Audit Committee Report 2009
Total Page:16
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Content 2 Message from Boards Directors 4 Company Information 6 Financial Information 7 Nature of Business 20 Shareholder Structure and Management 36 Board of Directors 38 Organization Chart 40 Project Information 46 Map 47 Market and Competition 55 Real Estate Industry Outlook and Trend 59 Others information 66 Management and Authorized Person of the company 70 Details of Directors 71 Executives’ Remuneration 73 Corporate Governance 82 Reference 83 Connected Transactions with Related Persons 87 Risk Factors 91 Explanation and Analysis of Financial and Operating Results 104 Report of Independent Auditor 105 Balance Sheets 113 Note to Consolidated Financial Statements 149 The Board of directors’ responsibilities 150 Audit committee report 152 Audit Fee Accuracy ANNUAL REPORT 2010 PROPERTY PERFECT 1 Message from Board of Directors “At end-2010, the Company showed consolidated revenue of Bt8.616 billion “from land and house as well as condominium sales, representing a 47% increase from 2009” In 2011, despite negative factors like upward interest trends, which would “ affect consumer Confifif idence and purchasing power, the Board of Directors remains Conf ifident of the bright outlook. Several positive factors remain like the continued economic expansion which would further boost housing demand. On the back of continued financial crisis in the US and Europe, Asia with higher economic growth rates” benefits from higher capital inflows. Thailand was included, reflected through the baht appreciation. Though, political turbulence definitely destroyed the tourism and investment atmosphere. Luckily, the riots happened after the end of incentives - transfer and mortgage registration fees as well as special business tax - on 28 March 2010. Housing transfers in the Greater Bangkok hit a record at 38,800 units in March. Though deduction on transfer and mortgage registration fees was extended to end-June, 2010, such did not help boost the property market in the second quarter. Late 2010, Bank of Thailand issued the loan to value ratio (LTV) measure to keep housing loan activities in check, particularly for property purchases below Bt10 million. Starting from 1 January 2011, financial institutions’ risk weight from condominium loans is 30% if the loan does not exceed 90% of house value, but it is raised to 75% if the loan exceeds 90%. This measure is aimed at reigning speculation in the condominium market, following oversupplies. At end-2010, the Company showed consolidated revenue of Bt8.616 billion from land and house as well as condominium sales, representing a 47% increase from 2009. The consolidated net profit was Bt550 million, up 38% on year. The Board of Directors would ask for shareholders’ approval for dividend payment of Bt0.33 per share. Per earlier notification to shareholders of the Company’s plan to extend its product range to reach a wider scale of consumers, the Company received warm welcome for the new brand, The Villa. Launched in 3 locations the middle of last year, the medium-sized projects featuring 2-storey townhouses at the price of approximately Bt2 million demonstrate advantages over others in terms of quality and designs. This year, at least 2 more projects will be introduced based on the Company’s experience and success, and the size of revenue generated by “The Villa” brand would become more significant. 2 PROPERTY PERFECT ANNUAL REPORT 2010 In condominium segment, for units priced about Bt1 million, the Company offered the I-Condo brand in 3 locations. It was warmly welcomed thanks to the modern style and affordable price. A new project will be launched this year. The Company will this year unveil the first rental condominium under Uniloft brand, near Chiangmai University. The second would be located close to Mahidol University. I-Condo and Uniloft are part of the Company’s new business plan, and the construction works would be accelerated to realise revenue late 2011 or early 2012 at the latest. In 2011, despite negative factors like upward interest trends, oil price-induced inflation, higher construction cost and minimum wages, as well as the Bank of Thailand’s LTV measure which would affect consumer confidence and purchasing power, the Board of Directors remains confident of the bright outlook. Several positive factors remain like the continued economic expansion which would further boost housing demand. The House dissolution for an election will stabilise the political situation. Large developers stand to hold an advantage over small ones due to excess liquidity in the financial market. Last, the more concrete mass transit development plans will offer new potential locations. This convinces us of continued expansion in the property sector from 2010. The Company plans to unveil a total of 14 projects with combined value of Bt16.535 billion. The development portfolio will be then enlarged to encompass 37 projects. To strengthen the Company’s financial position for the expansion, the Board of Directors thus proposes shareholders approve a capital increase. If approved, the right offering would increase the capital base by Bt787.73 million. Combined with 3-year warrants issued to existing shareholders for the exercise prices of Bt393.87 million, the Company would raise a total of Bt1.182 billion, or 20 per cent of registered capital. The new fund will finance new projects to raise the future revenue and profits, which will return to shareholders in the form of dividend. The new shares will also increase the Company’s share trading liquidity. Last, the Board of Directors would like to express gratitude to all supporters who are shareholders, customers, financial institutions, media and business partners who have placed trust in the Company. Plus the executive team and employees’ dedication to develop quality goods and services for maximum customer satisfaction in the past years, this will push the Company towards a stable and sustainable growth. Twatchai Nakata Chainid N. Sirimanee Chairman Chief Executive Officer ANNUAL REPORT 2010 PROPERTY PERFECT 3 Company Information Name : Property Perfect Public Company Limited Head Office 17th Flr. Vorasombat Bldg. 100/1 Rama IX Road, Huaykwang Bangkok 10310 Tel. 0 2245 6640-7 Fax. 0 2247 3328 Type of Business : Real Estate Development, with focus on housing development for sale in Greater Bangkok under brands “Maneerin Lake & Park”, “Perfect Park”, “Perfect Place”, “Perfect Masterpiece”, “The Metro”, “The Villa”, “Metro Park”, “Metro Sky”, “ I Condo” and “ Uniloft” No. of Paid-up Share : 787,724,120 Share (31 December 2010) Par Value : Baht 6 Paid-up Capital : Baht 4,726,344,720 4 PROPERTY PERFECT ANNUAL REPORT 2010 Investment in Other Companies Registered Paid-up Percentage of Name and Address Type of Business Capital (MB) Capital (MB) Investment Estate Perfect Co., Ltd. 1,200 1,200 100.00% Real Estate 17th Flr., Vorasombat Bldg., Development 100/1 Rama IX Road, Huaykwang Bangkok Tel. 0 2245-6640-7 Fax. 0 2645-1976 Bright Development Bangkok Co., Ltd. 17th Flr., Vorasombat Bldg., 500 500 100% Real Estate 100/1 Rama IX Road, Development Huaykwang Bangkok Tel. 0 2245-6640-7 Fax. 0 2645-1976 Centrepoint Shopping Mall Co., Ltd. 500 150.7 100% Real Estate 17th Flr., Vorasombat Bldg., Development 100/1 Rama IX Road, Huaykwang Bangkok Tel. 0 2245-6640-7 Fax. 0 2645-1976 Residence Number Nine Co., Ltd. 1,000 1,000 100% Real Estate 17th Flr., Vorasombat Bldg., Development 100/1 Rama IX Road, Huaykwang Bangkok Tel. 0 2245-6640-7 Fax. 0 2645-1976 Perfect Sport Club Co., Ltd. 1 1 99.98% Manage Fitness 19th Flr., Vongvanich B Bldg., and Clubhouse 100/52 Rama IX Road, Huaykwang, Bangkok Tel. 0 2645-1406-8 Fax. 0 2645-1409 Krungthep Land Plc. 2,230 1,780 20.22% Real Estate 21th Flr., Vorasombat Bldg., Development 100/1 Rama IX Road, Huaykwang, Bangkok Tel. 0 2645-0960-3 Fax. 0 2645-0380 Real Service Co., Ltd. 40 40 19% Home Service 100/9 Soi Ta-it, Rattanathibet Road, Nonthaburi Tel. 0 2594-4001-5 Fax. 0 2594-4021 ANNUAL REPORT 2010 PROPERTY PERFECT 5 Financial Information Property Perfect Plc. Unit : Million Baht Consolidated The Company Only Financial Position 2010 2010 2009 2008 Total Assets 19,729 17,318 13,099 11,525 Project Development Cost and Land for Development 15,616 11,027 9,866 8,670 Total Liabilities 12,555 10,551 6,674 5,203 Shareholders’ Equity 7,174 6,767 6,425 6,322 Operation Results Sales 8,616 7,462 4,846 6,834 Total Revenue 8,704 7,586 4,977 6,935 Gross Margin 2,817 2,434 1,498 2,125 Net Income 550 538 386 798 Financial Ratio Return on Total Revenue 6.32% 7.09% 7.76% 11.51% Return on Equity 7.87% 8.15% 6.06% 13.26% Return on Total Assets 3.22% 3.54% 3.14% 6.80% Current Ratio 2.91 2.21 2.45 4.19 Quick Ratio 0.48 0.41 0.21 0.25 Per Share Data Unit : Baht Net Income per share 0.69 0.68 0.49 1.01 Dividend 0.33 0.33 0.25 0.36 Book value 9.11 8.59 8.16 8.51 6 PROPERTY PERFECT ANNUAL REPORT 2010 Nature of Business Background and Major Milestones Property Perfect Public Company Limited was established on 14 August 1985, by a group of executives of Maneeya Estate, with initial registered capital of Bt3,000,000.In 1993, the company was registered as a public company and listed on the Stock Exchange of Thailand, in the Property Sector. Following the 1997 financial crisis, the company like other local developers suffered dearly. On 19 February 2001, the company was ordered by the Central Bankruptcy Court to fall under business rehabilitation. The rehabilitation plan won the Court’s approval on 2 October 2001.