รายงานประจําปี 2553 / 2554 ANNUAL REPORT 2010 / 2011 >> บริษัท เอ็ม บี เค จำกัด (มหาชน) MBK PUBLIC COMPANY LIMITED 444, ชั้น 8, อาคาร เอ็ม บี เค เซ็นเตอร์ ถนนพญาไท แขวงวังใหม่ เขตปทุมวัน กรุงเทพฯ 10330 โทร : 0-2620-9000 แฟกซ์ : 0-2620-7000 ANNUAL REPORT >> 444, 8th Floor, MBK Center Building, Phayathai Rd, Wang Mai, Pathumwan, Bangkok 10330 บริษัท เอ็ม บี เค จำกัด (มหาชน) MBK PUBLIC COMPANY LIMITED Tel : 0-2620-9000 Fax : 0-2620-7000 E-mail : [email protected] www.mbk-center.co.th 2010/2011 บริษัท เอ็ม บี เค จำกัด (มหาชน) MBK PUBLIC COMPANY LIMITED CONTENTS TOTAL ASSETS & REVENUE STRUCTURE OF NET PROFIT TOTAL LIBILITIES BUSINESS GROUPS Million Baht Year Million Baht Year Million Baht Year 2008 2009 2010 2008 2009 2010 2008 2009 2010 2009 2010 2011 2009 2010 2011 2009 2010 2011 3,000 30,000 3,500 3,311 28,416 3,137 26,682 2,500 2,547 25,000 3,000 2,798 2,697 2,500 2,529 2,437 20,413 2,000 20,000 2,295 2,000 15,784 1,500 15,000 14,605 1,308 1,293 1,500 11,181 1,000 10,000 1,000 874 819 773 770 500 5,000 623 500 243 39 0 0 0 - Revenue from Service and Rental Sales Net Profit Total Assets Total Liabilities Revenue from Hotel Operations Other Revenues Revenue from hire purchase 001 049 126 FINANCIAL HIGHLIGHTS RISK FACTORS REPORT ON THE RESPONSIBILITY OF THE BOARD OF DIRECTORS TOWARDS 002 056 FINANCIAL REPORTS MESSAGE FROM CHAIRMAN OF TELEPHONE AND FAX NUMBERS OF JURISTIC THE BOARD OF DIRECTORS PERSONS which MBK holds more than 10% 127 REPORT OF THE NOMINATION 004 058 AND REMUNERATION COMMITTEE THE BOARD OF DIRECTORS JURISTIC PERSONS WHICH MBK HOLDS MORE THAN 10% 128 006 MANAGEMENT DISCUSSION AND ANALYSIS EXECUTIVE MANAGEMENT 060 OF THE FINANCIAL STATEMENTS SHAREHOLDING STRUCTURE AND 008 MANAGEMENT 137 MANAGEMENT TEAM 073 REPORT OF INDEPENDENT AUDITOR 014 GOOD CORPORATE GOVERNANCE 216 STRUCTURE OF MBK GROUP DISCLOSURE OF INFORMATION IN 094 ANNUAL REPORT ACCORDING TO FORM 56-2 PROFILES OF DIRECTORS AND 016 EXECUTIVE MANAGEMENT OF THE COMPANY VISION OF MBK PUBLIC COMPANY LIMITED 217 103 SOCIAL ACTIVITY 018 CONNECTED TRANSACTION NATURE OF BUSINESS OPERATIONS 228 124 REFERENCE PERSONS AUDIT COMMITTEE’S REPORT ANNUAL REPORT 2010/2011 >> MBK PUBLIC COMPANY LIMITED 001 FINANCIAL HIGHLIGHTS Financial Highlights Of Mbk Public Company Limited And Its Subsidiaries For the years ended 30 June Unit : Thousand Baht 30 Jun 09 Percentage 30 Jun 10 Percentage 30 Jun 11 Percentage BALANCE SHEETS Total Assets 20,413,008 100.00 26,682,191 100.00 28,416,369 100.00 Total Liabilities 11,181,458 54.78 14,604,880 54.74 15,784,492 55.55 Total Shareholders’ Equity 9,231,550 45.22 12,077,311 45.26 12,631,877 44.45 2008/2009 Percentage 2009/2010 Percentage 2010/2011 Percentage INCOME STATEMENTS Revenue from Service and Rental 2,696,537 41.91 2,529,007 29.50 3,311,389 39.72 Sales 2,295,167 35.67 2,436,745 28.42 3,136,678 37.62 Revenue from Hotel Operations 819,109 12.73 770,244 8.98 873,739 10.48 Revenue from hire purchase - - 39,101 0.46 242,603 2.91 Other Revenues 623,486 9.69 2,797,892 32.64 772,913 9.27 Total Revenues 6,434,299 100.00 8,572,989 100.00 8,337,322 100.00 Gross Profit 2,237,731 34.78 1,933,605 22.55 2,719,873 32.62 Net Profit 1,308,386 20.33 2,546,818 29.71 1,293,476 15.51 The financial ratios of MBK Public Company Limited and its subsidiaries For the years ended 30 June Unit 2008/2009 2009/2010 2010/2011 Net Profit / Total Revenues % 20.33 29.71 15.51 Return on Average Equity* % 16.99 26.32 11.30 Return on Average Assets % 6.94 10.82 4.70 Earnings Per Share*** (THB) 8.64 16.82 8.54 Dividend Per Share (THB) 4.25 4.75 ** Book Value Per Share*/*** (THB) 54.20 73.60 77.50 Note * Shareholders’ equity represented equity attributable to the Company’s shareholders (excluding equity attributable to minority shareholders of subsidiaries). ** On 7 April 2011, the Company paid the interim dividend of THB 2.50 per share for the performance period from 1 July 2010 to 31 December 2010. On 31 October 2011, the Board of Directors will propose to the Annual General Meeting of the shareholders to approve the dividend payment of THB 2.50 per share for the second half of fiscal year from 1 January 2011 to 30 June 2011, therefore, the total dividend for this fiscal year from 1 July 2010 to 30 June 2011, will equal to THB 5.00 per share. *** Calculated from the number of ordinary shares which deducted by treasury stocks held by the Company and its subsidiaries. 002 ANNUAL REPORT 2010/2011 >> MBK PUBLIC COMPANY LIMITED MESSAGE FROM CHAIRMAN OF THE BOARD OF DIRECTORS THAI ECONOMY IN 2010 HAD RECOVERED WELL IN SPITE OF MANY NEGATIVE FACTORS INCLUDING THE INSTABILITY OF WORLD ECONOMY, DOMESTIC POLITICAL CONFLICT AND NATURAL DISASTERS. HOWEVER, WITH A GOOD ECONOMIC FOUNDATION AND A FLEXIBILITY OF FISCAL AND MONETARY POLICY, THAI ECONOMY IN 2010 COULD GROW UP TO 7.8% FROM THE EXPORT SECTOR AND TOURISM INDUSTRY WHILE THE DOMESTIC EXPENDITURE ALSO EXPANDED. SINCE JUNE 2011, THE ECONOMIC SITUATION HAS IMPROVED DUE TO THE DRIVING FORCE FROM BOTH DOMESTIC AND FOREIGN DEMANDS. HOWEVER, THE INVESTMENT FROM THE PRIVATE SECTOR HAS SLOWED DOWN BECAUSE OF THE PREVIOUS INVESTMENT ACCELERATION. As for the stability of the domestic economy, the inflation rate remains high due to the increase in production cost of goods and services whereas the aggregate demand also increases continuously (cost push & demand pull). The high inflation rate is assumed to be the result of the government’s future expenditure plan. The nominal inflation rate and real inflation rate stays at 4.06% and 2.55% respectively. The stability of the international trade is in a satisfactory level while the international reserves remain stable. The operation performance of MBK and its subsidiaries (collectively “the Group”) in the fiscal year 2010/2011, ended at June 30, 2011 was satisfactory. The total revenue amounted to THB 8,337.3 million, which is an increase of THB 121.7 million or 1.5% from the previous year. In addition, the net profit attributable to equity holder of the parent was the total of THB 1,293.5 million, accounted for a decrease of THB 1,253.3 million or 49.2% from the year before. However, excluding gains on investment in available-for-sales securities, the Group’s total revenue increased by THB 2,349.7 million or 39.3%. The net profit also increased by THB 325.1 million or 33.7%. In overall the performance of every business sector of the Company had improved. In terms of the financial status as at June 30, 2011, the Group’s total assets amounted to THB 28,416.4 million, representing an increase of THB 1,734.2 million or 6.5%. Its total liabilities amounted to THB 15,784.5 million, representing an increase of THB 1,179.6 million or 8.1%. Its shareholders’ equity amounted to THB 12,631.9 million, representing an increase of THB 554.6 million or 4.6%, compared to the balance as at June 30, 2010, thanks to the Group’s business expansion. ANNUAL REPORT 2010/2011 >> MBK PUBLIC COMPANY LIMITED 003 During the past year, MBK Group developed and grew continuously, which could be summarized as follows: MBK organized new marketing activities alongside with the renovation inside MBK Center, aiming to maintain the status of a modern shopping center. During the year 2010/2011 MBK renovated some part of the rental space into Zone of Camera Center, which is the center of cameras and accessory tools for enthusiasts to browse and shop such products. MBK also expanded its shopping center business to other shopping center. Moreover, MBK has also co-invested with Siam Piwat Company Limited in managing “Paradise Park”, a new shopping mall on Srinakarin Road, renovated from “Seri Center”, under the concept “The greatest shopping paradise in eastern Bangkok”. The project was launched in August 2010. In addition, there is also The Nine Neighborhood Center, a new community mall on Rama 9 road. The project is worth THB 1,000 million and operated by The Nine Center Company Limited which is a subsidiary whose shares MBK holds by 99.98%. This is an important step of the transition of the business model on Premier Rama 9 intersection, into a one-stop service community mall under the concept of “Tropical Village”. The Nine Neighborhood Center was unofficially opened in July 2011. MBK Hospitality Management Company Limited, who manages the hotel business, the Group acquired Layana Resort and Spa, a five-star boutique hotel on Koh Lanta Yai, Krabi in early April 2011 with the investment fund THB 350 million. Tinidee Inn, expanding project of Tinidee @ Ranong, had completed construction and launched on April 13, 2011. It is a three-star hotel with the investment fund of THB 15 million. Tinidee @ Phuket also finished its construction and was opened since mid November 2010, with the project fund of THB 60 million. As for the golf business, the Company completed a reciprocal agreement with leading golf courses in foreign countries. The business alliance with top golf courses in other countries allowed the Company’s golf business grew in its revenue.