thailand
100.00
100.00
47.
Trading of bottles
Thailand
100.00
100.00
48.
Thailand
100.00
100.00
49.
Thailand
100.00
100.00
Construction
Thailand
100.00
100.00
51.
Advertising agency
Thailand
100.00
100.00
52.
Training
Thailand
100.00
100.00
53.
Holding company
Hong Kong
100.00
100.00
54.
Thailand
100.00
100.00
55.
Trademark holding
Thailand
100.00
100.00
56.
100.00
100.00
of concentrate materials
Thailand
100.00
100.00
of concentrate materials
57.
58.
Holding company
Thailand
100.00
100.00
59.
Distribution of beverages
Thailand
100.00
100.00
60.
Thailand
89.26
89.26
Indirect subsidiaries
61.
Thailand
99.90
99.90
62.
Trading of spirits
Thailand
100.00
100.00
63.
Trading of spirits
Thailand
100.00
100.00
64.
Thailand
100.00
100.00
65.
Singapore
100.00
100.00
66.
Cambodia
100.00
100.00
67.
Malaysia
100.00
100.00
68.
Hong Kong
100.00
100.00
/ 124
Annual Report
2011
Thai Beverage
Public
Company
Limited
Ownership interest
Name of the entity
(%)
Type of business
Country of
incorporation
Holding company
United Kingdom
100.00
100.00
Holding company
Hong Kong
100.00
100.00
Thailand
100.00
99.99
Thailand
99.84
99.83
Thailand
89.26
89.26
2011
2010
70.
71.
72.
73.
74.
Thailand
89.26
89.26
75.
Dormant
Thailand
100.00
100.00
76.
Consultancy service
Thailand
100.00
100.00
77.
Thailand
100.00
100.00
78.
Thailand
100.00
100.00
79.
Trademark holding
Singapore
100.00
100.00
80.
Singapore
100.00
100.00
81.
Bermuda
100.00
82.
64.66
beverages
Subsidiaries of indirect subsidiaries
83.
United States
Trading of alcoholic beverages
of America
100.00
100.00
84.
Blairmhor Limited *#
Holding Company
United Kingdom
100.00
100.00
85.
United Kingdom
100.00
100.00
86.
Peoples
Republic of China 100.00
100.00
87.
Spirits distillery
Peoples
Republic of China 100.00
100.00
88.
Dormant
United Kingdom
100.00
100.00
89.
Dormant
United Kingdom
100.00
100.00
90.
Dormant
United Kingdom
100.00
100.00
91.
Dormant
United Kingdom
100.00
100.00
92.
Dormant
United Kingdom
100.00
100.00
93.
Dormant
United Kingdom
100.00
100.00
/ 125
/
Financial
Statements
Ownership interest
Name of the entity
Type of business
Country of
incorporation
2011
(%)
2010
United Kingdom
100.00
100.00
95.
Dormant
United Kingdom
100.00
100.00
96.
Dormant
United Kingdom
100.00
100.00
97.
Dormant
United Kingdom
100.00
100.00
98.
Dormant
United Kingdom
100.00
100.00
99.
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Holding company
Thailand
64.66
Thailand
64.66
Off licences
United Kingdom
49.49
49.49
Poland
84.00
44.00
Dormant
France
50.02
50.02
Thailand
25.86
*
**
***
****
*****
#
On 5 January 2011 International Beverage Trading Limited (IBTL) was incorporated in Bermuda with an authorised share capital of
USD 0.1 million by issuing 100,000 ordinary shares with a USD 1 par value. International Beverage Holdings Limited, the
Companys subsidiary, holds the entire shares.
At the Executive Board of Directors meeting held on 24 January 2011, the directors approved in principle for Charun Business 52
Co., Ltd. to sell its entire assets.
On 5 July 2011, an indirect subsidiarys aseptic tanks at a factory in Pathumthani province collapsed, which resulted in interruption
of the Cold Aseptic Filling production line. The subsidiary and the vendor have investigated the cause of this incident and discussed
about the responsibility with all parties concerned, along with the restoration of some production lines. Afterwards, the vendor
agreed with the subsidiary to deliver new tanks for replacement free of charge while the subsidiary paid installation charges.
At the Board of Directors meeting held on 9 September 2011, the directors approved for Thai Beverage Logistics Co., Ltd., the
Companys subsidiary, to acquire all 265,900,484 common shares of Serm Suk Public Company Limited, Serm Suk, representing
100% of issued and paid up capital of Serm Suk at the offer price of Baht 58 per share from all existing shareholders. The purchase
of shares was made by voluntary tender offer. As at 31 December 2011, the subsidiary held 64.66% of the issued and paid up
capital of Serm Suk.
/ 126
127
Annual Report
2011
Thai Beverage
Public
Company
Limited
At the Executive Board of Directors meeting held on 26 December 2011, the directors approved for the Company to sell 19,998
common shares of Dhanasindhi Co., Ltd., the Companys subsidiary, representing 99.99% of total shares at the price of Baht
1,995.98 per share, equal to appraisal value by the nancial advisor.
At the Executive Board of Directors meeting held on 26 December 2011, the directors approved for Feed Addition Co., Ltd., the
Companys subsidiary, to sell its assets related to production and distribution of fertilizer amounting to Baht 14,687,205.21, equal
to appraisal value by the nancial advisor.
Topic
Inventories
Construction Contracts
Leases
Revenue
TAS 19
Employee Benets
Borrowing Costs
Investments in Associates
Impairment of Assets
Intangible Assets
Investment Property
Business Combinations
TIC 31
/ 127
/
Financial
Statements
TFRS
Topic
The FAP has also issued TAS 12 Income Taxes, which is effective from 1 January 2013. However, the Group has early-adopted
TAS 12 with effect from 1 January 2011.
The adoption of these new and revised TFRS has resulted in changes in the Groups accounting policies. The effects of these
changes are disclosed in note 4.
In addition to the above new and revised TFRS, the FAP has issued during 2010 a number of other new and revised TFRS which are
expected to be effective for nancial statements beginning on or after 1 January 2013 and have not been adopted in the
preparation of these nancial statements. These new and revised TFRS are disclosed in note 42.
(b) Basis of measurement
The nancial statements have been prepared on the historical cost basis except for the following material items in the statements of
nancial position:
-
/ 128
Annual Report
2011
Thai Beverage
Public
Company
Limited
Consolidated
nancial statements
(in million Baht)
Insurance reimbursement
Received prior to 31 December
Received after 31 December
139
55
1,440
1,634
(229)
(319)
Impairment of inventories
(250)
(589)
(173)
(234)
(1,794)
(160)
These nancial statements do not include any adjustments that might have been required had the assessment of the damage, and
the extent of the insurance coverage, been nalized.
/ 129
/
Financial
Statements
Details of the new accounting policies adopted by the Group and the impact of the changes on the nancial statements are included
in notes 4(b) to 4(i) below. The impact of the changes on the nancial statements for the years ended 31 December 2011 and 2010
is summarised as follows:
For the year ended 31 December 2010
Note
Consolidated
nancial statements
Separate
nancial statements
2010
2010
(in million Baht)
56,444
60,433
4(i)
4(f)
(632)
(654)
2
-
55,158
60,435
58,228
61,073
4(i)
(694)
4(f)
(654)
56,880
61,077
14,805
9,223
(4,084)
4(i)
(62)
(4,146)
Prot - restated
10,659
(0.002)
/ 130
1
(295)
8,928
-
Annual Report
2011
Thai Beverage
Public
Company
Limited
Consolidated
nancial statements
Separate
nancial statements
2011
2011
(in million Baht)
56,880
61,077
4(h)
(731)
(117)
56,149
60,960
4(e)
569
4(h)
(161)
(25)
408
(25)
(25)
4(i)
(485)
4(e)
(171)
4(h)
48
(608)
(17)
(200)
(42)
0.008
(0.002)
As a result, the Group presents all owner changes in equity in the statement of changes in equity and all non-owner changes in
equity in the statement of comprehensive income. Previously, all such changes were included in the statement of changes in equity.
Comparative information has been re-presented so that it also is in conformity with the revised standard. Since the change in
accounting policy only impacts presentation aspects, there is no impact on reported prot or earnings per share.
/ 131
/
Financial
Statements
/ 132
Annual Report
2011
Thai Beverage
Public
Company
Limited
Previously, goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of
the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the
transaction.
(e) Accounting for property, plant and equipment
The Group has adopted TAS 16 (revised 2009) Property, Plant and Equipment in determining and accounting for the cost and
depreciable amount of property, plant and equipment.
The principal changes introduced by the revised TAS 16 and affecting the Group are that: (i) costs of asset dismantlement, removal
and restoration have to be included as asset costs and subject to annual depreciation; (ii) the depreciation charge has to be
determined separately for each signicant part of an asset; and (iii) in determining the depreciable amount, the residual value of an
item of property, plant and equipment has to be measured at the amount estimated receivable currently for the asset if the asset
were already of the age and in the condition expected at the end of its useful life. Furthermore, the residual value and useful life of
an asset have to be reviewed at least at each nancial year-end.
The changes have been applied prospectively in accordance with the transitional provisions of the revised standard, except that
consideration of the costs of asset dismantlement, removal and restoration, have been applied retrospectively. The changes have
had no impact on the prot and earnings per share for the year ended 31 December 2010 and the following impact on the 2011
nancial statements:
31 December 2011
Consolidated
nancial statements
Separate
nancial statements
(in million Baht)
569
569
(171)
398
31 December 2011
Consolidated
nancial statements
Separate
nancial statements
(in million Baht)
Decrease in depreciation
569
569
(171)
Increase in prot
398
0.016
/ 133
/
Financial
Statements
The Group has adopted FAP announcement number 19/2554 Accounting Treatment for Condominiums. This announcement
requires the Company to recognise the acquisition cost of condominiums and similar types of asset as a single asset under the
classication condominiums unless the Company has separate title deeds for the land and the condominium, when the land and
building costs can be recognised separately. Previously, condominiums and associated land held under common title were recognised
separately in the nancial statements. The change in accounting policy has been applied retrospectively with the following impact on
the 2011 and 2010 nancial statements:
Consolidated nancial statements
31 December 2010
31 December
and
1 January
2011
1 January 2011
2010
(in million Baht)
(12)
(11)
(11)
(12)
(11)
(11)
(12)
(11)
(11)
Consolidated
nancial statements
2011
(in million Baht)
Statement of comprehensive income for the year ended 31 December
Increase in depreciation charge resulting in increase in administrative expenses
Decrease in prot
Annual Report
2011
Thai Beverage
Public
Company
Limited
Any revaluation surplus for these properties carried in equity has been reclassied to retained earnings. The difference between the
carrying amount of the property under the revaluation model previously used and the new cost model, has been taken to retained
earnings. The depreciation charge for 2010 under the revaluation method previously used has been adjusted to the appropriate
charge under the cost method. From 1 January 2011, the depreciable amount and useful life of the investment property have been
reassessed in accordance with the requirements of TAS 16 (Revised 2009) - see note 4(e). The change in accounting policy in this
regard has been applied prospectively in accordance with TAS 16 (Revised 2009). The impact on the 2011 and 2010 nancial
statements was as follows:
Consolidated
nancial statements
2011
2010
Separate
nancial statements
2011
2010
(in million Baht)
(654)
(654)
(681)
(681)
(106)
(106)
787
787
(654)
(654)
Decrease in equity
(g) Accounting for borrowing costs
The Group has adopted TAS 23 (revised 2009) Borrowing Costs.
Under the revised standard, borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset
are capitalised as part of the cost of that asset. Under the former standard, there was also an option to expense borrowing costs on
qualifying assets when incurred.
It was the Groups policy under the former TAS 23 to capitalise borrowing costs directly attributable to the acquisition, construction
or production of a qualifying asset. Consequently the adoption of the revised standard has had no impact on reported prot or
earnings per share.
(h) Accounting for employee benets
The Group has adopted TAS 19 Employee Benets.
Under the new policy, the Groups obligation in respect of post-employment benets was as follows:
Short-term employee benet - accumulated annual leave recognised in the nancial statements based on calculations of
the accumulated unused annual leave at end of period multiply daily employees wage.
Long-term employee benet - long service award recognised in the nancial statements based on calculations performed
annually by a qualied actuary using the projected unit credit method. Previously, this obligation was recognised as and
when payments were made.
Post-employment benet recognised in the nancial statements based on calculations performed annually by a qualied
actuary using the projected unit credit method. Previously, this obligation was recognised only for employees who are due
to retire within 5 years from the reporting date and when payments were made.
/ 135
/
Financial
Statements
The Groups and the Companys liability for post-employment benet and other long-term employee benet obligations as at
1 January 2011 has been determined to be Baht 1,044 million and Baht 167 million, respectively. The Group has opted to record
this liability as an adjustment to retained earnings as at 1 January 2011, in accordance with the transitional provisions of TAS 19.
The impact on the 2011 nancial statements was as follows:
Consolidated
nancial statements
Separate
nancial statements
(in million Baht)
30,472
15,851
(1,044)
(167)
313
50
29,741
15,734
(55)
(33)
(24)
-
(73)
(1)
(161)
(25)
48
(113)
(17)
(0.005)
(0.001)
Annual Report
2011
Thai Beverage
Public
Company
Limited
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and
whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open
tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies
on estimates and assumptions and may involve a series of judgements about future events. New information may become available
that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will
impact tax expense in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they
relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable prots will be available against which the
temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is
no longer probable that the related tax benet will be realised.
Formerly, income tax on the prot or loss for the year comprises current tax. Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
The change in accounting policy has been applied retrospectively and the Groups 2010 nancial statements, which are included in
the Groups 2011 nancial statements for comparative purposes, have been restated accordingly. The impact on the 2011 and
2010 nancial statements was as follows:
1 January
2011
31 December
2010
1 January
2010
(in million Baht)
341
542
387
424
(1,299)
(923)
(1,081)
(1,056)
(958)
(381)
(694)
(632)
1 January
2011
31 December
2010
1 January
2010
(in million Baht)
31
54
Increase in equity
31
54
/ 137
/
Financial
Statements
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
437
62
17
(1)
(437)
(62)
(17)
(0.017)
(0.002)
(0.001)
Annual Report
2011
Thai Beverage
Public
Company
Limited
Transaction costs that the Group incurs in connection with a business combination, such as legal fees, and other professional and
consulting fees are expensed as incurred.
Acquisitions from entities under common control
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the
Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later,
at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are
recognised at the carrying amounts recognised previously in the Group controlling shareholders consolidated nancial statements.
The components of equity of the acquired entities are added to the same components within Group equity except that any share
capital of the acquired entities is recognised as part of share premium. Any cash paid for the acquisition is recognised directly in
equity.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the
nancial and operating policies of an entity so as to obtain benets from its activities. The nancial statements of subsidiaries are
included in the consolidated nancial statements from the date that control commences until the date that control ceases.
The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group.
Losses applicable to non-controlling interests in a subsidiary are allocated to non- controlling interests even if doing so causes the
non- controlling interests to have a decit balance.
Loss of control
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the
other components of equity related to the subsidiary. Any surplus or decit arising on the loss of control is recognised in prot or
loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control
is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale nancial asset depending on
the level of inuence retained.
Associates
Associates are those entities in which the Group has signicant inuence, but not control, over the nancial and operating policies.
Signicant inuence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity.
Investments in associates are accounted for in the consolidated nancial statements using the equity method (equity-accounted
investees) and are recognised initially at cost. The cost of the investment includes transaction costs.
The consolidated nancial statements include the Groups share of prot or loss and other comprehensive income, after adjustments
to align the accounting policies with those of the Group, from the date that signicant inuence commences until the date that
signicant inuence ceases. When the Groups share of losses exceeds its interest in an associate, the Groups carrying amount is
reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated
in preparing the consolidated nancial statements. Unrealised gains arising from transactions with associates are eliminated against
the investment to the extent of the Groups interest in the investee. Unrealised losses are eliminated in the same way as unrealised
gains, but only to the extent that there is no evidence of impairment.
/ 139
/
Financial
Statements
Annual Report
2011
Thai Beverage
Public
Company
Limited
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make
the sale.
(g) Non-current assets held for sale
Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale
rather than through continuing use, are classied as held for sale. The assets (or disposal group) are measured at the lower of their
carrying value and fair value less cost to sell. Any impairment loss on a disposal group is rst allocated to goodwill, and then to
remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, nancial assets, deferred tax
assets and investment properties. Impairment losses on initial classication as held for sale and subsequent gains and losses on
remeasurement are recognised in prot or loss. Gains are not recognised in excess of any cumulative impairment loss.
(h) Investments
Investments in subsidiaries and associates
Investments in subsidiaries and associates in the separate nancial statements of the Company are accounted for using the cost
method. Investments in associates in the consolidated nancial statements are accounted for using the equity method.
Investments in other debt and equity securities
Debt securities that the Group has the positive intent and ability to hold to maturity are classied as held-to-maturity investments.
Held-to-maturity investments are stated at amortised cost, less any impairment losses. The difference between the acquisition cost
and redemption value of such debt securities is amortised using the effective interest rate method over the period to maturity.
Marketable equity securities are classied as available-for-sale investments. Available-for-sale investments are, subsequent to
initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on
available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences are
recognised in prot or loss. When these investments are derecognised, the cumulative gain or loss previously recognised directly in
equity is recognised in prot or loss. Where these investments are interest-bearing, interest calculated using the effective interest
method is recognised in prot or loss.
Equity securities which are not marketable are stated at cost less any impairment losses.
The fair value of nancial instruments classied as available-for-sale is determined as the quoted bid price at the reporting date.
Disposal of investments
On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated
cumulative gain or loss that was reported in equity is recognised in prot or loss.
If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the
weighted average method applied to the carrying value of the total holding of the investment.
(i) Investment properties
Investment properties are properties which are held to earn rental income, for capital appreciation or for both, but not for sale in the
ordinary course of business, use in the production or supply of goods or services or for administrative purposes.
Investment properties are stated at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed
investment property includes the cost of materials and direct labour, and other costs directly attributable to bringing the investment
property to a working condition for its intended use and capitalised borrowing costs.
/ 141
/
Financial
Statements
Depreciation is charged to prot or loss on a straight-line basis over the estimated useful lives of each property. The estimated
useful lives are as follows:
Buildings
20 years
/ 142
Annual Report
2011
Thai Beverage
Public
Company
Limited
the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred directly to retained earnings and is
not taken into account in calculating the gain or loss on disposal.
Subsequent costs
The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is
probable that the future economic benets embodied within the part will ow to the Group, and its cost can be measured reliably.
The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment
are recognised in prot or loss as incurred.
Depreciation
Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for cost,
less its residual value.
Depreciation is charged to prot or loss on a straight-line basis over the estimated useful lives of each component of an item of
property, plant and equipment. The estimated useful lives are as follows:
Land improvement
Buildings and constructions
Building improvements
Machinery and equipment
Oak barrels
Furniture, xtures and ofce equipment
Vehicles
3-30
10-40
1-30
3-40
10-20
3-10
3-10
years
years
years
years
years
years
years
/
Financial
Statements
3-10 years
3-20 years
10 years
Amortisation methods, useful lives and residual values are reviewed at each nancial year-end and adjusted if appropriate.
(l) Leasehold rights
Leasehold rights are stated at cost less accumulated amortisation and impairment losses.
Amortisation is recognised in prot or loss on a straight-line basis over the agreement period.
(m) Impairment
The carrying amounts of the Groups assets are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, the assets recoverable amounts are estimated. For goodwill, the recoverable amount is
estimated each year at the same time.
An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss is
recognised in prot or loss unless it reverses a previous revaluation credited to equity, in which case it is charged to equity.
When a decline in the fair value of an available-for-sale nancial asset has been recognised directly in equity and there is objective
evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in
prot or loss even though the nancial asset has not been derecognised. The amount of the cumulative loss that is recognised in
prot or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that nancial asset
previously recognised in prot or loss.
Calculation of recoverable amount
The recoverable amount of available-for-sale nancial assets is calculated by reference to the fair value.
The recoverable amount of a non-nancial asset is the greater of the assets value in use and fair value less costs to sell. In assessing
value in use, the estimated future cash ows are discounted to their present value using a pre-tax discount rate that reects current market
assessments of the time value of money and the risks specic to the asset. For an asset that does not generate cash inows largely
independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
/ 144
Annual Report
2011
Thai Beverage
Public
Company
Limited
Reversals of impairment
An impairment loss in respect of a nancial asset is reversed if the subsequent increase in recoverable amount can be related
objectively to an event occurring after the impairment loss was recognised in prot or loss. For nancial assets carried at amortised
cost and available-for-sale nancial assets that are debt securities, the reversal is recognised in prot or loss. For available-forsale nancial assets that are equity securities, the reversal is recognised in other comprehensive income.
An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other nonnancial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment
loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(n) Interest-bearing liabilities
Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial
recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being
recognised in prot or loss over the period of the borrowings on an effective interest basis.
(o) Trade and other accounts payable
Trade and other accounts payable (including balances with related parties) are stated at cost.
(p) Employee benets
Dened contribution plans
A dened contribution plan is a post-employment benet plan under which an entity pays xed contributions into a separate entity
and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to dened contribution pension
plans are recognised as an employee benet expense in prot or loss in the periods during which services are rendered by
employees.
Dened benet plans
A dened benet plan is a post-employment benet plan other than a dened contribution plan. The Groups net obligation in
respect of dened benet pension plans is calculated separately for each plan by estimating the amount of future benet that
employees have earned in return for their service in the current and prior periods; that benet is discounted to determine its present
value. Any unrecognised past service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the
reporting date on AA credit-rated bonds that have maturity dates approximating the terms of the Groups obligations and that are
denominated in the same currency in which the benets are expected to be paid.
The calculation is performed annually by a qualied actuary using the projected unit credit method. When the calculation results in a
benet to the Group, the recognised asset is limited to the total of any unrecognised past service costs and the present value of
economic benets available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order
to calculate the present value of economic benets, consideration is given to any minimum funding requirements that apply to any
plan in the Group. An economic benet is available to the Group if it is realisable during the life of the plan, or on settlement of the
plan liabilities.
When the benets of a plan are improved, the portion of the increased benet relating to past service by employees is recognised in
prot or loss on a straight-line basis over the average period until the benets become vested. To the extent that the benets vest
immediately, the expense is recognised immediately in prot or loss.
The Group recognises all actuarial gains and losses arising from dened benet plans in other comprehensive income and all
expenses related to dened benet plans in prot or loss.
/ 145
/
Financial
Statements
/ 146
Annual Report
2011
Thai Beverage
Public
Company
Limited
Construction contracts
Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive
payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a
construction contract can be estimated reliably, contract revenue and expenses are recognised in prot or loss in proportion to the
stage of completion of the contract.
The stage of completion is assessed by reference to surveys of work performed. When the outcome of a construction contract
cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be
recoverable. An expected loss on a contract is recognised immediately in prot or loss.
Commissions
When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net
amount of commission made by the Group.
Rental income
Rental income from investment property is recognised in prot or loss on a straight-line basis over the term of the lease. Lease
incentives granted are recognised as an integral part of the total rental income over the term of lease. Contingent rentals are
recognised as income in the accounting period in which they are earned.
Interest and dividend income
Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on
the date the Groups right to receive payments is established.
(t) Finance costs
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and contingent consideration, losses
on disposal of available-for-sale nancial assets, fair value losses on nancial assets at fair value through prot or loss and
impairment losses recognised on nancial assets (other than trade receivables) that are recognised in prot or loss.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised
in prot or loss using the effective interest method.
(u) Lease payments
Payments made under operating leases are recognised in prot or loss on a straight line basis over the term of the lease.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the
lease adjustment is conrmed.
(v) Income tax
Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in prot or loss
except to the extent that they relate to a business combination, or items recognised directly in equity or in other comprehensive
income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for nancial
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary
differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business
/ 147
/
Financial
Statements
combination and that affects neither accounting nor taxable prot or loss; and differences relating to investments in subsidiaries to
the extent that it is probable that they will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and
whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open
tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies
on estimates and assumptions and may involve a series of judgements about future events. New information may become available
that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will
impact tax expense in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they
relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable prots will be available against which the
temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is
no longer probable that the related tax benet will be realised.
(w) Earnings per share
The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the prot or loss
attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the
period, adjusted for own shares held.
Annual Report
2011
Thai Beverage
Public
Company
Limited
comprising charges for a letter of nancial support and fees for the tender offer, are included in administrative expenses in the
consolidated statement of comprehensive income.
Net assets at the acquisition date comprised the following:
Carrying
amounts
Fair value
adjustments
Recognised
values
(in million Baht)
915
915
1,138
1,138
Inventories
2,397
2,397
7,776
922
8,698
36
36
458
458
Other assets
1,129
1,129
(1,266)
(1,266)
(1,124)
Other liabilities
(3,116)
8,343
Intangible assets
Deferred tax assets
(184)
738
(1,308)
(3,116)
9,081
Goodwill on acquisition
4,100
Non-controlling interests
(3,209)
Consideration paid
9,972
Cash acquired
Net cash outow
(915)
9,057
The goodwill is mainly attributable to Serm Suks Management and employees skills and talents to produce beverages and to Serm
Suks distribution and logistic network.
The recognized values of Serm Suks assets and liabilities at the acquisition date constitute provisional amounts for items for
which the fair value accounting is incomplete. These provisional amounts will be adjusted, and additional assets or liabilities will be
recognized, during the measurement period to reect new information obtained about facts and circumstances that existed as of the
acquisition date and, if known, would have affected the measurement of the amounts recognized, or would have resulted in the
recognition of those additional assets or liabilities, as of that date.
In the three months period from 1 October 2011 to 31 December 2011, Serm Suk contributed revenue of Baht 4,150 million and
loss of Baht 401 million to the Groups results. Serms Suks results for the three month period ended 31 December 2011 were
adversely affected by the severe ooding occurring in parts of Thailand. If the acquisition had occurred on 1 January 2011,
management estimates that the Groups consolidated revenue would have been Baht 150,269 million and the Groups consolidated
prot for the year would have been Baht 12,441 million. In determining these amounts, management has assumed that the fair value
adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had
occurred on 1 January 2011.
/ 149
/
Financial
Statements
7. Related parties
For the purposes of these nancial statements, parties are considered to be related to the Group and the Company if the Group and
the Company has the ability, directly or indirectly, to control or joint control the party or exercise signicant inuence over the party
in making nancial and operating decisions, or vice versa, or where the Group and the party are subject common control or common
signicant inuence. Related parties may be individuals or other entities.
Relationships with related parties other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect subsidiaries and
associates of indirect subsidiaries (as presented in note 1) were as follows:
Name of entities
Country of
incorporation/
nationality
Nature of relationships
1.
Thailand
Thailand
3.
Thailand
4.
Thailand
5.
Thailand
6.
Thailand
7.
Thailand
Co., Ltd.
8.
Thailand
9.
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
/ 150
Annual Report
2011
Thai Beverage
Public
Company
Limited
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Singapore
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
/ 151
/
Financial
Statements
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Thailand
Hong Kong
Hong Kong
Thailand
Thailand
Thailand
Thailand
The pricing policies for particular types of transactions are explained further below:
Transactions
Pricing policies
Sale of goods
Rendering of services
Contractual prices
Receiving of services
Contractual prices
Contractual prices
Contractual prices
/ 152
Annual Report
2011
Thai Beverage
Public
Company
Limited
Signicant transactions for the years ended 31 December 2011 and 2010 with related parties were as follows:
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
Management fees
3,083
2,903
315
124
Interest income
363
252
Interest expense
830
728
Dividends
8,118
8,290
Other income
Administrative expenses
Purchases of investments
143
(231)
10
423
418
358
374
Subsidiaries
Associates
Share of prot of associates, net of income tax
Key management personnel
Key management personnel compensation
Short-term employee benet
Post-employment benets
Total key management personnel compensation
432
418
367
374
/ 153
/
Financial
Statements
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
1,192
930
111
42
10,620
6,924
232
217
103
109
Other income
354
27
495
477
30
15
Balances as at 31 December 2011 and 2010 with related parties were as follows:
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
221
10
11
Others
241
21
Total
/ 154
/ 155
Subsidiaries
Short-term
loans to
2011
Other
receivables
Total
Short-term
loans to
2010
Other
receivables
Total
107
1,121
68
1,230
Short-term
loans to
11
25
24
18
24
2011
Other
receivables
11
109
1,146
73
24
18
1,254
Total
279
592
537
Short-term
loans to
11
19
21
17
18
290
611
21
17
555
2010
Other
receivables
Total
(in million Baht)
/ 156
-
Total subsidiaries
PompalangCo., Ltd.
Subsidiaries (continued)
Short-term
loans to
2011
Other
receivables
Total
Short-term
loans to
2010
Other
receivables
Total
14,753
228
10,825
411
155
11
379
213
Short-term
loans to
484
45
15
32
28
43
24
10
16
12
12
19
25
2011
Other
receivables
15,237
229
10,870
414
155
12
15
411
241
43
24
10
16
12
12
19
25
Total
1,977
48
182
281
30
13
Short-term
loans to
380
11
25
25
29
22
15
10
12
19
22
2,357
48
184
283
11
25
25
29
22
15
10
12
19
52
17
2010
Other
receivables
Total
(in million Baht)
/ 157
Total
Others
Related companies
Short-term
loans to
2,290
2,290
15
36
225
531
1,460
2011
Other
receivables
2,290
2,290
15
36
225
531
1,460
Total
Short-term
loans to
791
791
14
759
2010
Other
receivables
791
791
14
759
Total
14,753
Short-term
loans to
485
2011
Other
receivables
15,238
Total
1,977
Short-term
loans to
394
14
14
2,371
14
14
2010
Other
receivables
Total
(in million Baht)
/ 158
-
Total subsidiaries
Total
Others
Related companies
Subsidiaries
Long-term
loans to
53
53
30
2011
Other
receivables
53
53
30
Total
Long-term
loans to
39
39
29
2010
Other
receivables
39
39
29
Total
635
635
119
67
449
Long-term
loans to
11
10
2011
Other
receivables
646
10
636
119
67
449
Total
2,499
2,499
395
113
20
165
192
1,605
Long-term
loans to
2,502
2,499
395
113
20
165
192
1,605
2010
Other
receivables
Total
(in million Baht)
Annual Report
2011
Thai Beverage
Public
Company
Limited
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
Short-term loans
14,753
1,977
Long-term loans
635
2,499
15,388
4,476
Movements during the years ended 31 December 2011 and 2010 of loans to related parties were as follows:
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
At 1 January
1,977
2,642
Increase
13,108
877
Decrease
At 31 December
14,753
1,977
At 1 January
2,499
3,455
Increase
529
Decrease
At 31 December
Short-term loans
Subsidiaries
(332)
(1,542)
Long-term loans
Subsidiaries
(1,864)
635
(1,485)
2,499
/ 159
/
Financial
Statements
Loans to and other receivables from related parties of the Group and the Company as at 31 December 2011 and 2010 were
denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
903
158
85
113
63
105
58
31
31
21
22
17
20
792
Others
1,438
990
Total
/ 160
/ 161
Subsidiaries
Short-term
loans from
Total
Short-term
loans from
2010
Other
payables
Total
617
466
590
1,105
158
103
183
266
124
299
230
78
10
18
320
97
279
132
Short-term
loans from
15
2011
Other
payables
621
468
597
1,109
159
103
185
267
126
301
232
79
10
19
326
98
286
147
Total
392
193
429
133
65
113
188
75
194
39
322
22
432
61
63
90
626
82
Short-term
loans from
15
394
194
434
134
65
114
189
75
195
41
324
23
433
61
64
91
632
97
2010
Other
payables
Total
(in million Baht)
/ 162
-
Total subsidiaries
Subsidiaries (continued)
Short-term
loans from
Total
Short-term
loans from
2010
Other
payables
Total
8,636
10
25
84
84
25
13
146
255
14
137
405
28
486
761
489
585
Short-term
loans from
275
11
48
125
2011
Other
payables
8,911
11
10
27
87
48
209
27
13
147
256
14
138
407
29
488
765
493
588
Total
5,938
48
210
663
14
29
127
152
85
75
133
223
266
143
235
Short-term
loans from
127
17
44
6,065
50
213
17
44
664
14
29
127
153
86
75
134
224
269
145
236
2010
Other
payables
Total
(in million Baht)
/ 163
Total
146
146
37
10
11
13
21
31
146
146
37
10
11
13
21
31
Total
Short-term
loans from
17
163
163
17
86
10
14
12
163
163
17
86
10
14
12
17
Total
8,636
Short-term
loans from
288
13
2011
Other
payables
8,924
13
Total
5,938
Short-term
loans from
145
18
10
6,083
18
10
2010
Other
payables
Total
(in million Baht)
Short-term loans from and other payables to related parties of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht and other
functional currencies of foreign subsidiaries.
Others
Related companies
Short-term
loans from
2010
Other
payables
/ 164
-
Subsidiaries
Long-term
loans from
Total
Long-term
loans from
2010
Other
payables
Total
177
319
1,275
163
375
525
110
146
372
48
352
76
309
130
302
73
18
70
98
1,018
109
157
77
79
158
3,090
Long-term
loans from
2011
Other
payables
177
319
1,275
163
375
525
110
146
372
48
352
76
309
130
302
73
18
70
98
1,018
109
157
77
79
158
3,090
Total
140
64
490
947
168
235
286
92
221
330
20
195
401
176
241
90
155
219
241
176
151
3,564
Long-term
loans from
140
64
490
947
168
235
286
92
221
330
20
195
401
176
241
90
155
219
241
176
151
3,564
2010
Other
payables
Total
(in million Baht)
/ 165
Total
Total
Long-term
loans from
Total
10,528
64
246
458
59
32
23
20
Long-term
loans from
2011
Other
payables
10,528
64
246
458
59
32
23
20
Total
10,403
69
195
471
58
28
23
10
80
162
411
149
145
Long-term
loans from
10,403
69
195
471
58
28
23
10
80
162
411
149
145
2010
Other
payables
Total
(in million Baht)
Long-term loans from and other payables to related parties of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht.
Subsidiaries (continued)
Long-term
loans from
2010
Other
payables
/
Financial
Statements
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
Short-term loans
8,636
5,938
Long-term loans
10,528
10,403
19,164
16,341
Movements during the years ended 31 December 2011 and 2010 of loans from related parties were as follows:
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
At 1 January
5,938
7,259
Increase
5,371
2,106
Decrease
(2,673)
(3,427)
At 31 December
8,636
5,938
At 1 January
10,403
9,743
Increase
2,803
1,965
Decrease
(2,678)
(1,305)
At 31 December
Short-term loans
Subsidiaries
Long-term loans
Subsidiaries
10,528
10,403
Annual Report
2011
Thai Beverage
Public
Company
Limited
provision of ongoing support and maintenance of the systems and infrastructure and is committed to pay system, hardware and
software rental fee and service fee on a monthly basis throughout the contract period for ve years, effective from 31 May 2006,
under the fees and conditions stated in the contract. Subsequently, the Company entered into additional agreements based on the
number of users and renewed the agreements ended 31 August 2014.
Procurement agreement
Pan International (Thailand) Co., Ltd., the Companys subsidiary, entered into the procurement agreements with other subsidiaries,
for necessary purchase and procurement services to the later subsidiaries. The procurement fee is 1% of the value of goods and
services purchased under such agreement.
Molasses purchase agreements
Thai Molasses Co., Ltd., the Companys subsidiary, entered into molasses purchase and sale agreements with various related
companies in order to sell to other subsidiaries within the Group. The terms and conditions of these agreements specify that the
seller would sell molasses to the buyers in specied quantity, price, quality, delivery and received, payments, responsibility, weight,
sample analysis on molasses, and quality control, etc.
Glass bottle purchase and sale agreement
Thai Beverage Recycle Co., Ltd., the Companys subsidiary, entered into the glass bottle purchase and sale agreement with Berli
Jucker PCL., a related party, to purchase various types of new glass bottles in order to sell to other subsidiaries within the Group for
a period of two years and eight months, effective from 1 May 2007 to 31 December 2009, under the prices and conditions stated
in the contract.
On 23 December 2009, the subsidiary entered into a new glass bottle purchase and sale agreement for a period of three years,
effective from 1 January 2010 to 31 December 2012, under the prices and conditions stated in the contract.
License agreements
- Three subsidiaries entered into license agreements with Beer Chang Co., Ltd., Archa Beer Co., Ltd., and Thai Beverage Brands
Co., Ltd., the Companys subsidiaries, for rights and obligations for the sale of drinking water, soda water, beer, draft beer and
lager beer under the trade names of CHANG, ARCHA and FEDERBRAU. The subsidiaries are committed to pay fees at a
rate of 2% based on net sales at price, ex factory, excluding VAT and after deducting excise tax, contributions to the health
promotion fund and Thai Public Broadcasting Service.
-
Sura Bangyikhan Co., Ltd., the Companys subsidiary, entered into license agreements with 12 subsidiaries for the rights to use
trademarks for white spirits and Chiang - Chun blended spirits as stipulated in the agreement. The trademark fee is from Baht
0.50 - 1.50 per bottle, based on the contents and size of the bottle. With effective from January 2010, the trademark fee was
adjusted to Baht 0.50 1.20 per bottle, based on the contents and size of the bottle.
/ 167
/
Financial
Statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
214
216
52
43
317
316
56
55
Total
531
532
108
98
1,421
1,613
171
109
27
109
27
24
26
Other agreements
18
56
33
1,572
1,846
165
60
Other commitments
Purchase molasses
Sale molasses
Application service provisioning agreement
Total
Cash on hand
Cash at banks - current accounts
Cash at banks - saving accounts
Highly liquid short-term investments
Total
/ 168
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
55
47
895
822
2,112
1,387
10
22
380
1,103
3,442
3,359
11
23
Annual Report
2011
Thai Beverage
Public
Company
Limited
The currency denomination of cash and cash equivalents as at 31 December was as follows:
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
3,217
3,057
11
23
215
273
28
Others
3,442
3,359
11
23
Total
9. Other investments
Consolidated
nancial statements
2011
2010
Separate
nancial statements
2011
2010
(in million Baht)
Current investments
Short-term deposits at nancial institutions
12
13
73
12
12
60
(5)
(4)
67
14
140
14
153
15
Others
Total
As at 31 December 2009, an indirect subsidiary invested in government bonds in the amount of Baht 8.5 million, bearing interest
rates at 5.90% and 4.25% per annum and maturity in 2013 and 2014. The bonds have been pledged as collateral for electricity
utilisation. Subsequently during 2010, the aforementioned indirect subsidiary invested additionally in government bonds in the
/ 169
/
Financial
Statements
amount of Baht 3.66 million, bearing interest rate at 4.125% per annum and maturity in 2016. The bonds have been pledged as
collateral for natural gas utilisation.
Other investments of the Group as at 31 December 2011 and 2010 were denominated entirely in Thai Baht.
Related parties
Separate
nancial statements
Note
2011
2010
2011
2010
(in million Baht)
241
21
Other parties
3,459
1,937
Total
3,700
1,958
(81)
3,619
(36)
1,922
16
(3)
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
102
21
Related parties
Within credit terms
Overdue:
Less than 3 months
6-12 months
135
241
21
3,101
1,750
299
158
Other parties
Within credit terms
Overdue:
Less than 3 months
3-6 months
40
6-12 months
10
14
12
3,459
1,937
Over 12 months
Less allowance for doubtful
accounts
Net
3,378
(81)
1,901
3,619
1,922
The normal credit term granted by the Group ranges from 7 days to 180 days.
/ 170
(36)
Annual Report
2011
Thai Beverage
Public
Company
Limited
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
3,604
1,919
12
Euro
Total
3,619
1,922
11. Inventories
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
Finished goods
11,860
10,017
Maturing spirits
9,316
9,028
Work in progress
4,060
3,867
Raw materials
2,971
2,548
Packaging materials
2,607
823
Spare parts
526
428
Others
767
608
32,107
27,319
(461)
(173)
31,646
27,146
97,172
89,914
445
84
- Reversal of write-down
(275)
(173)
Net total
97,342
89,825
/ 171
/
Financial
Statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
2,948
743
Refundable VAT
478
367
17
522
231
Others
350
336
4,298
1,677
18
Total
Other current assets of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai Baht and
other functional currencies of foreign subsidiaries.
At 1 January
Increase in share capital in subsidiary
Acquisitions
Disposals
At 31 December
2011
2010
(in million Baht)
80,047
80,091
143
80,190
(46)
80,047
The Executive Board of Directors meeting held on 25 April 2011 unanimously approved in principle for International Beverage
Holdings Limited, the Companys subsidiary, to increase its authorised share capital amounting to HKD 36.5 million; InterBev
(Singapore) Limited, the Companys indirect subsidiary, to increase its authorised share capital amounting to SGD 6 million; and
Super Brands Company Pte. Ltd., the Companys subsidiary of indirect subsidiary, to increase its authorised share capital amounting
to SGD 8.2 million. The increase in share capital of International Beverage Holdings Limited, the Companys subsidiary, InterBev
(Singapore) Limited, the Companys indirect subsidiary, and Super Brands Company Pte. Ltd. ,the Companys subsidiary of indirect
subsidiary, was completed on 31 May 2011, 20 June 2011 and 27 June 2011, respectively.
/ 172
Annual Report
2011
Thai Beverage
Public
Company
Limited
Investments in subsidiaries as at 31 December 2011 and 2010, and dividend income from those investments for the years then
ended were as follows:
Separate nancial statements
Ownership interest
Paid-up capital
Cost method
Dividend income
2011
2010
(%)
2011
2010
2011
2010
2011
2010
(in million Baht)
100.00
100.00
5,550
5,550
12,500
12,500
78
100.00
100.00
6,600
6,600
12,500
12,500
462
541
100.00
100.00
7,500
7,500
7,500
7,500
90
135
100.00
100.00
900
900
900
900
29
87
Subsidiaries
100.00
100.00
700
700
691
691
10
100.00
100.00
700
700
697
697
11
100.00
100.00
700
700
700
700
48
100.00
100.00
4,000
4,000
4,000
4,000
1,092
968
100.00
100.00
900
900
900
900
52
104
100.00
100.00
800
800
800
800
41
142
100.00
100.00
800
800
800
800
74
158
100.00
100.00
700
700
700
700
52
121
100.00
100.00
5,000
5,000
5,000
5,000
305
395
100.00
100.00
1,800
1,800
1,800
1,800
76
95
100.00
100.00
900
900
888
888
114
124
100.00
100.00
800
800
800
800
62
100.00
100.00
800
800
766
766
27
26
100.00
100.00
1,000
1,000
1,010
1,010
100.00
100.00
10
10
10
10
11
100.00
100.00
10
10
10
10
74
34
100.00
100.00
10
10
10
10
100.00
100.00
10
10
10
10
25
91
100.00
100.00
10
10
10
10
39
19
100.00
100.00
10
10
10
10
83
81
100.00
100.00
10
10
10
10
100.00
100.00
10
10
10
10
25
21
100.00
100.00
10
10
10
10
454
364
100.00
100.00
10
10
10
10
586
681
100.00
100.00
10
10
10
10
102
129
100.00
100.00
10
10
10
10
339
354
100.00
100.00
10
10
10
10
215
212
100.00
100.00
10
10
10
10
319
291
/ 173
/
Financial
Statements
Paid-up capital
Cost method
Dividend income
2011
2010
(%)
2011
2010
2011
2010
2011
2010
(in million Baht)
100.00
100.00
10
10
10
10
460
409
100.00
100.00
10
10
10
10
214
171
100.00
100.00
192
340
Subsidiaries (continued)
100.00
100.00
27
27
382
375
100.00
100.00
204
150
100.00
100.00
25
25
295
209
100.00
100.00
24
24
147
118
100.00
100.00
860
860
864
864
100.00
100.00
200
200
200
200
99.72
99.72
40
40
35
35
103
74
100.00
100.00
32
32
37
28
100.00
100.00
34
34
26
29
100.00
100.00
122
122
84
84
100.00
100.00
300
300
296
296
100.00
100.00
123
123
134
134
136
128
100.00
100.00
1,012
1,012
1,012
1,012
100.00
100.00
300
300
300
300
327
124
100.00
100.00
20
20
24
24
31
29
100.00
100.00
25
25
61
61
15
17
100.00
100.00
16
100.00
100.00
8,006
7,863
8,006
7,863
100.00
100.00
1,667
1,667
4,139
4,139
70
22
100.00
100.00
39
39
100.00
100.00
4,318
4,318
118
119
100.00
100.00
130
130
31
44
100.00
100.00
1,000
1,000
1,015
1,015
89.26
89.26
375
375
6,206
6,206
536
600
100.00
100.00
60
60
60
60
54,449
54,306
80,190
80,047
8,118
8,290
/ 174
Annual Report
2011
Thai Beverage
Public
Company
Limited
2010
(in million Baht)
At 1 January
123
128
252
(231)
11
At 31 December
(16)
149
123
Investments in associates as at 31 December 2011 and 2010, and dividend income from those investments for the years then
ended were as follows:
Ownership
interest
Paid-up
capital
Equity
method
Dividend
income
2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010
(in million Baht)
(%)
Associates
Held by
subsidiaries of
indirect
subsidiaries
Liquorland Limited 49.49 49.49
69
69
18
18
18
18
128
123
84.00 44.00
(7)
(4)
50.02 50.02
75
30
30
21
154
79
56
23
(7)
(4)
49
19
149
123
Inver House
Polska Limited
Inver House
Distribution SA
Petform (Thailand)
Co., Ltd.
Total
25.86
/ 175
/
Financial
Statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
912
912
30
Disposals
(134)
At 31 December
808
912
126
126
130
126
786
786
786
At 31 December 2011
678
Cost
At 1 January
Acquired in business combinations
The Groups investment properties were revalued by the Treasury Department, Ministry of Finance and Thai Property Appraisal Lynn
Phillips Co., Ltd. as at 31 December 2011 at Baht 906.83 million.
Investment properties comprise of a number of commercial properties that are leased to third parties and idle land.
/ 176
/ 177
Disposals
At 31 December 2011
exchange rates
15,200
Disposals
Effect of movements in
46
4,184
11
10,959
Transfers
combinations
Additions
1 January 2011
exchange rates
(2)
Transfers
Effect of movements in
154
10,807
Additions
At 1 January 2010
Cost/ revaluation
Land
1,549
38
15
1,492
(1)
26
1,465
Land
improvement
21,052
87
(87)
836
818
164
19,234
(118)
(22)
1,135
209
18,030
Building,
buildings and
leasehold
improvements
48,948
85
(885)
2,231
2,841
399
44,277
(120)
(192)
486
354
43,749
2,722
12
(18)
19
2,709
(35)
(6)
10
2,740
1,214
(60)
18
46
149
1,059
(1)
(38)
(78)
141
1,035
3,807
(41)
11
472
208
3,150
(1)
(93)
425
2,819
Vehicles
754
(1)
(3,134)
322
2,135
1,431
(6)
95,246
194
(1,092)
46
8,698
3,089
84,311
(284)
(351)
3,311
81,635
Total
(in million Baht)
(1,569)
2,016
990
Assets under
construction
and
installation
/ 178
Disposals
exchange rates
Disposals
Owned assets
At 31 December 2011
Owned assets
1 January 2011
Owned assets
At 1 January 2010
At 31 December 2011
exchange rates
655
655
15,200
15,200
669
10,959
669
731
10,807
10,959
731
894
70
823
(1)
90
734
Land
improvement
10,807
Impairment losses
Effect of movements in
1 January 2011
Effect of movements in
At 1 January 2010
losses
Land
11,319
15
11,304
10,436
10,436
10,069
10,069
9,733
56
(58)
64
873
8,798
(48)
(16)
901
7,961
Building,
buildings and
leasehold
improvements
12,399
12,399
9,760
9,760
12,103
10
12,093
36,549
64
(464)
524
1,908
34,517
(68)
(166)
3,105
31,646
760
760
874
874
1,009
1,009
1,962
(11)
131
1,835
(20)
(4)
128
1,731
395
395
323
323
383
383
819
(54)
135
736
(37)
121
652
1,191
1,191
662
659
325
323
2,616
(38)
160
2,488
(85)
79
2,494
Vehicles
754
754
1,431
1,431
990
990
Assets under
construction
and
installation
42,673
15
42,658
35,114
35,111
36,417
12
36,405
52,573
136
(625)
588
3,277
49,197
(137)
(308)
4,424
45,218
Total
(in million Baht)
Annual Report
2011
Thai Beverage
Public
Company
Limited
Leasehold
improvements
Total
(in million Baht)
Cost
At 1 January 2010
123
18
18
159
Additions
11
Transfers
(16)
Disposals
(1)
(1)
138
18
169
Additions
1 January 2011
18
22
Transfers
(1)
Disposals
At 31 December 2011
(1)
(4)
(5)
13
155
15
186
At 1 January 2010
84
12
96
22
27
Disposals
(1)
(1)
105
15
122
13
16
(4)
Disposals
At 31 December 2011
117
(1)
12
133
(5)
39
18
63
33
47
38
53
/ 179
/
Financial
Statements
The gross amount of the Companys fully depreciated leasehold improvements and equipment that was still in use as at 31 December
2011 amounted to Baht 102 million (2010: Baht 79 million).
17. Goodwill
Consolidated
nancial statements
Note
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
3,203
3,275
4,100
(32)
15
(41)
Cost
At 1 January
Acquired through business combinations
Disposals
Effect of movements in exchange rates
At 31 December
7,318
3,203
154
170
(16)
5
159
154
At 1 January
3,049
3,105
At 31 December
7,159
3,049
Trademarks
Licences
Total
(in million Baht)
108
385
18
511
28
30
(7)
(7)
Cost
At 1 January 2010
Additions
Effect of movements in exchange rates
At 31 December 2010
136
380
18
534
15
21
36
Additions
29
102
131
Disposals
(7)
(8)
(15)
174
485
31
690
At 31 December 2011
/ 180
Annual Report
2011
Thai Beverage
Public
Company
Limited
Trademarks
Licences
Total
(in million Baht)
At 1 January 2010
42
285
329
17
37
55
(2)
(2)
At 31 December 2010
59
320
382
20
13
38
Disposals
(2)
(2)
79
334
419
66
100
16
182
At 31 December 2011
Net book value
At 1 January 2010
At 31 December 2010 and 1 January 2011
78
60
15
153
At 31 December 2011
95
151
25
271
The amortisation of patents and trademarks is allocated to the cost of inventory and is recognised as cost of sales as inventory is
sold; the amortisation of other intangible assets is included in cost of sales. The impairment loss is recognised in cost of sales in the
statement of comprehensive income.
Separate
nancial statements
Computer software
(in million Baht)
Cost
At 1 January 2010
Additions
At 31 December 2010 and 1 January 2011
55
2
57
Additions
Disposals
(4)
At 31 December 2011
55
24
9
33
8
41
31
24
At 31 December 2011
14
/ 181
/
Financial
Statements
269
(7)
262
14
276
56
12
68
12
4
84
213
194
At 31 December 2011
192
/ 182
Annual Report
2011
Thai Beverage
Public
Company
Limited
Separate
nancial statements
Note 31 December
31 December
31 December
31 December
2011
2010
2011
2010
(in million Baht)
341
387
31
(1,299)
(1,081)
(958)
(694)
31
4(h)
313
50
(381)
54
Movements in total deferred tax assets and liabilities during the year were as follows:
Consolidated nancial statements
At 1
January
2011
Acquisition of
subsidiary
At 31
December
2011
(in million Baht)
64
30
100
Investment properties
22
22
Long-term investment
Inventories
299
(20)
45
324
Provisions
12
17
313
10
373
703
Others
11
17
29
89
(73)
13
29
(371)
(2)
811
(422)
458
(373)
852
(511)
341
/ 183
/
Financial
Statements
Acquisition of
subsidiary
At 31
December
2011
(in million Baht)
(1,192)
(40)
(14)
(1,301)
(1)
(7)
Other
25
719
(14)
704
Total
(1,192)
(2,547)
(7)
744
(1,308)
(1,810)
511
(1,299)
Net
(381)
(436)
709
(850)
(958)
Prot or loss
At 31
December
2010
(in million Baht)
63
64
Investment properties
22
22
Long-term investment
Inventories
297
299
Provisions
12
12
11
Others
Loss carry forward
157
(68)
89
Total
560
(62)
498
(111)
387
(1,192)
(1,192)
Total
(1,192)
(1,192)
111
(1,081)
Net
/ 184
(632)
(62)
(694)
Annual Report
2011
Thai Beverage
Public
Company
Limited
At 31
December
2011
(in million Baht)
50
(11)
41
(19)
(15)
54
(16)
(7)
31
At 31
December
2010
(in million Baht)
Prot or loss
Total
Separate
nancial statements
Note
2011
2010
2011
2010
(in million Baht)
40
1,629
1,679
305
315
218
187
118
119
1,965
1,985
306
315
/ 185
/
Financial
Statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
336
566
39
268
94
4,581
5,600
3,500
5,000
5,227
6,262
3,500
5,000
1,800
2,500
1,200
2,500
8,636
5,938
7,027
8,762
13,336
13,438
11,200
600
11,200
10,528
10,403
11,200
600
21,728
10,403
18,227
9,362
35,064
23,841
Current
Bank overdrafts
Secured
Letter of comfort
Unsecured
Short-term loans from nancial institutions
Letter of comfort
Unsecured
Bank overdrafts and short-term
loans from nancial institutions
Current portion of long-term loans
from nancial institutions
Unsecured
Short-term loans from related parties
Unsecured
Non-current
Long-term loans from nancial
institutions
Unsecured
Long-term loans from related parties
Unsecured
Total
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
7,027
8,762
13,336
13,438
11,200
600
21,728
10,403
Total
18,227
9,362
35,064
23,841
/ 186
Annual Report
2011
Thai Beverage
Public
Company
Limited
No. 1
Amount
(in million Baht)
Fixed
interest rate
(% per annum)
Number of
installments
2,000
4.30
12
No. 2
30 Nov 13
(last installment
to 13 Nov 14
167.40)
Tranche A
1,500
3.00
1,500
14 Nov 14
Tranche B
1,500
3.04
1,500
14 May 15
Tranche C
1,000
3.08
1,000
16 Nov 15
Tranche A
1,000
3.37
1,000
4 Feb 16
Tranche B
1,000
3.43
1,000
4 May 16
Tranche C
1,000
3.35
1,000
4 Aug 16
Tranche D
1,000
3.35
1,000
4 Nov 16
No. 3
Total
10,000
/
Financial
Statements
Interest-bearing liabilities of the Group and the Company as at 31 December 2011 and 2010 were denominated entirely in Thai
Baht and other functional currencies of foreign subsidiaries.
Separate
nancial statements
Note
2011
2010
2011
2010
(in million Baht)
1,438
990
Other parties
3,859
2,767
Total
5,297
3,757
Related parties
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
4,971
3,465
144
225
Euro (EUR)
159
56
23
11
5,297
3,757
Others
Total
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
Accrued expenses
1,520
795
78
75
1,007
459
473
550
267
425
Assets payable
Advanced payments from
customers for purchase of goods
Others
Total
/ 188
489
126
70
3,756
2,355
154
82
Annual Report
2011
Thai Beverage
Public
Company
Limited
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
3,537
2,069
154
82
161
253
58
33
3,756
2,355
154
82
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
83
27
2,250
139
Total
2,368
139
27
2,341
139
Total
2,368
139
Post-employment benet
- provident fund
Current
Short-term provisions
Non-current
/ 189
/
Financial
Statements
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
161
25
161
25
22
(35)
22
(35)
The Group adopted TAS 19 - Employee Benets with effect from 1 January 2011; the effect on the nancial statements is
discussed in note 4(h). As stated in note 4(h), the Group and the Company have opted to record the transitional obligation as at
1 January 2011, totalling Baht 1,044 million for the Group and Baht 167 million for the Company, as an adjustment to retained
earnings as at 1 January 2011.
Compensation plan based on Thai Labour law
The Group and the Company operate a dened benet pension plan based on the requirement of Thai Labour Protection Act B.E. 2541
(1998) to provide retirement benets to employees based on pensionable remuneration and length of service.
The statement of nancial position obligation was determined as follows:
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
2,319
174
22
(35)
2,341
139
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
1,044
167
(18)
(103)
161
25
22
(35)
Acquisition of subsidiary
1,217
2,341
139
/ 190
Annual Report
2011
Thai Beverage
Public
Company
Limited
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
118
17
Interest on obligation
43
161
25
Total
The expense is recognised in the following line items in the statement of comprehensive income:
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
55
24
Selling expenses
33
Administrative expenses
73
161
25
Total
Actuarial (gains) and losses recognised in other comprehensive income
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
22
(35)
At 31 December
22
(35)
Separate
nancial statements
2011
2010
2011
2010
(% per annum)
Discount rate
3.5 - 3.6
4.1
3.6
4.1
5.0 - 6.5
5.0
5.0
5.0
/ 191
/
Financial
Statements
2010
Par value
per share
(in Baht)
Number
Baht
29,000
29,000
29,000
29,000
29,000
29,000
29,000
29,000
25,110
25,110
25,110
25,110
25,110
25,110
25,110
25,110
Number
Baht
(million shares / million Baht)
Authorised
At 1 January
- ordinary shares
At 31 December
- ordinary shares
Issued and paid-up
At 1 January
- ordinary shares
At 31 December
- ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share
at meetings of the Company. In respect of the Companys shares that are held by the Group all rights are suspended until those
shares are reissued.
Share premium
Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of
the par value of the shares issued to a reserve account (share premium). Share premium is not available for dividend distribution.
27. Reserves
Reserves comprise:
Appropriations of prot and/or retained earnings
Legal reserve
Section 116 of the Public Companies Act B.E. 2535 Section 116 requires that a public company shall allocate not less than 5% of its
annual net prot, less any accumulated losses brought forward, to a reserve account (legal reserve), until this account reaches an
amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.
Other components of equity
Currency translation differences
The currency translation differences account within equity comprises all foreign currency differences arising from the translation of
the nancial statements of foreign operations.
Fair value changes in available-for-sale investments
The fair value changes in available-for-sale investments account within equity comprises the cumulative net change in the fair value
of available-for-sale investments until the investments are derecognised or impaired.
/ 192
Annual Report
2011
Thai Beverage
Public
Company
Limited
Valuation surplus
The valuation surplus account within equity comprises the cumulative net change in the valuation of property, plant and equipment
included in the nancial statements at valuation until such property, plant and equipment is sold or otherwise disposed of.
Movements in reserves
Movements in reserves are shown in the statements of changes in equity.
Production and sales of branded spirits products (mostly outside the group);
Production and sales of branded beer products (mostly outside the group);
Production and sales of branded water, soda, ready-to-drink coffee, energy drink, green tea
and fruit juice avour (mostly outside the group); and
Japanese restaurants, bakery shops and distribution of food and beverage (mostly outside
the group)
Geographical segments
Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported directly or
indirectly through foreign subsidiaries to external customers. Certain operating units of subsidiaries are located in foreign countries.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of
customers. Segment assets are based on the geographical location of the assets.
/ 193
/ 194
5,736
13,355
19,091
66,030
228
Total expenses
Finance costs
5,225
57,488
Administrative expenses
85,121
Total income
3,089
334
Other income
Selling expenses
23
84,764
2011
Interest income
2010
11,772
4,936
16,708
60,327
161
5,315
2,594
52,257
77,035
264
76,763
Spirits
(1,031)
(284)
(1,315)
34,378
115
1,921
2,870
29,472
33,063
200
32,855
2011
2010
(1,643)
(740)
(2,383)
36,143
73
2,223
3,146
30,701
33,760
86
33,671
Beer
(447)
(73)
(520)
11,406
105
1,088
1,932
8,281
10,886
18
10,862
2011
369
(108)
261
6,253
21
591
854
4,787
6,514
26
6,487
2010
Non-alcoholic
beverages
107
88
195
3,962
1,015
428
2,512
4,157
30
4,126
2011
17
3,639
2010
161
59
220
3,438
847
408
2,179
3,658
Food
(473)
(23)
(39)
(411)
(473)
(52)
(421)
2011
(99)
530
38
132,186
455
9,226
8,280
97,342
11,984
5,467
17,451
(130) 115,303
(2)
(29)
Total
2010
10,659
4,147
14,806
106,031
259
8,974
6,973
89,825
120,837
352
13
120,472
2011
(130) 132,754
(41)
(1)
(88)
2010
Elimination
/ 195
20
(1)
Amortisation
Impairment losses
equipment
1,427
Depreciation
Gain on disposal of
1,063
18,433
Total liabilities
Capital expenditure
9,080
9,353
Other liabilities
51,604
Total assets
Interest-bearing liabilities
9,950
17,226
24,428
2011
Other assets
and equipment
Property, plant
Inventories
2010
75
45
2,257
1,032
13,555
7,747
5,808
48,216
8,869
17,635
21,712
Spirits
10
1,051
166
5,952
2,201
3,751
19,451
3,576
11,740
4,135
2011
4,331
2010
33
1,615
436
3,374
1,265
2,109
19,083
2,007
12,745
Beer
115
589
11
599
13,550
11,136
6,027
5,109
26,836
11,030
12,821
2,985
2011
11
378
1,561
2,400
1,112
1,288
7,691
2,722
3,969
1,000
2010
Non-alcoholic
beverages
13
204
352
854
567
287
2,001
1,018
885
98
2011
Food
13
175
313
823
666
157
2,043
1,175
765
103
2010
2010
145
588
51
3,281
15,131
36,375
18,148
18,227
99,892
25,574
42,672
31,646
119
67
4,425
3,342
20,152
10,790
9,362
77,033
14,773
35,114
27,146
2011
Total
/
Financial
Statements
Geographical segments
The segment nancial information of the Group based on geographical segments in the consolidated nancial statements for the
years ended 31 December was as follows:
Consolidated nancial statements
Property, plant
and equipment
Income
2011
2010
2011
2010
(in million Baht)
Thailand
127,875
116,946
41,214
33,759
Overseas
4,879
3,891
1,458
1,355
132,754
120,837
42,672
35,114
Total
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
292
119
53
49
45
28
84
Others
340
142
Total
761
342
58
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
Personnel
2,125
1,499
3,022
3,164
Travelling
1,303
945
Transportation
753
559
Commission
206
223
Others
870
583
8,279
6,973
Total
/ 196
Annual Report
2011
Thai Beverage
Public
Company
Limited
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
367
374
Personnel
3,301
3,100
Idle capacity
1,328
1,985
Travelling
212
208
Rental
445
262
575
475
Donation
604
596
695
488
Others
1,906
1,860
11
Total
9,066
8,974
391
394
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
219
234
219
234
Bonus
122
123
122
123
88
58
23
14
432
418
367
374
5,275
4,555
237
211
Bonus
767
758
52
56
492
382
11
10
96
93
1,112
960
90
59
7,742
6,748
395
341
8,174
7,166
762
715
Management
Other employees
Salaries and wages
/ 197
/
Financial
Statements
Separate nancial
statements
2010
2011
2010
(in million Baht)
124
90,074
82,330
2,468
2,379
387
334
2,154
3,975
24
34
839
2,619
2,183
545
3,301
3,100
375
381
575
475
Rental
445
262
(971)
/ 198
Annual Report
2011
Thai Beverage
Public
Company
Limited
Separate
nancial statements
Note
2011
2010
2011
2010
(in million Baht)
830
728
413
264
312
223
421
264
1,142
951
49
49
470
264
1,191
951
1,191
951
Interest expense:
Related parties
Financial institutions
Others
Total interest expense
Finance costs
Less property, plant and equipment under construction
(15)
Net
455
(5)
259
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
5,027
4,083
247
297
5,031
4,084
255
297
20
17
(6)
(3)
(2)
346
19
73
68
436
62
16
5,467
4,146
271
(2)
295
/ 199
/
Financial
Statements
Before
tax
2011
Tax
(expense)
benet
Net of
tax
292
292
46
340
386
(22)
(16)
Before
tax
2010
Tax
(expense)
Net of
benet
tax
(in million Baht)
363
363
318
709
1,027
(592)
(592)
(592)
(592)
Before
tax
2011
Tax
(expense)
benet
Net of
tax
Before
tax
2010
Tax
(expense)
Net of
benet
tax
(in million Baht)
35
(7)
28
Total
35
(7)
28
2011
(in million
Baht)
Rate
(%)
2010
(in million
Baht)
11,984
10,659
5,467
4,146
17,451
14,805
30.00
5,235
30.00
346
4,442
-
31
(66)
(189)
(231)
70
(5)
(12)
(25)
13
4
31.33
5,467
28.00
4,146
Annual Report
2011
Thai Beverage
Public
Company
Limited
30.00
(in million
Baht)
Rate
(%)
(in million
Baht)
8,928
271
295
8,830
9,223
2,649
30.00
2,767
-
(2,435)
2010
8,559
19
Total
2011
(2,487)
30
15
271
3.20
295
/ 201
/
Financial
Statements
(b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the income is
rst derived from such operations; and
(c) exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period of eight
years.
As promoted companies, the aforementioned subsidiaries must comply with certain terms and conditions prescribed in the
promotional certicates.
Summary of revenue from promoted and non-promoted businesses:
Consolidated
nancial statements
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
4,796
4,057
Non-promoted businesses
127,390
116,414
Total income
132,186
120,471
Promoted businesses
/ 202
Annual Report
2011
Thai Beverage
Public
Company
Limited
Separate
nancial statements
2011
2010
2011
2010
(in million Baht / million shares)
12,042
10,550
8,559
8,928
25,110
25,110
25,110
25,110
0.48
0.42
0.34
0.36
38. Dividends
At the meeting of the Board of Directors held on 11 August 2011, the directors adopted a resolution to approve the interim dividend
payment for the year 2011 of 25,110 million ordinary shares at Baht 0.15 per share, totalling Baht 3,766 million. The interim
dividend was paid to shareholders on 8 September 2011.
At the annual general meeting of the shareholders of the Company held on 29 April 2011, the shareholders approved the appropriation
of dividend of Baht 0.35 per share, amounting to Baht 8,788 million. On 8 September 2010, the interim dividend of Baht 0.15 per
share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.20 per share, totalling Baht 5,022 million, was paid
on 26 May 2011.
At the annual general meeting of the shareholders of the Company held on 29 April 2010, the shareholders approved the
appropriation of dividend of Baht 0.33 per share, amounting to Baht 8,286 million. On 10 September 2009, the interim dividend of
Baht 0.15 per share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.18 per share, totalling Baht 4,520
million, was paid on 26 May 2010.
/ 203
/
Financial
Statements
Capital management
The Board of Directors policy is to maintain a strong capital base so as to maintain investor, creditor and market condence and to
sustain future development of the business. The Board monitors the return on capital, which the Group denes as result from
operating activities divided by total shareholders equity, excluding non-controlling interests and also monitors the level of dividends
to ordinary shareholders.
Interest rate risk
Interest rate risk is the risk that future movements in market interest rates will affect the results of the Groups operations and its
cash ows because loan interest rates are mainly xed. The Group is primarily exposed to interest rate risk from its borrowings
(Note 22). The Group mitigates this risk by ensuring that the majority of its borrowings are at xed interest rates.
The effective interest rates of loans receivable as at 31 December and the periods in which the loans receivable mature or re-price
were as follows:
Effective
interest
rate
(% per annum)
2011
Current
Loans receivable - Related parties
5.00
14,753
14,753
5.00
635
635
14,753
635
15,388
5.00
1,977
1,977
5.00
2,499
2,499
1,977
2,499
4,476
Non-current
Loans receivable - Related parties
Total
2010
Current
Loans receivable - Related parties
Non-current
Loans receivable - Related parties
Total
The effective interest rates of interest-bearing nancial liabilities as at 31 December and the periods in which those liabilities mature
or re-price were as follows:
/ 204
Annual Report
2011
Thai Beverage
Public
Company
Limited
Effective
interest
rate
(% per annum)
2011
Current
Bank overdrafts
2.46
378
378
3.41
4,849
4,849
3.69
1,800
1,800
Non-current
Loans payable - Financial institutions
3.49
Total
11,200
11,200
7,027
11,200
18,227
568
568
2010
Current
Bank overdrafts
2.52
1.93
5,694
5,694
2.11
2,500
2,500
Non-current
Loans payable - Financial institutions
2.92
Total
600
600
8,762
600
9,362
Effective
interest
rate
(% per annum)
2011
Current
Loans payable - Financial institutions
3.45
3,500
3,500
4.07
1,200
1,200
5.00
8,636
8,636
3.49
11,200
11,200
5.00
Non-current
Total
10,528
10,528
13,336
21,728
35,064
5,000
5,000
2010
Current
Loans payable - Financial institutions
1.91
2.11
2,500
2,500
5.00
5,955
5,955
5.00
10,403
10,403
13,455
10,403
23,858
Non-current
Loans payable - Related parties
Total
/ 205
/
Financial
Statements
Separate
nancial statements
Note
2011
2010
2011
2010
(in million Baht)
28
10
12
Other receivables
(12)
(7)
Other payables
(27)
(9)
(1)
(18)
16
(1)
(95)
(707)
(749)
(2)
(4)
(822)
(737)
(1)
499
652
(323)
(85)
(1)
10
23
(159)
(56)
(30)
(21)
(186)
(77)
(691)
(813)
(645)
(718)
(1,522)
(1,608)
1,352
Other payables
Gross exposure
Forwards to buy foreign currency
Net exposure
/ 206
633
(889)
(256)
Annual Report
2011
Thai Beverage
Public
Company
Limited
Consolidated
nancial statements
Note
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
(221)
(10)
(4)
(1)
(1)
(229)
(4)
(119)
(52)
Other payables
Gross balance sheet exposure
Estimated forecast purchase of goods
(59)
Gross exposure
(288)
59
Net exposure
(3)
(178)
177
(229)
(1)
(144)
(225)
(144)
(225)
Australia Dollars
Trade accounts payable
23
(868)
(1,094)
(1,012)
(1,319)
782
773
(230)
(546)
215
273
215
273
(161)
(253)
(161)
(253)
(8)
(79)
(169)
(332)
160
203
(129)
Gross exposure
Japanese Yen
Other payables
Gross balance sheet exposure
24
(9)
(2)
(1)
(2)
(1)
Net exposure
(2)
(1)
/ 207
/
Financial
Statements
Credit risk
Credit risk is the potential nancial loss resulting from the failure of a customer or counterparty to settle its nancial and contractual
obligations to the Group as and when they fall due.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are
performed on all customers requiring credit over a certain amount. At the reporting date there were no signicant concentrations of
credit risk. The maximum exposure to credit risk is represented by the carrying amount of each nancial asset in the balance sheet.
However, due to the large number of parties comprising the Groups customer base, management does not anticipate material losses
from its debt collection.
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to nance
the Groups operations and to mitigate the effects of uctuations in cash ows.
Determination of fair values
A number of the Groups accounting policies and disclosures require the determination of fair value, for both nancial and nonnancial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arms length transaction. Fair values have been determined for measurement and/or disclosure
purposes based on the following methods. When applicable, further information about the assumptions made in determining fair
values in disclosed in the notes specic to that asset or liability.
The fair value of trade and other short-term receivables and loans to and other receivables from related parties is taken to
approximate the carrying value.
The fair value of other long-term investments is taken to approximate the carrying value. Interest rates of investment in government
bonds are xed.
The fair value of trade accounts payable, loans from related parties and other payable, other payables from related parties, and
other current liabilities is taken to approximate the carrying value.
The fair value of loans is taken to approximate the carrying value. The loans are bearing interest at rates closed to current market rate.
The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not
available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward
price at the reporting date for the residual maturity of the contract using a risk-free interest rate (based on government bonds).
/ 208
Annual Report
2011
Thai Beverage
Public
Company
Limited
Consolidated
nancial statements
2011
2010
(in million)
2011
2010
(in million Baht)
Singapore Dollars
0.70
17
0.04
19
Currency forwards
Assets
Total
Liabilities
Euro
15
34
636
1,348
17
183
788
Australia Dollars
24
25
769
753
16
22
504
658
387
542
159
201
2,251
3,748
Japanese Yen
Total
Separate
nancial statements
2011
2010
2011
2010
(in million Baht)
86
131
319
251
907
14
482
1,226
365
348
342
300
10
11
After ve years
113
19
Total
820
667
16
17
Capital commitments
Contracted but not provided for:
Land
Computer software
Total
Non-cancellable operating lease commitments
/ 209
/
Financial
Statements
Consolidated
nancial statements
2011
2010
Separate
nancial statements
2011
2010
(in million Baht)
3,831
Other commitments
Forward contracts to buy foreign currencies
Forward contracts to sell foreign currencies
2,226
(19)
2,365
2,777
Specialist agreements
1,316
1,386
222
234
219
801
Service agreements
525
560
270
327
195
191
Bank guarantees
296
191
34
37
7,397
10,067
264
277
Other agreements
Total
Annual Report
2011
Thai Beverage
Public
Company
Limited
/ 211
/
Financial
Statements
/ 212
Annual Report
2011
Thai Beverage
Public
Company
Limited
Before
reclass.
2010
Consolidated
nancial statements
Reclass.
After
reclass.
Before
reclass.
294
294
1,677
19
2,355
2,355
(2,355)
1,104
144
Separate
nancial statements
Reclass.
After
reclass.
(in million Baht)
12
12
(12)
82
82
(82)
62
1,971
3,459
(294)
Statement of income
Revenue from sale of goods
Other Income
Cost of sales of goods
Cost of rendering of services
Selling expenses
Administrative expenses
121,361
(889)
120,472
351
(9)
342
88,097
1,728
89,825
1,014
(78)
936
7,287
(314)
6,973
10,949
(1,974)
8,975
316
78
394
338
(338)
Management benet
expenses
The reclassications have been made because, in the opinion of management, the new classication is more appropriate to the
Groups business.
/ 213
/
Interested Persons
Transactions Report
Baht 000
Baht 000
2,545.51
34,422.37
101,337.44
4,072.43
7,858.04
92,243.17
4,887.56
3,447.89
1,031,809.03
10
5,907.97
Other income
10,724.69
130,772.37
3,881.71
133,699.50
4,850.65
Cost of sales
327,134.84
22,162.90
13,068.56
9,040.88
7,021.60
1,097,960.97
2,855,142.46
107,497.60
5,392.96
10
23,922.05
11
15,816.00
12
2,789.57
13
3,596.40
14
4,565,906.65
15
1,449,438.30
16
Other
6,520.18
/ 214
Annual Report
2011
Thai Beverage
Public
Company
Limited
Selling expenses
5
6
Baht 000
Baht 000
10,530.94
11,216.64
5,334.02
10,080.00
2,973.95
3,146.40
Administrative expenses
4,789.50
(5,820.88)
141,702.25
64,185.46
10,808.37
21,893.08
8,636.10
3,605.05
45,253.87
10
2,988.66
11
4,284.75
12
13
14
11,215.69
18,675.12
5,161.00
15
5,473.69
16
34,070.19
17
7,031.57
18
3,464.35
19
24,007.50
20
6,114.66
Purchase of assets
13,500.00
10,282.88
3,710.00
/
Interested Persons
Transactions Report
Appendix
Proposed Amendment to and Renewal of Shareholders Mandate for Interested Person Transactions
1. Background
The Board of Directors of Thai Beverage Public Company Limited (the Company) refer to (a) the Notice of Annual General Meeting
of the Company dated April 10, 2012 (the Notice), accompanying the 2011 Annual Report, convening the Annual General Meeting
(AGM) of the Company to be held on April 27, 2012, and (b) Resolution No. 9 set out in the Notice.
2. Denitions
The following denitions, or such other denition as the SGX-ST may from time to time determine, shall apply throughout this
Appendix (including the Schedules attached hereto), unless the context otherwise requires:
approved exchange
A stock exchange that has rules which safeguard the interests of shareholders against interested person
transactions according to similar principles to Chapter 9 of the Listing Manual
associate
(a) In relation to any director, chief executive ofcer, substantial shareholder or controlling shareholder
(being an individual):
(i)
his immediate family member (that is, the persons spouse, child, adopted child, step-child,
sibling and parent);
(ii) the trustees of any trust of which he or his immediate family is a beneciary or, in the case of a
discretionary trust, is a discretionary object; and
(iii) any company in which he and his immediate family together (directly or indirectly) have an
interest of 30% or more; and
(b) in relation to a substantial shareholder or controlling shareholder (being a company), any other
company which is its subsidiary or holding company or is a subsidiary of such holding company or
one in the equity of which it and/or such other company or companies taken together (directly or
indirectly) have an interest of 30% or more
control
The capacity to dominate decision-making, directly or indirectly, in relation to the nancial and
operating policies of a company
controlling shareholder
A person who:
(a) holds directly or indirectly 15% or more of the total number of issued shares (excluding treasury
shares) in the company. The SGX-ST may determine that a person who satises this paragraph is
not a controlling shareholder; or
(b) in fact exercises Control over the company
Director
Interested Person
Transactions
interested persons
A director, chief executive ofcer or controlling shareholder of the Company or an associate of any such
director, chief executive ofcer or controlling shareholder.
Listing Manual
/ 216
Annual Report
2011
Thai Beverage
Public
Company
Limited
Shareholders Mandate
The general mandate previously approved by Shareholders and for which renewal is now being sought
to permit the Company and its subsidiaries, to enter into certain types of recurrent transactions of a
revenue or trading nature or those necessary for day-to-day operations with specied classes of the
Companys interested persons
SGX-ST
subsidiary
A company in which shares of an amount exceeding 50% of its paid up capital are held directly or
indirectly by a company
3. Shareholders Mandate
Pursuant to the Companys Prospectus dated May 19, 2006 (the Prospectus), approval of the Shareholders was deemed obtained
for a shareholders mandate to enable the Company and its subsidiaries which are considered to be entities at risk within the meaning
of Rule 904(2) of the Listing Manual, in their ordinary course of businesses, to enter into categories of Interested Person Transactions
with specied classes of the Companys interested persons, provided that such transactions are entered into on an arms length basis
and on normal commercial terms. The details of the Interested Person Transactions and shareholders mandate were disclosed in
pages 124 to 148 of the Prospectus. The said shareholders mandate was updated at the AGM held on April 20, 2007, April 28, 2008,
April 29, 2009, April 29, 2010, and April 29, 2011 in the manner set out on pages 180 to 188, pages 201 to 212, pages 209 to
220, pages 199 to 213 and pages 203 to 213 of the Companys annual reports for the nancial year ended December 31, 2006,
2007, 2008, 2009 and 2010, respectively (the Shareholders Mandate).
4.1 The Company is proposing certain amendments to the classes of Mandated Interested Persons (as dened in the Shareholders
Mandate):
(a) The classes of Mandated Interested Persons will be expanded to include (i) direct and indirect subsidiaries of, and (ii)
companies and/or juristic persons under the control of, interested persons set out in Schedule 2 to the Appendix.
Transactions with Mandated Interested Persons are entered into by the Group in its ordinary course of business and are
recurring transactions which occur with some degree of frequency and arise at any time or from time to time. In view of the
time-sensitive and frequent nature of such Interested Person Transactions, the Company proposes to expand the classes of
Mandated Interested Persons to include (i) direct and indirect subsidiaries of, and (ii) companies and/or juristic persons under
the control of, interested persons set out in Schedule 2 to the Appendix, as Mandated Interested Persons. This would thus
eliminate the need to convene separate general meetings to seek Shareholders approval when there is a potential Interested
Person Transaction that is a Mandated Transaction (as dened below) with an interested person that is a subsidiary or company
under the control of an existing Mandated Interested Person, provided that all such transactions are carried out on normal
commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders.
(b) The list of interested persons in Schedule 2 to the Appendix will be expanded to include Thai Malaya Glass Co., Ltd.
(Thai Malaya Glass).
The Companys wholly-owned subsidiary, Thai Beverage Recycle Co., Ltd. (Thai Beverage Recycle), Berli Jucker Public
Company Limited (Berli Jucker PCL), one of the Mandated Interested Persons and Thai Malaya Glass (a wholly-owned
subsidiary of Berli Jucker PCL) had entered into a memorandum on September 26, 2011, which was approved by the Board of
Directors and the Audit Committee (the Memorandum) to the Glass Bottle Purchase Agreement dated December 23, 2009
entered into between Thai Beverage Recycle and Berli Jucker PCL (the Glass Bottle Purchase Agreement).
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Interested Persons
Transactions Report
The description of the Glass Bottle Purchase Agreement in paragraph (1)(c) of the section entitled Review Procedures and
Threshold Limits of the Shareholders Mandate will also be amended accordingly to include reference to the Memorandum.
Under the Memorandum, Thai Malaya Glass which engages in the production of glass bottles and containers, was included as
one of the sellers of new glass bottles to Thai Beverage Recycle. Thai Malaya Glass is a wholly-owned subsidiary of Berli
Jucker PCL and Mr. Charoen Sirivadhanabhakdi, our Chairman and controlling shareholder, and his spouse, Khunying Wanna
Sirivadhanabhakdi, our Vice Chairman and controlling shareholder, are the ultimate shareholders of Thai Malaya Glass. Thai
Malaya Glass is accordingly considered to be an interested person pursuant to the Listing Manual as it is an associate of a
director and controlling shareholder of the Company. As Thai Malaya Glass is not currently included in the list of interested
persons in Schedule 2 to the Appendix, the Company proposes that Thai Malaya Glass be included in the list of interested
persons in Schedule 2 to the Appendix, as going forward, the Company expects to increase the purchase of glass bottles from
Thai Malaya Glass for the following reasons:
(i)
Thai Malaya Glass is able to supply a variety of glass bottles for the Groups spirits, beer and non-alcoholic beverage
businesses;
(ii) this enables the Group to diversify its procurement sources and thus ensures a continuity of glass bottle supply for
the Groups spirits, beer and non-alcoholic beverage businesses; and
(iii) in relation to purchases of glass bottles for the Groups breweries, the cost of transportation of the glass bottles is
reduced as Thai Malaya Glass factory is located relatively near to the Groups breweries.
4.2 The Company is also proposing to include a denition of Group to be used in and for the purposes of the Shareholders
Mandate. This is to clarify that the Shareholders Mandate will apply to transactions between entities at risk as dened in
Rule 904(2) of the Listing Manual and Mandated Interested Persons as the proposed denition of Group in the Shareholders
Mandate will be consistent with the denition of entities at risk as dened in Rule 904(2) of the Listing Manual. The
denition of entities at risk in the Shareholders Mandate will be deleted and a denition of THBEV Group will be included
as consequential editorial amendments.
The proposed amendments to the Shareholders Mandate are set out in Schedule 1 to the Appendix and are underlined or
struck out (as applicable) for Shareholders ease of reference.
5.1 Details of the Shareholders Mandate, including the rationale for, and the benets to, the Company, the review procedures
for determining transaction prices with interested person and other general information relating to Chapter 9 of the Listing
Manual, are set out in the Schedule 1 to this Appendix.
5.2 Other than the abovementioned amendments to the classes of Mandated Interested Persons as set out in paragraph 4 above,
the other sections of the Shareholders Mandate, including the Mandated Transactions and the review procedures for Interested
Person Transactions in respect of which the Shareholders Mandate is sought to be renewed remain unchanged and are set out
in Schedule 1 to the Appendix. Hence the scope of the Shareholders Mandate should be read subject to the proposed
amendments.
/ 218
Annual Report
2011
Thai Beverage
Public
Company
Limited
5.3 The Shareholders Mandate was expressed to take effect until the conclusion of the subsequent AGM. Accordingly, the Directors
propose that the Shareholders Mandate as amended be renewed at the forthcoming AGM on April 27, 2012, to take effect until
the next AGM of the Company. Approval from Shareholders will be sought for the renewal of the Shareholders Mandate at the
next AGM and at each subsequent annual general meeting of the Company, subject to satisfactory review by the Audit Committee
of its continued application to transactions with interested persons.
6.1 SAC Capital Private Limited (SAC Capital) has been appointed the independent nancial adviser in relation to the Shareholders
Mandate.
6.2 Having considered, inter alia, the rationale for the Shareholders Mandate, the review procedures of the Company in relation to
the Shareholders Mandate and the role of the Audit Committee in enforcing the Shareholders Mandate, SAC Capital is of the
opinion that the review procedures established by the Company for determining the transaction prices of the Interested Person
Transactions as set out under the Shareholders Mandate in Schedule 1 to the Appendix, if adhered to, are sufcient to ensure
that the Interested Person Transactions will be carried out on normal commercial terms and will not be prejudicial to the
interests of the Company and its minority Shareholders.
6.3 The letter from SAC Capital to the Independent Directors dated April 10, 2012 is reproduced and attached in Schedule 3 to the
Appendix.
The Audit Committee has reviewed the terms of the Shareholders Mandate as proposed to be amended and conrms that the review
procedures established by the Company for determining the transaction prices of the Interested Person Transactions as set out under
the Shareholders Mandate in Schedule 1 to the Appendix, if adhered to, are sufcient to ensure that the transactions will be carried
out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.
If, during the periodic reviews by the Audit Committee, it is of the view that the established review procedures referred to in
Schedule 1 to this Appendix are no longer appropriate or adequate to ensure that the Interested Person Transactions will be transacted
on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders, the Company will
seek a fresh mandate from Shareholders based on new review procedures.
The interests of the directors and substantial shareholders of the Company in the issued shares in the capital of the Company as at
January 21, 2012 and March 12, 2012 respectively can be found in the Annual Report in respect of the nancial year ended
December 31, 2011 to be, or which has been, distributed to Shareholders.
Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi who are Directors and controlling shareholders of the Company
and, Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company and their respective
associates will abstain from voting on Resolution No. 9 being the Ordinary Resolution relating to the proposed amendment to and renewal
of the Shareholders Mandate in respect of their shareholdings in the Company, if any, at the 2012 AGM. Such interested persons
will also not accept appointment as proxies for any Shareholder to vote on the said resolution unless specic voting instructions
have been given by the Shareholder as to how he wants his votes to be cast in respect of the said resolution.
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Interested Persons
Transactions Report
The Directors who are considered independent for the purposes of the proposed amendment to and renewal of the Shareholders
Mandate are Mr. Komen Tantiwiwatthanaphan, Mr. Narong Srisa-an, Ms. Kanoknart Rangsithienchai, Mr. Sawat Sopa,
Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Vivat Tejapaibul, Mr. Puchchong Chandhanakij,
Gen. Dr. Choo-Chat Kambhu Na Ayudhya, Prof. Pornchai Matangkasombut, Mr. Michael Lau Hwai Keong, Mr. Sakthip Krairiksh,
Prof. Kanung Luchai, Mr. Manu Leopairote and Mr. Ng Tat Pun (the Independent Directors). The Independent Directors are of
the opinion that the entry into the Mandated Transactions described in Schedule 1 to this Appendix and with the Mandated
Interested Persons is in the ordinary course of its business will enhance the efciency of the Group and are in the best interests
of the Company.
For the reasons set out in Schedule 1 to this Appendix, the Independent Directors recommend that Shareholders vote in favour of
Resolution No. 9, being the Ordinary Resolution relating to the proposed amendment to and renewal of the Shareholders Mandate at
the 2012 AGM.
The Directors collectively and individually accept responsibility for the accuracy of the information given in the Appendix and conrm
after making all reasonable enquiries that, to the best of their knowledge and belief, the Appendix constitutes full and true disclosure
of all material facts about the proposed amendment to and renewal of the Shareholders Mandate, the Company and its subsidiaries
and the Directors are not aware of any facts the omission of which would make any statement in the Appendix misleading. Where
information in the Appendix has been extracted from published or otherwise publicly available sources or obtained from a named source,
the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from
those sources and/or reproduced in the circular in its proper form and context.
12. Consent
SAC Capital has given and has not withdrawn its written consent to the issue of this Appendix with the inclusion of its name, its letter
to the Independent Directors dated April 10, 2012 and all references thereto, in the form and context in which they appear in the
Appendix.
Shareholders other than those who hold their shares in the Company through the CDP who are unable to attend the 2012 AGM and
wish to appoint a proxy to attend and vote at the 2012 AGM on their behalf, will nd, attached to the invitation to the 2012 AGM,
a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as
possible and, in any event, (i) so as to arrive at the registered ofce of the Company at Sangsom Building, 14 Vibhavadi Rangsit Road,
Chomphon Sub-district, Chatuchak District, Bangkok 10900, Thailand, for the attention of the Company Secretary, not later than
24 hours before the time xed for the 2012 AGM or (ii) at the venue of the 2012 AGM before the AGM commences. The sending of
a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the AGM if he nds that he is able to do so.
Shareholders with securities accounts maintained with CDP will nd, attached to the Invitation to the 2012 AGM, a Voting Instructions
Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible
and, in any event so as to arrive at CDP within 7 days before the time xed for the 2012 AGM.
/ 220
Annual Report
2011
Thai Beverage
Public
Company
Limited
The following documents are available for inspection at the registered ofce of the Company at Sangsom Building, 14 Vibhavadi
Rangsit Road, Chomphon Sub-district, Chatuchak District, Bangkok 10900, for the attention of the Company Secretary, during
normal business hours for a period of three months from the date of this Appendix:
(a) the letter from SAC Capital to the Independent Directors dated April 10, 2012; and
(b) the letter of consent from SAC Capital.
15. Others
The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Appendix.
If you are in any doubt as to the contents herein or as to the action you should take, you should consult your stockbroker, bank
manager, solicitor, accountant or other professional adviser immediately.
If you have sold all your ordinary shares in the Company, please forward this document to the purchaser or bank or stockbroker or
agent through whom the sale was effected for onward transmission to the purchaser.
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Interested Persons
Transactions Report
Group means our Company its subsidiaries and associated companies which are considered entities at risk within the meaning
of Rule 904(2) of the Listing Manual; and
/ 222
Annual Report
2011
Thai Beverage
Public
Company
Limited
a subsidiary of our Company that is not listed on the SGX-ST or an approved exchange; or
an associated company of our Company that is not listed on the SGX-ST or an approved exchange, provided that the Group or
the Group and interested persons has control over the associated company.
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/
Interested Persons
Transactions Report
(h) sale to interested persons of molasses and by-products including fertilizer, used bottles, and factory remnants such as aluminium
and glass remnants and scrap paper;
(i)
sale to interested persons of our beer, spirits, water, soda and other products; and
(j)
provision or the obtaining of such other products and/or services which are incidental to or in connection with the provision or
obtaining of products and/or services in sub-paragraphs (a) to (i) above.
/ 224
Annual Report
2011
Thai Beverage
Public
Company
Limited
A chairman
In relation to paragraph (j) above under General Mandate for Interested Person Transactions - Mandated Transactions, the
Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed
transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in
sub-paragraphs (a), (b), (c) and (d) above under General Mandate for Interested Person Transactions - Mandated
Transactions.
(b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party vendors of
similar products and services (taking into account quantum, specications and delivery schedules among others), or if the
product is proprietary in nature), based on the value of the proposed interested person transaction, the corresponding
Relevant Approving Authority as set out above (not being an interested person or his associate) and who does not have
any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the
interested person are fair and reasonable.
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Interested Persons
Transactions Report
(c) Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated December 23, 2009 entered into
between Thai Beverage Recycle Co., Ltd. (former name was Bang-Na Logistic Co., Ltd.) and Berli Jucker Public Company
Limited and the memorandum thereto entered into on September 26, 2011 between Thai Beverage Recycle Co., Ltd. and
Thai Malaya Glass Co., Ltd. (the Glass Bottle Purchase Agreement) will be covered under the Shareholders Mandate,
provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any adjustment
authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or extension of tenure of
the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and the Audit Committee.
(2) Other Interested Person Transactions of a recurring nature
(a) We intend to conduct other interested person transactions not covered by paragraph (1) above which are of a recurring
nature and that occur in the ordinary course of business of our Group. These transactions are necessary for the day-to-day
operations of our Group and include the sale of products and provisions of services to interested persons and lease or sub-lease
of property to or from interested persons and the Mandated Transactions with Mandated Interested Persons referred to in
paragraphs (e), (f), (g), (h), (i) and (j) under General Mandate for Interested Person Transactions - Mandated Transactions
above. We intend to conduct these transactions at the prevailing market rates or prices of the product or service to be
provided, and at prevailing market rentals for leases and sub-leases of property, on terms no more favorable to the interested
person than the usual commercial terms extended to or, where applicable, by unrelated third parties (including, where
applicable, preferential rates, discounts to favored customers or for bulk purchases) or otherwise in accordance with
applicable industry norms, provided that:
(i)
in relation to the sale of products and provision of services which are not contemporaneously in time as the proposed
interested person transaction being sold or provided to an unrelated third party, quotes from at least two other
suppliers who are unrelated third parties not being the relevant interested person or his associates of similar products
or services will be obtained; and
(ii) in relation to the lease or sub-lease of property, we are required to obtain enquiries with at least two landlords and/or
tenants who are unrelated third parties not being the relevant interested person or his associates of similarly sized and
located properties put to similar use.
In addition, each Interested Person Transaction entered into by our Group will be monitored as an individual transaction and
based on the value of the transaction, will require the prior approval of the corresponding Relevant Approving Authority who
is a Director or management employee of the Group (not being an interested person or his associate) and who does not have
any interests, whether direct or indirect, in relation to the transactions as follows:
Approval Limits
/ 226
A chairman
Annual Report
2011
Thai Beverage
Public
Company
Limited
In relation to paragraph (j) above under General Mandate for Interested Person Transactions - Mandated Transactions,
the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the
proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services
in sub-paragraphs (e), (f), (g), (h) and (i) above under General Mandate for Interested Person Transactions - Mandated
Transactions.
(b) Where the prevailing market rates or prices are not available, whether due to the nature of products to be sold or services
to be provided, the unavailability or impracticality of obtaining quotes from third party sources or otherwise, our Groups
pricing for these products and services will be determined in accordance with the Groups usual business practices and
pricing policies, consistent with the usual margin our Group will obtain for the same or substantially similar type of
transaction with unrelated third parties. In determining the transaction price payable by Mandated Interested Persons for
these products or services, factors such as, but not limited to, quantity, volume, consumption, customer requirements,
specications, duration of contract and strategic purposes of the transaction will be taken into account. In relation to leases
and sub-leases of property, where prevailing market rentals are not available, whether due to the unavailability or
impracticality of obtaining rental comparisons or otherwise, rental will be determined according to the Groups usual
business practices and policies. In addition, based on the value of the proposed interested person transaction, the
corresponding Relevant Approving Authority as set out in paragraph (a) above (not being an interested person or his
associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the
price and terms offered by the interested person are fair and reasonable.
(3) Non-recurring interested person transactions
We may from time to time also conduct interested person transactions not covered by paragraphs (1) and (2) above and which
do not form part of the Shareholders Mandate. These transactions are not of a recurring nature or occur outside the ordinary
course of business of our Group or which may not be necessary for the day-to-day operations of our Group and include the
purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations. We intend to conduct
such transactions in accordance with the SGX-ST Listing Manual, including the threshold, approval and other requirements under
paragraphs 905 and 906 of the SGX-ST Listing Manual. In addition, we will monitor each transaction on an individual basis,
and each transaction will require the prior approval of the corresponding Relevant Approving Authority below who is a Director
or management employee of the Group (not being an interested person or his associate) and who does not have any interests,
whether direct or indirect, in relation to the transaction. The Relevant Approving Authority will also review the transaction to
ensure that they are carried out on normal commercial terms and not prejudicial to the interests of our Company and minority
Shareholders:
Approval Limits
A chairman
/ 227
/
Interested Persons
Transactions Report
In the event that these interested person transactions require the approval of our Shareholders, additional information may be
required to be presented to Shareholders and an independent nancial adviser may be appointed for an opinion.
Other Review Procedures
Our Audit Committee led by the Lead Independent Director for IPTs will also review all interested person transactions including,
Mandated Transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing
Manual) are complied with.
Our Group has also implemented the following procedures for the identication of interested person transactions (including Mandated
Transactions) and interested persons (including Mandated Interested Persons) and the recording of all our interested person transactions:
(a) our Group Chief Financial Ofcer will maintain a register of all transactions carried out with interested persons, including the
Mandated Interested Persons (and the basis, including the quotations obtained to support such basis, on which these
transactions are entered into), whether mandated or non-mandated; and
(b) on a quarterly basis, our Group Chief Financial Ofcer will submit a report to our Audit Committee of all recorded interested
person transactions, and the basis of all recorded interested person transactions, entered into by our Group. Our Companys
annual internal audit plan will incorporate a review of all interested person transactions, including the established review procedures
for the monitoring of the interested person transactions including Mandated Transactions, entered into or existing interested
person transactions that are renewed or revised during the current nancial year, pursuant to the Shareholders Mandate.
In addition, our Audit Committee led by the Lead Independent Director for IPTs will review, on a quarterly basis, internal controls and
review procedures for interested person transactions to determine if they are adequate and/or commercially practicable in ensuring
that the transactions between our Group and interested persons are conducted on normal commercial terms and are not prejudicial to
the interests of our Company and our minority Shareholders. In conjunction with this review, our Audit Committee will also ascertain
whether we have complied with the established review procedures. Further, if during these periodic reviews by our Audit Committee,
our Audit Committee is of the view that the internal controls and review procedures for interested person transactions are
inappropriate or not sufcient to ensure that the interested person transactions will be on normal commercial terms and not
prejudicial to the interests of our Company and our minority Shareholders, our Audit Committee will (pursuant to Rule 920(1)(b)(iv)
and (vii) of the Listing Manual) revert to our Shareholders for a new Shareholders Mandate based on new internal controls and review
procedures for transactions with the Mandated Interested Persons. During the period prior to obtaining a new mandate from
Shareholders, all transactions with interested persons will be subject to prior review and approval by the Audit Committee.
For the purposes of the above review of the internal controls and review procedures, any member of our Audit Committee who is not
considered independent will abstain from participating in the Audit Committees review of the internal controls and review procedures.
Our Audit Committee will have overall responsibility for determining the review procedures with the authority to delegate to
individuals or committees within our Group as they deem appropriate.
/ 228
Annual Report
2011
Thai Beverage
Public
Company
Limited
1.
24.
2.
25.
3.
26.
27.
(1)
4.
5.
28.
6.
29.
7.
30.
8.
31.
9.
32.
10.
33.
11.
34.
12.
35.
13.
36.
14.
37.
15.
38.
16.
39.
17.
40.
18.
41.
19.
42.
20.
43.
21.
44.
22.
45.
23.
Note
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
/ 229
/
Announcements
to SGX in
2011
Report of persons occupying a managerial position who are related to a director, CEO, or substantial shareholder.
Cessation of Mr. Somchai Suthikulpanit from Senior Vice President Non-Alcohol Production in February 2011.
Appointment of Mr. Karn Chitaravimol as Senior Vice President Non-Alcohol Production in February 2011.
Cessation of Mr. Chukiet Tangpongprush from Director and 6th Executive Vice Chairman in August 2011.
4. 4 announcements of acquisitions and realizations of assets and related matters of other companies resulting from
acquisitions by Companys subsidiary; which is, the acquisitions of shares and the result of tender offer report of
Serm Suk Public Company Limited by Thai Beverage Logistics Co., Ltd., and from the incorporation of indirect wholly
owned subsidiary which is International Beverage Trading Limited in Bermuda, as well as the cessation of Inver House
Polska Limited, the indirect subsidiary of International Beverage Holdings Limited.
5. 32 miscellaneous announcements to either conform with the regulations of the SGX or to give information to investors,
involving the details of the internal transfer of equity interest for the purpose of revising the structure of these
subsidiaries, the capital increases of the Companys subsidiaries, the notice of book closure date for determination of
rights of shareholders, the acceptance of the medium term and long-term loans, a summary of business performance
results for each quarter for investors, and report about the Company and its subsidiaries.
/ 230
Annual Report
2011
Thai Beverage
Public
Company
Limited
Business Contact
Company Name
Thai Beverage Public Company Limited
Address
Telephone
Fax
Remark
Factory 1
Factory 2
Factory
Brewery Group
1.
2.
3.
4.
Factory
Factory
Factory
Distillery Group
1.
2.
3.
Factory
Factory
4.
/ 231
/
General Corporate
Information
Business Contact
Company Name
Address
5.
Factory
Factory
6.
Telephone
Fax
Remark
Factory
7.
8.
9.
Factory
Factory
Factory
Factory
Factory
Factory
/ 232
Factory
Factory
Annual Report
2011
Thai Beverage
Public
Company
Limited
Business Contact
Company Name
Address
Telephone
Fax
56 Sukhaphibal Road
Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120
Remark
Factory
Factory
Sales Group
Beer Group
1.
40/53 Moo 3
Talad Bangkhen Sub-District
Laksi District, Bangkok 10210
2.
3.
4.
5.
6.
7.
8.
40/53 Moo 3
Talad Bangkhen Sub-District
Laksi District, Bangkok 10210
2.
3.
/ 233
/
General Corporate
Information
Business Contact
Company Name
Address
Telephone
Fax
4.
5.
6.
7.
8.
2.
3.
4.
5.
Marketing Group
1.
2.
3.
4.
2.
/ 234
Remark
Annual Report
2011
Thai Beverage
Public
Company
Limited
Business Contact
Company Name
Address
Telephone
Fax
3.
4.
5.
6.
7.
8.
9.
Remark
2.
14 Sangsom Building
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
3.
Factory
Factory
2.
9 Ramkhamhaeng Road
Suan Luang Sub-District
Suan Luang District Bangkok 10250
3.
2.
/ 235
/
General Corporate
Information
Business Contact
Company Name
Address
Telephone
Fax
3.
4.
Remark
* Thai Beverage Logistics Co., Ltd. acquired shares of Serm Suk Public Company Limited by a voluntary tender offer which was completed on
October 19, 2011. As a result, Serm Suk Public Company Limited, Serm Suk Holdings Co., Ltd. and Serm Suk Beverage Co., Ltd. were included
as subsidiaries, and Petform (Thailand) Co., Ltd. was included as associate of ThaiBev Group.
Others
1.
02 785 7345
2.
NonTrading
3.
NonTrading
4.
NonTrading
Trademark Group
1.
2.
3.
4.
2.
24 Penjuru Road
#07-01 CWT Commodity Hub
Singapore 609128
3.
4.
/ 236
Dormant
Annual Report
2011
Thai Beverage
Public
Company
Limited
Business Contact
Company Name
Address
Telephone
Fax
5.
6.
7.
8.
9.
Remark
NonTrading
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
/ 237
Legal Advisor
Weerawong, Chinnavat & Peangpanor Ltd.
22nd Floor, Mercury Tower
540 Ploenchit Road
Lumpini, Pathumwan
Bangkok 10330
Compliance Advisor
Allen & Overy LLP
50 Collyer Quay
#09-01 OUE Bayfront
Singapore 049321
/ 238