M-Link Asia Corporation Public Company Limited and Its Subsidiary Companies

Total Page:16

File Type:pdf, Size:1020Kb

M-Link Asia Corporation Public Company Limited and Its Subsidiary Companies

10

M-LINK ASIA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS March 31, 2006 (Unaudited/Limited Review Only) and December 31, 2005 (Audited)

1. General Information 1.1 Basis of preparation of the interim financial statements. These interim consolidated financial statements and the interim financial statements of the company only were prepared according to local generally accepted accounting principles and presented in the set abbreviated format as stipulated under accounting standard No. 41 concerning Interim Financial Statement with additional items in the basic financial statements such as the Balance Sheet, Income Statement, the Changes in Shareholder’s Equity and the Cash Flow Statement and set out in the manner proscribed under the announcement of the Commercial Registration Department concerning “Compulsory Sub-Entries for Financial Statement(2001)” and in order to comply with the announcement of the Securities and Exchange Commission and the Regulations of the Stock Exchange of Thailand. In order to prepare the financial statement to comply with generally accepted accounting standards, the company’s management had to make some estimates and suppositions which may have an effect on the amount shown for revenue, expenses, assets and liabilities and also on the disclosures concerning assets and contingent liabilities, therefore the actual result may differ the estimated amount. These interim financial statements were prepared to provide additional information over the latest previous financial statements therefore they emphasize the latest business information, new events and situations so as not to duplicate information already reported on and so they should be used in conjunction with the latest annual financial statements available. 1.2 Summary of Significant Accounting Policy These interim financial statements were prepared under the same accounting policy and calculation methods as used in the financial statements ending on December 31, 2005. 11

1.3 In preparation of the interim of consolidated financial the company will only take its subsidiary companies which is under the main control of M-link Asia Corporation Public Company Limited into account. The company holds shares in subsidiary companies with the percentage of shareholding as follow: Name of Company Shareholding(%) Goodwill Country Business Type (Negative Goodwill) As of As of As of purchased March 31, December 31, 2006 2005 (Million Baht) Telemax Asia 99.99 99.99 (26.93) Thailand Sales agent for mobile phones Corporation Co., Ltd. and accessories and provide repair service M shop Mobile Co., Ltd. 95.00 95.00 - Thailand Franchises for repair, distribution, agencies and representative services Portalnet Co., Ltd. 99.99 99.99 1.77 Thailand Project tender both in the government and private sectors M Solution Co., Ltd. 99.97 99.97 2.76 Thailand develop and service program computer on mobile producer and mobile server 1.4 These interim of consolidated financial statements were combined transactions of consortium, which the Portalnet Co., Ltd., aggregating in the such consortium, as of March 31, 2006 and December 31, 2005, the Portalnet Co., Ltd., has signed the contract of consortium as follow:

Name Objective Consortium Type Country Consortium SPIES The leasing of an application software for core Operation control with Thailand business operations in accordance with Provincial cooperated Electricity Authority Consortium Project tender with a stated government unit Operation control with Thailand cooperated 1.5 The subsidiary company is under the main control of Portalnet Company Limited into account, which holds shares in subsidiary company with the percentage of shareholding as follow : Name of Company Shareholding(%) Goodwill Country Business Type Negative Goodwill As of As of As of purchased March 31, December 31, 2006 2005 (Million Baht) EDC Square Co., Ltd. 79.94 79.94 - Thailand Development and consultant in the computer 1.6 The interim consolidated financial statements were prepared with the same of standard as used in consolidated financial statement ending on December 31, 2005. 12 2. Inter - Transactions In the financial statements of the company there were significant inter-transactions with its subsidiaries as follows ; 2.1 Inter Income and Expenses THE COMPNY ONLY For the Quarter Ending On March 31, 2006 2005 ’000 Baht ’000 Baht Revenue from Sales, Returned Goods, Trade Discount and Other income Revenue from Sales Telemax Asia Corporation Co.,Ltd. 674,351 529,736 M Shop Mobile Co.,Ltd. 63,026 129,345 Portalnet Co.,Ltd. - 111 M Solution Co.,Ltd. - 411 Total 737,377 659,603 Returned Goods Telemax Asia Corporation Co.,Ltd. (15,295) (2,004) M Shop Mobile Co.,Ltd. (604) (18,755) Total (15,899) (20,759) Trade Discount Telemax Asia Corporation Co.,Ltd. (35,284) (17,776) M Shop Mobile Co.,Ltd. (9,605) (5,735) Total (44,889) (23,511) Other Income Telemax Asia Corporation Co.,Ltd. 1,080 1,102 M Shop Mobile Co.,Ltd. 32 368 Portalnet Co.,Ltd. 480 1,399 M Solution Co.,Ltd. 90 121 Total 1,682 2,990 Purchase and Sales Promotion Expenses Purchase Telemax Asia Corporation Co.,Ltd. 603 17 Total 603 17 Sales Promotion Expenses Telemax Asia Corporation Co.,Ltd. 86 - M Shop Mobile Co.,Ltd. 223 7,993 13

Total 309 7,993 Sales Promotion Service Centre Expenses Telemax Asia Corporation Co.,Ltd. 69 169 Total 69 169

THE COMPNY ONLY For the Years Ending On March 31, 2006 2005 ’000 Baht ’000 Baht Public Relations Expenses M Solution Co.,Ltd. 547 713 Total 547 713 Consulting Expenses M Solution Co.,Ltd. 45 270 M Shop Mobile Co.,Ltd. - 43 Total 45 313 Interest Revenue Portalnet Co.,Ltd. 695 938 Total 695 938 Interest Expenses M Shop Mobile Co.,Ltd. 298 - Total 298 - Profit (Loss) in Inventories at end of Period Telemax Asia Corporation Co.,Ltd. 2,955 775 M Shop Mobile Co.,Ltd. (184) 231 Total 2,771 1,006 14

2.2 Inter Assets and Liabilities THE COMPANY ONLY As of As of March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht Accounts Receivable Telemax Asia Corporation Co.,Ltd. 59,832 130,488 Portalnet Co.,Ltd. - 100 Total 59,832 130,588 (Plus) Post Date Cheque Telemax Asia Corporation Co.,Ltd. - 71 M Shop Mobile Co.,Ltd. - 96 Total - 167 (Less) Credit Note not used Telemax Asia Corporation Co.,Ltd. (2,068) (23,904) Portalnet Co.,Ltd. - (11) Net 57,764 106,840 Other Accounts Receivable Telemax Asia Corporation Co.,Ltd. 136 317 Portalnet Co.,Ltd. 328 183 M Solution Co.,Ltd. 36 73 Total 500 573 Accrued Revenue Telemax Asia Corporation Co.,Ltd. 16 - Total 16 - Accounts payable Telemax Asia Corporation Co.,Ltd. - 301 Total - 301 Other Accounts payable and Note payable Telemax Asia Corporation Co.,Ltd. - 26 M Shop Mobile Co.,Ltd. 114 8,189 M Solution Co.,Ltd. 443 869 Total 557 9,084 Accrued Expenses Telemax Asia Corporation Co.,Ltd. 53 156 M Shop Mobile Co.,Ltd. - 118 15

M Solution Co.,Ltd. 183 4 Total 236 278

THE COMPANY ONLY As of As of March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht Advance Received from Goods M Shop Mobile Co.,Ltd. 868 - Total 868 - Accrued Sales Promotion Expenses M Shop Mobile Co.,Ltd. 8,449 17,471 Total 8,449 17,471

In the company only, for the quarter ended on March 31, 2006, it has movement in long term loans receivable for subsidiary company and short-term loans from subsidiary company as follow: As of During Period As of December 31, 2005 Increased (Decreased) March 31, 2006 ’000 Baht ’000 Baht ’000 Baht ’000 Baht Loans Receivable for Subsidiary Company Portalnet Co.,Ltd. 472,012 62,500 - 534,512 Loans from Subsidiary Company M Shop Mobile Co.,Ltd. 18,000 - (18,000) -

In the company only, for the years ended on December 31, 2005, it has movement in long term loans receivable for subsidiary company and short-term loans from subsidiary company as follow: As of During Period As of December 31, 2004 Increased (Decreased) December 31, 2005 ’000 Baht ’000 Baht ’000 Baht ’000 Baht Loans Receivable for Subsidiary Company Portalnet Co.,Ltd. 788,203 249,149 (565,340) 472,012 Loans from Subsidiary Company M Shop Mobile Co.,Ltd. - 138,000 (120,000) 18,000

In the company only, as of March 31, 2006 and December 31, 2005, the whole amount of long term loans receivable for subsidiary company, it’s borrows in promissory notes at call type and with calculated at 4.10%-7.75% per years and 3.00% - 4.8625% per years respectively. 16 In the company only, as of December 31, 2005, the whole amount of short-term loans from subsidiary company, it’s borrows in promissory notes at call type and with calculated at 4.05% -5.43% per years.

Inter-sales to subsidiary companies are charged with comparative to transactions with outsider. Trade Discount, other income, sale promotion, public relation expenses and consulting expenses to subsidiary companies are based on mutual agreement.

2.3 Type of Relationship with the Company Name of Company Nature of Relationship Telemax Asia Corporation Co., Ltd. - Subsidiary Company by Shareholding M Shop Mobile Co., Ltd. - Subsidiary Company by Shareholding Portalnet Co., Ltd. - Subsidiary Company by Shareholding M Solution Co., Ltd. - Subsidiary Company by Shareholding EDC Square Co., Ltd. - Subsidiary Company of Portalnet Co., Ltd. by Shareholding

3. Accounts and Notes Receivable-Net Consist of : CONSOLIDATED THE COMPANY ONLY As of As of As of As of March 31, 2006 December 31, 2005 March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht ’000 Baht ’000 Baht Notes Receivable 598 17,580 489 17,717 Accounts Receivable In Credit Term 401,052 397,695 410,091 436,467 Over Credit Term 1-60 Days 35,619 53,395 34,149 24,550 Over Credit Term 61-121 Days 6,158 4,410 2,035 3,483 Over 120 Days 2,465 2,746 - 432 Accounts Receivable-Cheque Return 9 9 - - Total 445,901 475,835 446,764 482,649 Less Allowance for Doubtful Debts (1,936) (1,076) - - Estimated Allowance-for Returned Goods (57,361) (35,147) (56,095) (35,147) Credit Note Not Used Credit Note over 1-60 Days (767) (16,248) (2,411) (39,935) 17

Credit Note over 61-120 Days (357) - (286) (18) Credit Note over 121 days (74) (57) (26) (35) Net 385,745 422,950 388,232 407,246

In the consolidated and the company only, as of March 31, 2006 and December 31, 2005, the estimate of returned goods was computed from sale to department stores and dealers can be returned if they are still in original condition.

4. Inventories-Net Consist of : CONSOLIDATED THE COMPANY ONLY As of As of As of As of March 31, 2006 December 31, 2005 March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht ’000 Baht ’000 Baht Mobile Phones and Accessories 968,140 964,943 911,812 918,768 Spare parts 18,003 16,089 16,278 14,313 Furniture for sale. 345 345 - - Total 986,488 981,377 928,090 933,081 Plus Estimate cost of allowance for returned goods 53,647 34,512 52,411 34,512 (Less) Allowance for declining of inventories value (34,340) (26,577) (27,812) (18,016) Total 1,005,795 989,312 952,689 949,577

5. Work in Progress for Installation and Equipment Acquisition In the consolidated and the company only, as of March 31, 2006 and December 31, 2005, the whole amount were work in progress of the communication system for installation at Suvarnabhumi Airport, Nong Ngu Hao, Bangphli Samutprakan Province, at presently the airport had not been constructed and during for installation and test such system.

6. Account Receivable-Revenue Department In the consolidated, as of March 31, 2006 and December 31, 2005, partly in amount of Baht 73.20 million and Baht 64.59 million is the refund of input vat whereby presently it is being the refund 18 and filing document to the Department of Revenue to verify and a remaining the company used credit tax.

7. Accrued Refund from Reprising from Suppliers In the consolidated and the company only, as of March 31, 2006, the whole amount of accrued refund from reprising from suppliers arose in the first quarter of 2006, and the amount of December 31, 2005, the company has fully received.

8. Investment in Subsidiary Companies Consist of : The Company Only Issued and Paid Up Shares Holding Investments by Cost Method Equity Method Dividend Name of Company As of As of As of As of As of As of As of As of As of As of March 31, December 31, March 31, December 31, March 31, December 31, March 31, December 31, March 31, December 31, 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 ’000 Baht ’000 Baht % % ’000 Baht ’000 Baht ’000 Baht ’000 Baht ’000 Baht ’000 Baht Telemax Asia Corporation 30,000 30,000 100.00 100.00 29,999 29,999 73,481 66,091 - -

Co., Ltd.

M Solution Co.,LTD. 2,000 2,000 100.00 100.00 5,327 5,327 6,294 7,648 - -

Portulnet Co.,LTD. 100,000 100,000 100.00 100.00 99,994 99,994 96,160 100,273 - -

M Shop Mobile Co., Ltd. 10,000 10,000 95.00 95.00 9,500 9,500 11,057 11,711 - -

144,820 144,820 186,992 185,723 - -

The company is pledged the whole amount of ordinary shares which are held under the Portalnet Co., Ltd., of registered capital of Portalnet Co., Ltd., so as for collateral against the credit facility at one commercial bank as stated in note 15.

9. Long-Term Investment In the consolidated and the company only, as of March 31, 2006 and December 31, 2005, the whole amount was securities available for sales which the company is invested in open fund from Financial Institution as follow : CONSOLIDATED THE COMPANY ONLY As of As of As of As of March 31, 2006 December 31, 2005 March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht ’000 Baht ’000 Baht Securities available for sales 9,446 10,204 9,446 10,204 19

Less Sales (784) - (784) - Plus Unrealized gain on securities avaliable for sales on the period 192 26 192 26 Net 9,638 9,446 9,638 9,446

10. Property, Building and Equipment – Net For the quarter ending on March 31, 2006, as follow: CONSOLIDATED THE COMPANY ONLY ’000 Baht ’000 Baht Beginning Book Value-Net 252,920 233,281 Purchases/Transfer in 4,350 3,897 Sales/Transfer out (2,066) (2,034) Depreciation for portion shown on Statements of Income (10,028) (6,762) Accumulated Depreciation on Sold Assets 902 900 Ending Book Value-Net 246,078 229,282 In the consolidated and the company only, as of March 31, 2006 and December 31, 2005, Land and improvements with a book value of Baht 197.19 million and Baht 199.97 million respectively, was used by the company as security for short-term loans from financial institutions as stated in Note 14. In the consolidated, as of March 31, 2006 and December 31, 2005, the company had assets with the depreciation fully calculated but still in use which had a cost value of Baht 71.17 million and Baht 60.51 million respectively, which have book value in amount of Baht 1,427 and Baht 5,387 respectively. In the company only, as of March 31, 2006 and December 31, 2005, the company had assets with the depreciation fully calculated but still in use which had a cost value of Baht 57.36 million and Baht 51.23 million respectively, which have book value in amount of Baht 1,089 and Baht 4,782 respectively. 20

11. Assets in Construction for Rent For the quarter ending on March 31, 2006, as follow:

CONSOLIDATED ’000 Baht Beginning Book Value-Net 1,427,711 Purchases/Transfer in 173,345 Sales/Transfer out (71,117) Ending Book Value-Net 1,529,939 The whole amount of work in progress is the installation of an application software of subsidiary company at a stated government unit in note 21.3. that during the period a such subsidiary company has transferred advance payment to work in progress in amount of Baht 71.12 million due to such subsidiary has been handover the work in progress. As of March 31, 2006 and December 31, 2005, the subsidiary company recognized interest expenses in cost of construction for rent in amount of Baht 74.05 million and Baht 52.32 million respectively.

12. Building Leasehold Rights-Net Consist of : CONSOLIDATED THE COMPANY ONLY As of As of As of As of March 31, 2006 December 31, 2005 March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht ’000 Baht ’000 Baht Beginning of Building Leasehold Rights-Net 20,871 18,182 11,382 12,271 Plus Increased in the period - 4,000 - - (Less) Amortization for Leasehold Rights (379) (1,311) (219) (889) Ending of Building Leasehold Rights-Net 20,492 20,871 11,163 11,382

13. Trademark Development -Net For the quarter period ending on March 31, 2006, as follow: CONSOLIDATED ’000 Baht 21

Beginning Book Value-Net 46,326 Amortization for Intangible Assets shown on Statements of Income (4,632) Ending Book Value-Net 41,694

14. Bank Overdrafts and Short-Term Loans from Financial Institution Consist of : CONSOLIDATED THE COMPANY ONLY As of As of As of As of March 31, 2006 December 31, 2005 March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht ’000 Baht ’000 Baht Short-Term Loans from Financial Institution 1,140,062 1,200,000 1,040,062 1,100,000 Total 1,140,062 1,200,000 1,040,062 1,100,000

In the consolidated as of March 31, 2006 and December 31, 2005, the whole amount of short- term loans from financial institutions was borrowed from several commercial banks in the form of 1 to 3 months promissory notes with an interest rate of per year 4.80%-7.75% and 3.25%-5.97% per year respectively, land and building as state in Note 10 and the personal guarantees of the company’s directors were used as full collateral for the whole amount and the company guarantee for a credit limit of loans of subsidiary company. In the company only as of March 31, 2006 and December 31, 2005, the whole amount of short-term loans from financial institutions was borrowed from several commercial banks in the form of 1 to 3 months promissory notes with an interest rate of per year 4.80%-7.75% and 3.25%-5.97% per year respectively, land and improvements as stated in Note 10 and the personal guarantees of the company’s directors were used as full collateral for the whole amount. 22

15. Long Term Loans Consist of : CONSOLIDATED As of As of March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht Long Term Loans 965,936 965,936 Plus Increased in the period 138,814 - (Less) Current Portion of Long Term Loans - - Net 1,104,750 965,936 In the consolidated, as of March 31, 2006 and December 31, 2005, the whole amount is loan due to one commercial bank on January 7, 2005, the company conducted the contract of credit facility to request the financial support from one commercial bank so as to use to develop and proceed with the project in accordance with the note no. 21.3 in amount of Baht 1,350 million including the repayment of loan to the parent company in accordance with the evidence of debt upon the Portalnet Co., Ltd. It is determined to monthly repay the principle by minimum amount of Baht 33 million per installment and minimum amount of Baht 400 million per annum. The first loan installment is repayable on the final business day of the month when the subsidiary receives the first installment of rental fee from project or on July 31, 2007, whichever is sooner. In addition the interest is determined to month-end repay while interest rate is determined as follows: - From the contract date until 36th month The interest rate of fixed deposit of personal category of 12 months cycle plus 3.5% per year - Since 37th month until 78th month The interest rate of fixed deposit of personal category of 12 months cycle plus 4.0% per year The company jointly guarantees as joint debtor status and 999,940 shares of Portalnet Co., Ltd., are pledged, and also the additional shares are pledged as collateral in the entire debt repayment by unlimited amount of consortium which incurred upon commercial bank in accordance with the contract of credit facility, no matter of debt incurred or contingent. 23

16. Other Non Current Liabilities Consist of : CONSOLIDATED THE COMPANY ONLY As of As of As of As of March 31, 2006 December 31, 2005 March 31, 2006 December 31, 2005 ’000 Baht ’000 Baht ’000 Baht ’000 Baht Employee Guarantee 2,049 2,028 - - Account Payable Under Financial Lease Agreement 3,450 6,831 3,216 6,541 Deferred Interest Expense (199) (248) (177) (219) Total 5,300 8,611 3,039 6,322 Less Current Portion of Liabilities Under Financial Lease Agreement Account Payable Under Financial Lease Agreement (1,421) (4,455) (1,298) (4,298) Deferred Interest Expense 139 160 124 142 Net 4,018 4,316 1,865 2,166

17. Payment of Dividends and Legal Reserve In accordance with the unanimous of the Board of Directors Meeting No.3/2006 held on March 20, 2006, and the unanimous of the Shareholder’s Meeting held on April 27, 2006, it was resolved to approve dividend payment for the year operating since July 1, 2005 to December 31, 2005, result at the rate of Baht 0.05 per share to all shareholders totaling 540 million shares for a total amount of Baht 27.0 million which the company determine that the closed date of the registered book pending for shares transfer in order to determine the subscription rights of received is set on April 7, 2006, and set dividend payment to be made on May 4, 2006, so the company has recorded accrued dividend and reserve net profit to legal reserve totaling Baht 8.99 million.

18. Director’s Remuneration Director’s remuneration is contributed of the company as per section 90 of the Public Company Act (B.E. 2535), excluding salaries and related fringe benefit paid to management directors. 24

19. Corporate Income Tax In the consolidated financial statements and the company only, for the quarter ended on March 31, 2006 and 2005, the company calculated the income tax at the rate of 25% in accordance with the Decree no. 387, which amended the rate of the corporate income tax expense from 30% to 25% for the five consecutive accounting periods from the initial accounting period or after the date a public company is listed on the Stock Exchange of Thailand (as of April 3, 2002) in accordance with the law on Securities and Stock Market. For the quarter ended on March 31, 2006 and 2005, three subsidiary companies calculates corporate income tax at 30% of net accounting profit after making adjustment transactions in accordance with the Revenue Code and two subsidiary company calculates by using progressive return tax rate which announced in the Royal decree of Revenue Rate Reduction (Version no. 394) B.E. 2545 with the news announcement of the Ministry of Finance version no. 86/2004 (as of October 26, 2004) of accounting net profit after adding back adjusted transaction in accordance with the Revenue Code.

20. Presentation of Financial Data Segregated by Business Sector In the consolidated financial statements for the quarter ended on March 31, 2006, information based on operating sectors is as follows : (Unit : Million Baht) Distribution Service Mobile Refill card Franchises Project tender Develop and Eliminated Total of mobile Installation and phones to both in the Service program Items phones to equipment dealers government and Computer on dealers acquisition Private sectors Mobile producer And mobile server 2006 2006 2006 2006 2006 2006 2006 2006 2006 Net sales 2,885.65 - 811.61 128.33 61.67 - 0.65 (677.85) 3,210.06 Cost of Goods Sold (2,730.51) - (786.47) (126.28) (52.41) - (0.54) 679.62 (3,016.59) Gross Profit(Loss) 155.14 - 25.14 2.05 9.26 - 0.11 1.77 193.47

Other Income 23.99 Sales Supporting Revenue 3.82 Selling and Administrative Expenses (96.95) Director’s Remuneration (4.60) Interest Expenses (15.50) Corporate Income Tax (30.35) Less Profit from Minority Equity 0.03 Net Profit (Loss) 73.91 Fixed Assets 229.28 - 10.67 - 3.74 2.05 0.33 246.07 Common Assets 3,547.11 Total Assets 3,793.18 25 In the consolidated financial statements for the quarter ended on March 31, 2005, information based on operating sectors is as follows : (Unit : Million Baht) Distribution Service Mobile Refill card Franchises Project tender Develop and Eliminated Total of mobile Installation and phones to both in the Service program Items phones to equipment dealers government and Computer on dealers acquisition Private sectors Mobile producer And mobile server 2005 2005 2005 2005 2005 2005 2005 2005 2005 Net sales 1,943.75 - 527.39 28.94 113.75 - 3.16 (620.81) 1,996.18 Cost of Goods Sold (1,806.21) - (505.90) (28.76) (108.36) - (1.25) 622.36 (1,828.12) Gross Profit(Loss) 137.54 - 21.49 0.18 5.39 - 1.91 1.55 168.06

Other Income 17.94 Sales Supporting Revenue 5.82 Selling and Administrative Expenses (84.99) Interest Expenses (8.26) Corporate Income Tax (25.01) Less Profit from Minority Equity (0.09) Net Profit (Loss) 73.47 Fixed Assets 240.90 - 17.65 - 5.18 2.21 0.47 - 266.41 Common Assets 3,055.75 Total Assets 3,322.16 The Company and its subsidiaries conducted 7 types of business, i.e. distribution of mobile phones to dealers, service installation and equipment acquisition, mobile phones dealers, sales refill card, sale mobile phones of franchise business, tendering business both in governmental and private sectors and develop and service program computer on mobile producer on mobile server. Gain from operation of each segment was derived from total revenues subtracted by cost of goods sold of respective segment. Fixed assets of each segment are assets which were used in operation of respective segment the central asset are mainly composed of trade accounts receivable and notes receivable, inventory, account receivable-revenue department, accrued sell promotional revenues receivable and intangible assets. Determination of transferred prices between segment which are materialized as follows : Basis in the transferred price determination between segment of the company and subsidiaries (see note to financial statements no. 2.2) Moreover, basis in the transferred prices determination between segment of subsidiaries incurred between each other which is materialized as follows : - Inter purchases-sales to subsidiary companies are charged with comparative to transactions with outsider. - Other revenues service and expense of other sales are collected by nature of each type in accordance based on mutual agreement. 26 21. Consortium Agreement 21.1 As of August 22, 2003, the Portalnet Co., Ltd. (subsidiary company) has signed the contract of consortium under the name of “Consortium Siemens Limited, Siemens AG, IBM and Portalnet” or “Consortium SPIES” between the such subsidiary company, Siemens Co., Ltd., Siemens AG Co., Ltd., IBM (Thailand) Co., Ltd., aggregating to the leasing of an Application Software for Core Business Operations in accordance with the tender of PEA-E(IT) 001/2003. The period of the contract of consortium is determined that this consortium is terminates when right and duty in accordance with this contract comply the contract of consortium has signed its name in the leased contract the finished software computer system for the main business at Bor. 13/2004 with the Provincial Electricity Authority for the period of installation within 3 years, leased period of 5 years. Moreover, the life contract can be further renewed it the Provincial Electricity Authority wishes to renew the lease contract. The prior notice will be given to the lesser as a prior letter not less than 30 days before the due date of leased period in accordance with the contract. 21.2 Under the contract of consortium executed on May 6, 2005, the subsidiary company has commitments with two private designed as mutual responsibilities and interest in respect of a bit submitted with a government authority. The agreement has covered the duration until the termination by followings; - A bidding proposal is not accepted by the government authority and other bidder is offered to operate a project or the government organization cancels an auction after the contractor signs the agreement or a bidder, who win an auction and signs the agreement with the government authority, conforms to terms and conditions set forth therein, at present task are being to bid. 21.3 The important contract of consortium In accordance with the tender of PEA-E(IT) 001/2003, the Provincial Electricity Authority has singed the contract on March 17, 2004, and agreed to lease of an Application Software for Core Business Operation from the consortium of Siemens Co., Ltd., Siemens AG Co., Ltd., IBM(Thailand) Co., Ltd., and Portalnet Co., Ltd., aggregation to the rental in total amount of Baht 3,192 million. The installation period is required within 3 years whereas the lease period is 5 years. The rental fee is Baht 53.20 million per month, at present task are being in installation.

22. The Important Contract 27 22.1 In April 2004, the company is signed regarding Aeronautical Radio of Thailand for the supply, delivery and installation as appropriate of a Digital Trunked Radio System (System Equipment and Subscription Equipment) at Suvarnabhumi Airport, Nong Ngu Hao, Bangphli, Samutprakan Province, which tender is apart of management for traffic of aircraft. The contract to pay to the company in amount of Baht 226.0 million, such a project will complete the activities by the date of March 16, 2005. The company must be accompanied of Tender Security in amount of Baht 38.65 million with a letter of guarantee issued by a bank in Thailand. Presently in the sector of Base Station Switching Controller(BSSC), Base Stations(BS) and Dispatcher System task is already handover; however, other sectors are being in process because the contractor expand to commit, since the airport had not been constructed. 22.2 As of June 1, 2004, the company is signed a subcontract agreement with one domestic company for installation as appropriate of a Digital Trunked Radio System at Suvarnabhumi Airport, Nong Ngu Hao, Bangphli, Samut Prakan Province. Which is undue for repayment still remains in amount of Baht 1.52 million and presently the airport had not been constructed and during for installation and test such system. 22.3 In April 2004, the company is signed a subcontract agreement with one overseas company to supply of a Digital Trunked Radio at Suvarnabhumi Airport, Nong Ngu Hao, Bangphli, Samut Prakan Province. Which is undue for repayment still remains in amount of Baht 3.32 million and presently in the sector of Base Station Switching Controller(BSSC), Base Stations(BS) and Dispatcher System task is already handover; however, other sectors are during for installation and test such system because the airport had not been constructed.

23. Contingent Liabilities and Obligations 28 Apart from the various liabilities presented in the financial statements, the company and its subsidiaries have the following obligations as of March 31, 2006 and December 31, 2005. As of As of March 31, 2006 December 31, 2005 Million Baht Million Baht 23.1 Bank Obligations of the Company Letter of Guarantee of the company 55.38 55.38 Letter of Guarantee of consortium of the subsidiary company 159.60 159.60 Credit Limit Guarantee for Pormissory Notes of subsidiary company 100.00 100.00 23.2 Bank Obligations of the Subsidiary Company Letter of Guarantee 0.02 0.02 23.3 As of March 31, 2006 and December 31, 2005, the company issued an undated cheque for Baht 100.0 million together with a letter of guarantee to a supplier as security for goods purchased. 23.4 As of March 31, 2006 and December 31, 2005, the Portalnet Co., Ltd., subsidiary performed obligation commitment of the contract to engage the service with the note to the financial statements no.21.3 from domestic and overseas which undue for repayment in the project of installation software computer system for rent for the main business in amount of Euro 5.84 million, USD 0.34 million and Baht 235.58 million in a totaling Baht 526.20 million and Euro 6.91 million, USD 0.34 million and Baht 285.80 million in a totaling Baht 637.07 million respectively.

24. Approval of the Interim Financial Statements. These financial statements have been approved by the company’s directors.

Recommended publications