Annual report
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
วิสัยทัศน
(Vision)
"TO BE THE LEADING FOUNDATION
CONTRACTOR IN QUALITY AND EFFICIENCY"
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Separate Financial Statement
Financial Data (Thousand Baht)
Total Assets หนี้สินรวม
Total Liabilities สวนของผูถือหุน
Revenue from Rendering of Service กําไรสุทธิ
Separate Financial Statement
Financial Ratio
Net Profit (%) อัตราผลตอบแทนผูถือหุน (%)
Return on Equity (%) อัตราผลตอบแทนจากสินทรัพย (%)
Return on Assets (%) กําไรสุทธิตอหุน (บาท)
Earning per share (Baht) อัตราสวนหนี้สินตอสวนของผูถือหุน (เทา)
Debt to Equity (Time) อัตราการเติบโตของรายไดจากการรับจาง (%) Revenue from Rendering of Service Growth
Net Profit Growth (%)
หมายเหตุ 1 รายไดจากการรับจาง หมายถึง รายไดจากงานฐานราก และงานกอสราง 1 Revenue from rendering of service consist of revenue from foundation and construction works.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Chairman's Statement
Company's Directory and Executive
General Information
Type of Business
Industry Overview and Competition
Capital Structure
Corporate Governance
Internal Control
Management's Explanation and Analysis
Connected Transactions
Statement of the Board of Directors' Responsibilities
Statement of the Audit Committee
Statement of the Nomination and Remuneration Commit ee
Report of the Independent Auditor
Financial Statements
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Chairman's Statement
To: Shareholders of
Pylon Public Company Limited
The overview of the construction industry in 2012 showed a rising trend, as compared to the year 2011. This was a
result of the government's economic stimulus policies through investments in MRT projects, flood prevention systems, and public infrastructures as evident in a series of launches of new MRT projects as wel as the growing number of private projects. Thus, the Company's revenues in 2012 had grown continuously.
As regards the trends of the foundation construction industry in 2013, due to the fact that the MRT Blue Line Extension project is stil under construction; the SRT Red Line project (Bangsue-Rangsit section) and the MRT Green Line project (Bearing – Samutprakarn section) which are mega projects wil simultaneously begin construction this year; and private consumption and investment are steadily rising, the number of projects should continue to stay at a high level with mild price competition. The Company is expected to benefit from a number of MRT projects, mega public infrastructure projects, and other construction projects in accordance with the economic stimulus plan and flood protection. The construction works should continue to be car ied out for at least another 3-5 years. The Company's policies on business operations in 2013 stil focus on the expansion of its customer base, consideration and selection of customers, cost control, liquidity management, and ongoing personnel development ef orts.
In 2012, the Company participated in the "Restoring flooded schools, Building relationships with communities" project initiated by the Commit ee of the Thai Stock Market Flood Relief Fund. The mai-listed Companies Association (maiA) was assigned to take care of schools requesting to receive assistance from the project. Under the project, the maiA joined forces with schools, local communities and mai-listed companies in restoring school buildings according to the aim of the fund. As part of the project, the restoration of three schools in Pathum Thani province and Nonthaburi province was completed and the school buildings were handed over to the school authorities on 30 August 2012.
On behalf of the Board of Directors, I would like to take this opportunity to thank al shareholders for your trust in the Company's operations and specifical y those who have provided us with continuous support. I also would like to thank the Company's management team and employees for car ying out their duties with accountability and tireless ef ort. Al these factors are key elements in driving the Company to continue its ongoing development, ensuring its stability as wel as ultimately enabling the Company to grow and achieve both its short and long-term goals.
(Mr. Seri Chintanaseri)
Chairman of the Board of Directors
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Company's Directors and Executives
Mr.Seri Chintanaseri
Mr.Vongchai San garayakul
Founder Chairman / Director /Member of
Independent Director
Nomination and Remuneration Commit ee
Mr.Panja Senadisai
Mr.Vinit Chovichien
Mr.Chanet Sangarayakul
Independent Director/
Independent Director/
Chairman of Audit Commitee
Chairman of Nomination and
Chairman of Executive Board
Remuneration Commit ee / Member
of Audit Committee
Mr.Somsak Viriyapiphat
Mr.Pisun Sirisuksakulchai
Mr.Chaipat Sahasakul
Mr.Bordin Sangarayakul
Director / Member of
Director / Member of
Independent Director /
Director / Member of
Member of Audit Commit ee/
Member of Nomination and Remuneration Commit ee
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
The Positions of Company's Directors and Executive
Mr. Seri Chintanaseri (71)
Mr. Vongchai Sangarayakul (66)
Chairman
Founder Chairman
Independent Director
Director
Member of Nomination and Remuneration Commit ee
Education :
Barrister-at-Law, The Honourable Society of
Education :
Lincoln's Inn, England
High School
Barrister-at-Law, Institute of Legal Education,
IOD Training :
Bachelor of law, Thammasart University
Directors Accreditation Program (44/2005)
IOD Training :
Work Experience :
Directors Certification Program (65/2005)
2005 – Present Director/ Member of Nomination
and Remuneration Commit ee,
Work Experience :
2005 – Present Chairman/ Independent
1967 – Present Owner, Siam Pharmacy
Director, Pylon PLC.
2010 - Present Legal Subcommitee, The
Percentage of Shareholding : 7.4
Stock Exchange of Thailand
1997 – Present Chairman, Seri Manop &
2003 – Present Director/ Member of the Audit
Advance Agro PLC.
Director/ Member of the Audit
Commit ee, Sammitr Motors
Manufacturing PLC.
Percentage of Shareholding:
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Mr. Panja Senadisai (65)
Mr. Vinit Chovichien (67)
Independent Director
Independent Director
Chairman of Audit Commit ee
Member of the Audit Commit ee
Chairman of Nomination & Remuneration Commit ee
Education :
Master of Business Administration (MBA),
Doctor of Philosophy, Purdue University, Indiana
Suf olk University (USA)
IOD Training :
Master of Science in Civil Engineering , Purdue
Directors Certification Program (20/2002)
Audit Commit ee Program (2004)
Bachelor of Civil Engineering, Chulalongkorn
Certificate of At endance Role of Compensation
Commit ee Program (2/2007)
IOD Training:
Work Experience :
Directors Accreditation Program (44/2005)
2005 – Present Chairman of the Audit Commit ee/
Independent Director, Pylon PLC.
Work Experience :
2000 – Present Director/
2005 – Present Independent Director/ Member of
Audit Commit ee/ Member of
Somboon Advance Technology PLC.
2006 - Present Chairman of the Audit Commit ee/
Nomination & Remuneration
Member of the Nomination &
Commit ee, Pylon PLC.
Remuneration Commit ee,
2007 – Present Lecture, Faculty of Engineering,
Chulalongkorn University
Somboon Advance Technology PLC.
2002 – Present Director/ Member of the Audit
Percentage of Shareholding : -
Commit ee/ Chairman of the
Compensation Commit ee,
Trinity Wat ana PLC.
1983 – Present Director, KCE Electronics PLC. 2003 – Present Director/ Member of the Audit
Rasa Properties Development PLC.
2004 – 2011 Chairman, Deva Property PLC.
2006 – 2009 Director/ Member of the Executive
Board of Director/ Member of
the Remuneration Commit ee,
Government Saving Bank
Percentage of Shareholding: -
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Mr. Chanet Sangarayakul (39)
Mr. Chaipat Sahasakul (57)
Director
Independent Director
Chairman of Executive Board
Member of the Audit Commit ee
President
Member of Nomination and Remuneration Commit ee
Education :
Education :
Ph.D. in Economics, University of Rochester,
Doctor of Engineering, Asian Institute of
Master of Science in structure, Asian Institute of
Master of Arts in Economics, Thammasat
Bachelor of Civil Engineering, Chulalongkorn
Bachelor of Economics, Thammasat University
IOD Training :
IOD Training :
Directors Certification Program (21/2002)
Directors Accreditation Program (44/2005)
Audit Commit ee Program (33/2010)
Work Experience :
Work Experience :
2005 – Present Director/ Chairman of Executive
2005 – Present Independent Director/ Member of
Board/ President, Pylon PLC.
the Audit Commit ee/ Member of
2008 – Present Chairman, Excelon Co., Ltd.
Nomination and Remuneration
2011 – Present Board of Directors Thai Listed
Commit ee, Pylon PLC.
Companies Association
2010 – Present Director, the Stock Exchange of
Percentage of Shareholding : 39.14%
2010 – Present Independent Director/
Member of the Audit Committee,
Thai Vegetable Oil PLC.
2002 – Present Chairman of Audit Commit ee/
The Electricity Generating PLC.
2009 – Present Chairman,
University Research Policy
Commit ee, Bangkok University
Secretary – General,
Agricultural Futures Trading
Percentage of Shareholding : -
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Mr. Bordin Sangarayakul (38)
Mr. Somsak Viriyapipat (54)
Director
Director
Member of Executive Board
Member of Executive Board
Senior Executive Vice President
Senior Executive Vice President
Education :
Education :
Bachelor of Mechanical Engineering, King
Master of Science (Construction Engineering
and Management), Virginia Tech (USA)
Mongkut's Institute of Technology North
Bachelor of Civil Engineering, Chulalongkorn
IOD Training :
IOD Training :
Directors Accreditation Program (44/2005)
Directors Accreditation Program (44/2005)
Work Experience :
Work Experience :
2005 – Present Director/ Member of Executive
2005 – Present Director/ Member of Executive
Board/ Senior Executive Vice
Board/ Senior Executive Vice
President – Equipment & Facilities/
President–Finance & Administration,
Acting Vice President, Pylon PLC.
2008 – Present Director, Excelon Co., Ltd.
Percentage of Shareholding: 1.54%
2010 – 2555 Director, Aun Jung Co., Ltd.
Percentage of Shareholding: 9%
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Mr. Pisun Sirisulsakulchai (39)
Director
Member of Executive Board
Senior Executive Vice President
Education :
Master of Art in Economic Law, Chulalongkorn
Master of Business Administration(MBA),
Rockhurst University (USA)
Master of Science-Construction Management,
University of Wisconsin-Madison (USA)
Bachelor of Civil Engineering, Chulalongkorn
IOD Training:
Directors Accreditation Program (79/2009)
Work Experience :
2011 – Present Director/ Member of the Executive
Board of Director/ Senior Executive
Vice President-Engineering &
Marketing, Pylon PLC.
2008 – Present Director, Excelon Co., Ltd. 2008 –2011
Director/ Member of the Executive
Board of Director/ Executive Vice
President – Engineering, Pylon PLC.
Director, Thaicar dot com Co., Ltd.
Percentage of Shareholding :
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Mr.Siroj Tungkahotara (38)
Executive Vice President – Engineering
Education :
Ph. D. Structural Engineering, Old Dominion University (USA)
Master of Structural Engineering , Old Dominion University (USA)
Bachelor of Civil Engineering, Chulalongkorn University
Work Experience :
2011 – Present
Executive Vice President – Engineering & Marketing, Pylon PLC.
Structure Engineer, Tetra Tech INCA (USA)
Percentage of Shareholding: -
Mr. Veeratas Chiradechvirot (33)
Vice President - Purchasing
Education:
Master of Business Administration (MBA), Thammasart University
Bachelor of Mechanical Engineering, King Mongkut's Institute of Technology North Bangkok
Work Experience:
2007 – Present
Vice President – Purchasing, Pylon PLC.
Operating System Manager, Pylon PLC.
Percentage of Shareholding:
Mrs. Sureerat Nakaphadungrat (51)
Vice President - Accounting
Education:
Master of Business Administration (MBA), NIDA
Bachelor of Business Administration (Accounting), Ramkhamhaeng University
Work Experience :
2004 – Present
Vice President – Accounting, Pylon PLC.
Accounting Manager, Cinecolor Lab Co., Ltd.
Percentage of Shareholding:
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Mr. Korn Thongsri (39)
Vice President – Human Resource
Education:
Bachelor of Law, Ramkhamhaeng University
Work Experience:
2011 – Present
Vice President - Human Resource, Pylon PLC.
Human Resource Manager, TPP Group Co., Ltd.
Human Resource Manager, JVK International Logistics and Moving Co., ltd.
Percentage of Shareholding: -
Mr. Supachai Rojviroon (38)
Vice President – Purchasing
Education:
Master of Business Administration (Finance), Bangkok University
Bachelor of Engineering (Civil), Srinakharinwiroj University
Work Experience :
2012 - Present
Vice President – Purchasing, Pylon PLC.
2011 – 2012
Estimate Manager, EMC PLC.
2005 – 2011
Construction Manager, Chaina Hua-Fong Construction (Thailand) Co., Ltd.
Percentage of Shareholding : -
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
General Information
Pylon Public Company Limited (Pylon) is a specialty foundation construction company. The Company headquarters is located at
170/16 Soi Sammit (Sukhumvit Soi 16), Ratchadapisektadmai Road, Klongtoey Subdistrict, Klongtoey District, Bangkok 10110
and the maintenance yard is located at 22/4 Moo 11, Koobangluang Subdistrict, Ladlumkaew District, Patumthani. The
Company's public company registration number is 0107548000536. Its phone number is 0-2661-8242, facsimile number is 0-
2661-8247 and website address is
At present, Pylon's registered capital is Baht 300 mil ion and paid up capital is Baht 200 mil ion separated into 300 mil ion
ordinary shares at Baht 1 par value per share.
Details of Companies in which the Company holds 10 % or more of shares
The Company Name
: Excelon Company Limited
: Baht 80 mil ion
The Company holds
Type of Business
: Design, construction, consulting and architectural works for buildings/
: 170/15 Soi Sammit (Sukhumvit Soi16) Ratchadapisektadmai Road, Klongtoey
Subdistrict, Klongtoey District, Bangkok 10110
History and Significant Developments
Year 2002
• Registered the Company in the name of Pylon Company Limited on August 13, 2002 with the initial paid up capital of
Baht 5 mil ion to engage primarily in foundation construction business. The Company has employed experienced and skil ful engineering staf s to handle foundation works at the recovery of economic crisis.
• Performed the first soil cement columns with high-pressured jet grouting in His Majesty The King Bhumipol's Pak Pa
Nang Diversion Dam Project in Nakornsrithammarat Province as a subcontractor to Sino-Thai Engineering and Construction Plc (Sino-Thai). From the success in
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
the Pakpanang project, the Company has developed a strong business relationship with Sino-Thai and, as a result, received bored piling works for several projects from Sino-Thai such as The 3rd Stage Expressway - Part S1 (Ajnarong-Bangna) Contract No. 2, The Bumrungrat Hospital Parking Garage, etc. From those projects, the Company has become wel -known in the construction industry for quality of work and exceptional service, and received many bored piling works from other customers.
• Increased capital to Baht 60 mil ion in January and Baht 95 mil ion in December. • Cooperated with Soletanche Bachy, an International Foundation Specialist Company, to construct diaphragm wal s for
The Samlae Water Treatment Plant in Patumthani Province.
• Increased capital to Baht 115 mil ion in May. • In June, the Company increased its capital from Baht 115 mil ion to Baht 150 mil ion along with split ing par value per
share from Baht 10 to Baht 1 to accommodate the initial public of ering.
• Registered as the public company on July 20, 2005. • Registered on the Market for Alternative Investment (mai) Stock Market in December. The first trading day of the
Company's shares was December 23, 2005.
• Relocated the Company's maintenance yard from Bangkapi to Ladlumkaew, Patumthani Province in March.
• Set up the subsidiary company under the name of Excelon Co., Ltd. in December to provide services for design,
construction, consulting and architectural works for buildings/ structures. Its registered capital is 30,000,000 baht. Pylon holds 51% of the total shares.
• Increased capital to Baht 200 mil ion in May.
• Increased capital to Baht 300 mil ion in May to facilitate the issuance the issuance of PYLON-W1. • Excelon increased capital to Baht 80 mil ion in December whereas Pylon stil holds 51% of the total shares.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Revenue by Products
The Company's revenue can be categorized by products as fol ows:
The Company's Revenue
(Unit : Thousand Baht)
Products
Ground Improvement
Total Revenue from Foundation
Revenue from Construction
Revenue from Other Services 1
Total Revenue
100.00 1,033,472
Remark : 1Revenue from Other Services is the revenues from rental of machines, equipments and tools such as cranes, casing
including damage claims received from Subcontractors.
2Other Revenues is the revenues from interest income, profit from sale of assets, etc.
The Subsidiary's Revenue
(Unit : Thousand Baht)
Products
Revenue from Construction
Remark : Excelon Co., Ltd. was established in December 2008.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Type of Business
1. Bored Pile
Bored Piles are usual y used as the foundation of large-scale structures especial y those located in a limited area where driven piles are not applicable due to transportation and ground vibration problems. Moreover, compared to driven piles, bored piling technique causes no lateral movement of soil underneath that may af ect nearby structures, less noise pol ution and less ground vibration. The Company of ers various sizes of pile ranging from 50 centimeters to 200 centimeters in diameter and deeper than 60 meters depending on the design load and local soil properties.
2. Ground Improvement by Jet Grouting
The objective of ground improvement is to strengthen the existing soil structure which can lead to the increase of soil bearing capacity and prevention of lateral soil movement. The Company provides this type of service by injecting cement grout at a high pressure between 200 to 400 bars. Type of work can be categorized as fol ows:
2.1 Soil Cement Column
This type of ground improvement is used
to strengthen the soft soil properties
throughout their whole layers. The
process starts from jet ing water
downward at high pressure to stir the sur ounding soil into the designated shape and size. Once reaching the level of pile tip, cement slur y is injected to mix with sur ounding soil to create the solidified soil cement column that has ability to car y a vertical design load and
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
reduce the set lement of structure above. The soil cement column produced by Jet Grouting has bet er properties
and more homogeneous texture than those produced by other techniques such as low pressure mixing and rotary dry
mixing. At present, soil cement column has been applied to various types of works such as road foundations, airport
runways, dams, water gates as wel as slope protection of canals or river banks.
2.2 Localized soil improvement
This type of work is used to improve strength and properties of soil or rock in a specific area; for example, grouting
cracks in rock or soil for dam construction, grouting to improve stability of soil for excavation or dril ing purpose in a
specific area.
3. Diaphragm Wal
Diaphragm wal is an underground reinforced concrete wal constructed to be a load bearing and retaining structure to prevent lateral soil movement. Construction process of diaphragm wal is similar to that of wet-process bored pile. Diaphragm wal can be used not only instead of sheet pile but also as a permanent underground wal with water-resistant and load bearing ability. Diaphragm wal is general y used as the structure of underground car park, subway station, underpass, etc.
4. General Construction
The Company provides service related to design, construction and architectural works for buildings and structures. Our target is to focus on civil works and low-rise buildings such as flood protection, water drainage, conference hal including of ice and residential buildings in which their height is less than 8 stories. Our Team consists of experienced and professional architects and engineers with various kinds of tool and equipment to car y out the works.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Industry Overview and Competition
The foundation business, which comprises piling works, diaphragm wal s, ground improvement, etc., depends particularly on the construction industry. Since early 2012 (after 2011 great flooding), the number of construction projects has continued to rise. As for the public sector, investments in various projects have been undertaken in a more continuous manner, especial y the expansion of the BTS/MRT systems and the construction of other infrastructures. As for the private sector, there has been a continuous increase in condominium supply in urban areas and along BTS/MRT routes. Despite the slowdown in 2nd -3rd quarter due to the impact from the minimum wage increase, the private works have been back to normal level afterward. The construction industry outlook of 2012 has been on an upward trend, the number of projects in the industry has risen to high level and price competition has decreased. In 2013, Clear signs of economic growth appear due to the public sector's policy on spending and investment in MRT systems, flood protection projects and other infrastructures as wel as the continuing private construction and investment. The economic growth rate in 2013, according to the Fiscal Policy of ice, Ministry of Finance, is expected to be at 5.2% (expected range 4.7%-5.7%). As for the bored piling industry which is considered the main source of income of the Company, due to the fact that a number of projects of BTS/MRT lines have been continual y constructed, that the private sector's construction projects have been launched on a continuous basis, and that the government has the policy on investment for the country's ef iciency and competitiveness improvement; the number of construction projects in the market is likely to be on a continued rise for another 3-5 years. As regards the industry outlook, in 2013 the number of construction projects is expected to continue to remain at high level with the price competition being not relatively high. Risk factors from fragile global recovery, changes in government policies and impact from the minimum wage increase for the whole country as wel as domestic political situations due to conflicts between groups of people, however, might cause the economic growth to be slower than expected.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Capital Structure
Shareholders
The shareholders' list as at the closing date of the register book on December 12, 2012 is as fol ow:
Name of shareholders
No. of shares
Sangarayakul Family *
1 25,559,602 6 2.78
Thangwat hanasirikul
3 ,725,000 1 .86
2 ,585,533 1 .29
Thai NVDR Co., Ltd.
2 ,296,266 1 .15
2 ,056,800 1 .03
1 ,530,800 0 .77
Prof. Dr. Natthapol
1 ,163,600 0 .58
1 ,093,386 0 .55
1 ,059,533 0 .53
1 ,000,000 0 .50
Other Shareholders
5 7,929,480 2 8.96
* Sangarayakul family consists of Mr. Chanet, Mr. Bordin, Mr. Vongchai and Mr. Anon Sangarayakul which held the shares in proportion of 39.15, 9.00, 7.40 and 7.23 respectively.
DIVIDEND POLICY
The Company has a policy to pay a dividend at a rate of not less than 40% of net earnings after income tax. However, the
Company may pay less than the specified rate if the Company has to use the earnings to expand the operation, to invest, or to
other objectives according to the approval of the Company's Board of Directors and the re-approval in the shareholders'
meeting.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Management
Management Structure
The Company's management structure is shown in the fol owing organization chart
Board of Director
Executive Board of Director
Remuneration Commit ee
Senior Executive Vice President
Senior Executive Vice President
Senior Executive Vice President
–Engineering & Marketing
–Equipment & Facilities
–Finance & Administration
Executive Vice President –
Vice President –
Executive Vice President –
Equipments & Facilities
Finance & Administration
Vice President - Accounting
Vice President – Human
Vice President - Purchasing
Investor Relation
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
The structure of the Company's commit ees consists of the Board of Directors and three sub-commit ees which are the Audit
Commit ee, the Nomination and Remuneration Commit ee and the Executive Board. Members of each commit ee and the scope
of their authorities are as fol ows:
The Board of Directors
The Company's Board of Directors comprises nine members in which:
•
5 directors are non-executive directors while 4 of them are independent directors
4 directors are executive directors
Their names are as fol ows:
Name - Surname
Position
1. Mr. Seri Chintanaseri
Chairman / Independent Director
2. Mr. Vongchai Sangarayakul
Founder Chairman/Director
3. Mr. Panja Senadisai
Independent Director
4. Mr. Chaipat Sahasakul
Independent Director
5. Mr. Vinit Chovichien
Independent Director
6. Mr. Chanet Sangarayakul
7. Mr. Bordin Sangarayakul
8. Mr. Somsak Viriyapipat
9. Mr. Pisun Sirisuksakulchai
Company Secretary is Ms. Thitima Tiawprateep Remark : Mr.Suwit Udomsab resigned from the Board of Directors on 19th September 2012.
Independent Director
Independent Director is defined by the Company's Board of Directors as fol ows:
1. Holding shares not exceeding 1 percent of the total shares with voting rights of its parent company, its subsidiary, its
associated company or potential conflicting juristic person (provided that any shares held by his or her related person as stipulated in section 258 of securities laws (No.4) 2008 must be taken into account).
2. Not being (at present) nor having been (2 years prior to appointment) an executive director (including the director who
has the same responsibility as management and authorized director except for the signature in transactions approved by the Board of Directors and joint signing with other directors), employee, of icer, monthly paid advisor or control ing person of the Company, its parent company, its subsidiary, its associated company, its paral el subsidiary (subsidiary of the same holding company) or potential conflicting juristic person.
3. Not being a person related by blood or by registration under laws such as father, mother, spouse, sibling and child,
including spouse of child of executive, major shareholder, control ing person or such other persons who wil be nominated to take up the position of executive or control ing person of the Company or its subsidiary.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
4. Not having (at present) nor having had (2 years prior to appointment) a business relationship with the Company, its
parent company, its subsidiary, its associated company or potential conflicting juristic person that might interfere his or her use of independent discretion, including not being (at present) nor having been (2 years prior to appointment) a major shareholder, a director who is not an independent director, or an executive of a person who has a business relationship with the Company, its parent company, its subsidiary, its associated company or potential conflicting juristic person with transaction value equal to or more than 3 percent of net tangible assets (NTA) of the Company; or equal to or more than baht 20 mil ion, whichever is lower. The calculation of such transaction value must include the transaction incur ed during 1 year prior to the date entering into the business relationship with the same person. The aforementioned business relationship includes any trading transaction in the ordinary course of business, taking or granting a lease of real property, any transaction relating to assets or services, and granting or acceptance of financial assistance.
5. Not being (at present) nor having been (3 years prior to appointment) an auditor of the Company, its parent company, its
subsidiary, its associated company or potential conflicting juristic person as wel as not being a major shareholder, a director who is not an independent director, an executive, or a managing partner of the auditing firm employing an auditor of the Company, its parent company, its subsidiary, its associated company or potential conflicting juristic person.
6. Not being (at present) nor having been (2 years prior to appointment) any professional service providers, including a
legal advisor or a financial advisor, obtaining service fees of more than baht two mil ion per annum from the Company, its parent company, its subsidiary, its associated company or potential conflicting juristic person. If a professional service provider is a juristic person, this wil include a major shareholder, a director who is not an independent director, an executive or a managing partner of such professional service provider.
7. Not being a director appointed to represent any director of the Company, a major shareholder or a shareholder who is a
related person to the Company's major shareholder.
8. Not having any other characteristic which makes him or her incapable of expressing an independent opinion with regard
to the Company's operation.
Authority to sign on behalf of the Company
Mr. Chanet Sangarayakul and Mr. Bordin Sangarayakul are authorized to jointly sign their names together with the Company's
seal af ixed to enter into bond on the Company's behalf. Otherwise, one of the aforementioned Directors may jointly sign his
name with either Mr. Vongchai Sangarayakul or Mr. Somsak Viriyapipat or Mr. Pisun Sirisuksakulchai together with the
Company's seal af ixed to enter into bond on the Company's behalf.
Scope of Authorities of the Company's Board of Directors
The Board of Directors has authorities and responsibilities to manage the Company in compliance with laws, objectives and
regulations of the Company, and the legalized resolution passed at the shareholders' meeting. The Board of Directors shal
manage the Company with honesty and careful y look after the Company's benefits. The important authorities and
responsibilities of the Board of Directors are as fol ows:
1. To ar ange the annual general shareholders' meeting within four months after the date ending the Company's fiscal year. 2. To ar ange the Board of Directors' meeting at least once every three months.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
3. To prepare the Company's balance sheet and income statement that would be audited by the external auditor and
submit ed to the shareholders' meeting for consideration and approval.
4. The Board of Directors may delegate authorities to one or many Directors or other persons to perform any duties on its
behalf under its supervision. The Board of Directors may assign them with specific authorities and durations as deemed appropriate and reserve the right to change or revoke those authorities given. The Board of Directors may delegate authorities to the Executive Board to perform any tasks in accordance with the extent of its prescribed authorities. The assigned authorities, however, must not give the Executive Board the opportunity to consider and approve any transactions that he/she or other persons may have interests or conflict of interests of any nature with the Company or its subsidiaries except the transactions that comply with the policy and criteria that are already considered and approved by the Board of Directors.
5. To set goal, direction, policy, plan, and budget of the Company as wel as monitor and supervise the administration and
management of the Executive Board so that it complies with the prescribed policy except for the mat ers required by law to be approved by the resolution of the shareholders' meeting. These mat ers are such as acquisition and deposition of the capital, issuance of the Company's debenture, sale or transfer of ownership of the Company or a significant part thereof to another individual, purchase or transfer of business from other companies, and amendment of memorandum of association or regulations, etc. The Board of Directors' duty is also to supervise the Company so that its business operation complies with the Securities and Securities Exchange Act and the Stock Exchange of Thailand's regulations such as the mat er of related party transactions and the sale and purchase of core assets in accordance with the regulations of the Stock Exchange of Thailand or other laws relevant to the Company's business.
6. To consider the structure of management as wel as the appointments of the Executive Board, Managing Director, and
other commit ees as deemed appropriate.
7. To monitor the Company's operating performance so that it has continual y complied with the prescribed plan and
8. The Director is prohibited from doing business, being partner of the ordinary partnership, being partner with unlimited
liabilities of the limited partnership, or being Director of the private company or other companies which conduct business of the same nature and directly compete with the Company. These mat ers are prohibited whether doing for his/her or other person interests unless the Director notifies the shareholders' meeting prior to the resolution for his/her appointment.
9. The Director must promptly inform the Company about their direct or indirect personal interest in contracts executed by
the Company including debentures and shareholding status, whether increase or decrease, in the Company or its af iliates.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Audit Commit ee
Name - Surname
Position
1. Mr. Panja Senadisai *
Chairman of Audit Commit ee / Independent Director
2. Mr. Chaipat Sahasakul *
Member of Audit Commit ee / Independent Director
3. Mr. Vinit Chovichien
Member of Audit Commit ee / Independent Director
Remark *The Director who has knowledge and experience in reviewing the financial report
Secretary to the Audit Commit ee is Ms. Thitima Tiawprateep
Scope of Authorities of the Audit Commit ee
1. To review the Company's financial reporting process to ensure that it is accurate and adequate;
2. To review the Company's internal control system and internal audit system to ensure that they are suitable and ef icient as
wel as to determine an internal audit unit's independence;
3. To review the Company's compliance with the law on securities and exchange, the Exchange's regulations, and the laws
relating to the Company's business;
4. To consider, select and nominate an independent person to be the Company's auditor, and to propose such person's
5. To approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an
6. To review the connected transactions, or the transactions that may lead to conflicts of interest, to ensure that they are in
compliance with the laws and the Exchange's regulations and are reasonable and for the highest benefits of the Company;
7. To review the Charter of the Audit Commit ee at least once a year and propose to the Board of Directors for
8. To car y out any other tasks as assigned by the Board of Directors and approved by the Audit Commit ee; 9. To prepare, and to disclosed in the Company's annual report, an audit commit ee's report which must be signed by the
Audit Commit ee's chairman and consist of at least the fol owing information required by the Stock Exchange of Thailand; (a) an opinion on the accuracy, completeness and creditability of the Company's financial report, (b) an opinion on the adequacy of the Company's internal control system, (c) an opinion on the compliance with the law on securities and exchange, the Exchange's regulations, or the laws
relating to the Company's business,
(d) an opinion on the suitability of an auditor,
(e) an opinion on the transactions that may lead to conflicts of interest, (f) the number of the Audit Commit ee meetings and the at endance of such meetings by each commit ee member,
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
(g) an opinion or overview comment received by the audit commit ee from its performance of duties in accordance
with charter, and
(h) other transactions which, according to the audit commit ee's opinion, should be known to the shareholders and
general investors, subject to the scope of duties and responsibilities assigned by the Company's Board of Directors;
10. To report the results of the Audit Commit ee's work to the Board of Directors regularly at least once every quarter.
The Nomination and Remuneration Commit ee
Name - Surname
Position
1. Mr. Vinit Chovichien
Chairman of Nomination and Remuneration Commit ee / Independent Director
2. Mr. Vongchai Sangarayakul
Member of Nomination and Remuneration Commit ee
3. Mr. Chaipat Sahasakul
Member of Nomination and Remuneration Commit ee / Independent Director
Remark Secretary to the Nomination and Remuneration Commit ee is Mr.Korn Thongsri.
Mr.Suwit Udomsab resigned from the Board of Directors on 19th September 2012.
Scope of Authorities of the Nomination and Remuneration Commit ee
1. To determine the structure, composition and qualifications of the directors and the president.
2. To select and submit the names of the knowledgeable and experienced candidates who are suitable for the Company's
business to be appointed as the directors and the president in case of vacancy for consideration and approval of the Board of Directors or at the shareholders' meeting as the case may be.
3. To select the Company's representative for positions in subsidiary and/or associated companies. 4. To determine the remuneration structure of the directors and the president such as monthly remuneration, gratuity,
bonus, welfare, meeting fee and other cash and non-cash fringe benefits.
5. To set up the criteria for the president's assessment and present to the Board of Directors' for consideration and
6. To consider the terms and conditions in case of new securities (or war ants) of ered to directors and employees (ESOP)
as wel as to consider and endorse in case that securities are al ot ed to any director or any employee more than 5 % of the total securities to be al ot ed. The Nomination and Remuneration Commit ee wil be eligible to have such endorsement upon the condition that none of the Nomination and Remuneration Commit ee's members is granted the security al otment of more than 5%.
7. The Nomination and Remuneration Commit ee is a sub-commit ee appointed by the Board of Directors for a purpose of
studying and reviewing the assignments. Hence, the Nomination and Remuneration Commit ee is routinely requested to
report its activities to the Board of Directors' meeting subsequent to its meeting and report its performance in the past year to shareholders in the Company's annual report and the annual general meeting of shareholders.
8. To perform any other tasks, as assigned by the Board of Directors, in relation to nomination and remuneration.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
The Executive Board of Directors
Name - Surname
Position
1. Mr. Chanet Sangarayakul
Chairman of Executive Board
2. Mr. Bordin Sangarayakul
Member of Executive Board
3. Mr. Somsak Viriyapipat
Member of Executive Board
4. Mr. Pisun Sirisuksakulchai
Member of Executive Board
Scope of Authorities of the Executive Board of Directors
Duties and responsibilities of the Executive Board of Directors are to administer the Company's usual business practice and
management. Its duties and responsibilities are also to set and submit to the Board of Directors' meeting for consideration and
approval and/or endorsement the policies, business plans, budget, management structure, and power of management
authorities, as wel as the criteria in conducting the Company's business that complies with the economic environment. The
Executive Board of Directors shal investigate and monitor the Company's performance to ensure the compliance with the
prescribed policies. Major duties and responsibilities of the Executive Board of Directors are as fol ows:
1. To set policy, direction, strategy, and core management structure regarding the Company's business conduct and
submit to the Board of Directors for approval.
2. To set business plan, budget, and management authorities and submit to the Board of Directors for approval. 3. To consider the Company's investment project and submit to the Board of Directors for approval. 4. To approve important investment expenditures prescribed in the annual budget as assigned by the Board of Directors or
investment expenditures that are already approved in principle by the Board of Directors.
5. To approve procurement or hiring contracts for the of ice management task in the amount not exceeding Baht 20 mil ion
per transaction.
6. To negotiate and sign contracts, agreements, and documents for the construction projects worth not exceeding Baht 200
mil ion for private sector and Baht 500 mil ion for public sector including the procurement or hiring of those projects that are normal business practices of the Company.
7. To act as the management's advisory commit ee in the mat er of financial policy, marketing, operation and other
administrative duties.
8. To approve the opening or closing of the bank deposit account, to specify the authorized person who shal withdraw
money from the Company's account, as wel as to handle the mat ers concerning the bank deposit account.
9. To conduct any necessary operations to support and protect the Company's benefits.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
According to the regulations of the Securities and Securities Exchange Commission and the Stock Exchange of Thailand, the authorities of the Executive Board shal not include the approval of transactions that member of the Executive Board or other persons may have interests or conflict of interests of any nature with the Company or its subsidiaries (if any). These transactions must be submit ed to the Board of Directors' meeting and/or the shareholders' meeting for consideration and approval as specified by the Company's regulations and other related laws unless it is the approval of transactions that are the nature of the Company's normal business practices and the framework for consideration is clearly set by the Board of Directors.
The Management Executive
Members of the management executive are as fol ows:
Name - Surname
Position
1. Mr. Chanet Sangarayakul
2. Mr. Bordin Sangarayakul
Senior Executive Vice President - Finance & Administration
3. Mr. Pisun Sirisuksakulchai
Senior Executive Vice President – Engineering & Marketing
4. Mr. Somsak Viriyapipat
Senior Executive Vice President - Equipments & Facilities
5. Mr. Siroj Tungkahotara
Executive Vice President - Engineering
6. Mr. Veeratas Chiradechvirot
Executive Vice President - Finance & Administration
7. Mrs. Sureerat Nakaphadungrat
Vice President - Accounting
8. Mr. Korn Thongsri
Vice President - Human Resource
9. Mr. Supachai Rojviroon
Vice President – Purchasing
Scope of Authorities of the President
1. To take responsibilities on daily routine management as wel as control and supervise staf s and employees of the
2. To conduct or operate the Company's business in compliance with the policy, plan, and budget approved by the Board
of Directors and/or the Executive Board.
3. To manage, on behalf of the Company, the Company's business to ful y comply with the prescribed objectives,
regulations, policies, rules, orders as wel as the resolutions of the shareholders' meeting and/or the resolutions of the Board of Directors' meeting and/or the resolutions of the Executive Board's meeting.
4. To approve procurement or hiring contracts for the of ice management tasks in the amount not exceeding Baht 5 mil ion
per transaction.
5. To negotiate and sign contracts, agreements, and documents for the construction projects worth not exceeding Baht 50
mil ion including the procurement or hiring of those projects that are normal business practices of the Company.
6. To hire and determine the remunerations of al the Company's employees as wel as appoint the employer's
representative in the provident fund commit ee.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
However, according to the regulations of the Securities and Securities Exchange Commission and the Stock Exchange of
Thailand, the authorities of the President shal not include the approval of transactions that he/she or other persons may have
interests or conflict of interests of any nature with the Company or its subsidiaries. These transactions must be submit ed to the
Board of Directors' meeting and/or the shareholders' meeting for consideration and approval as specified by the Company's
regulations and other related laws unless it is the approval of transactions that are the nature of the Company's normal business
practice and the framework for consideration is clearly set by the Board of Directors.
The Selection of Directors and Executives
• Composition and Criteria for Selection of the Company's Directors
Composition and selection, appointment, dismiss or termination from the position of the Company's Director is prescribed in the Company's article of association which can be concluded as fol ows. The Company's Board of Directors comprises at least 5 members and not less than half of the Directors must reside in Thailand. Al Directors must meet the qualification required by law. At every annual general meeting, one-third of the Directors, or if the number is not a multiple of three, then the number nearest to one-third shal retire from the of ice. The Directors retiring on the first and second year after the registration of the company shal be drawn by lots. In every subsequent year, the directors who have been longest in of ice shal retire. Directors whose terms expire may be re-elected. The annual meeting of shareholders shal elect members of the Board of Directors in accordance with the fol owing criteria and procedures. 1. Each shareholder shal have one vote for each share he/she holds. 2. Each shareholder shal exercise al votes in electing one or many persons to be Directors, provided that a vote shal not
3. Persons who receive the highest votes are, in descending order, elected to the Board of Directors until the required
number is met. In the case that two or more candidates have an equality of votes but exceed the number of Directors which the meeting of shareholders is to appoint, the presiding Chairman wil cast the deciding vote.
In case of vacancy due to reasons other than expiry of service terms, the Board of Directors shal choose any person who is qualified and not subject to prohibition by law as a replacement director at the next meeting of the Board of Directors, except in the case that the remaining term of of ice of such director is less than two months. The replacement director shal hold the of ice only for the remaining term of the director whom he/she replaces. The resolution of the Board of Directors must be passed by votes of not less than three-fourth of the number of the remaining directors. The meeting of shareholders may pass a resolution to dismiss the director before the expiration of his/her service term with the votes of at least three-fourth of the number of at endant shareholders entitles to vote and at least one half of shares held by the at endant shareholders entitled to vote.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
• Composition and Criteria for Selection of the Audit Commit ee
The Company shal appoint the Audit Commit ee which consists of at least three independent directors. At least one director
must have knowledge or experience in accounting or finance, and have consistent knowledge of events af ecting the changes
in the Company's financial report in order to increase the ef iciency of the Audit Commit ee. The Audit Commit ee shal hold
of ice on a three-year term.
When the term of service expires or there is any circumstance causing any member to be unable to hold of ice until expiration,
thus making the number of commit ee members to be lower than three persons, the Board of Directors or the shareholders'
meeting should appoint the new member to fil up the vacancy immediately or not later than three months from the date of
vacancy to ensure the continual performance of the Audit Commit ee.
• Composition and Criteria for Selection of the Nomination and Remuneration Commit ee
The Company shal appoint the Nomination and Remuneration Commit ee which consists of not less than 3 members. At least
half of the members, including the Chairman of the Nomination and Remuneration Commit ee, must be the independent
directors. The Nomination and Remuneration Commit ee shal hold of ice on a three-year term.
In case of vacancy because of completion of term, or for other reasons than completion of term, the Board of Directors shal
appoint a qualified person as a replacement member within 90 days to ensure that the composition of the Nomination and
Remuneration Commit ee complies with the requirement of the Board of Directors.
• Composition and Criteria for Selection of the Company's Executives
The Board of Directors shal appoint a number of suitable persons to be members of the Executive Board.
Remunerations of Directors and Executives
Year 2011
Year 2012
Position
No. (Person)
Description
No. (Person)
Description
(Mil ion Baht)
(Mil ion Baht)
Meeting Fee, Bonus,
Social Security Fund
Social Security Fund
and Provident Fund
and Provident Fund
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Remunerations of the Directors
Number of Meeting At endance
Year 2012
Name - Surname
Board of Directors Audit Commit ee
Nomination and
Remuneration Commit ee
1. Mr. Seri Chintanaseri
2. Mr. Vongchai Sangarayakul
3. Mr. Panja Senadisai
4. Mr. Suwit Udomsab
5. Mr. Chaipat Sahasakul
6. Mr. Vinit Chovichien
7. Mr. Chanet Sangarayakul
8. Mr. Bordin Sangarayakul
9. Mr. Somsak Viriyapipat
10. Mr. Pisun Sirisuksakulchai
1. Mr.Suwit Udomsab resigned from the Board of Directors on 19th September 2012.
Directors' Remunerations
Year 2011
Year 2012
Name - Surname
Remuneration (Baht)
Remuneration (Baht)
1. Mr. Seri Chintanaseri
2. Mr.Vongchai Sangarayakul2
3. Mr. Panja Senadisai1
4. Mr. Suwit Udomsab2
5. Mr. Chaipat Sahasakul1
6. Mr. Vinit Chovichien1,2
7. Mr. Chanet Sangarayakul
8. Mr. Bordin Sangarayakul
9. Mr. Somsak Viriyapipat
10. Mr. Pisun Sirisuksakulchai
1. Including remuneration as the Audit Commit ee 2. Including remuneration as the Nomination and Remuneration Commit ee. 3. Mr.Suwit Udomsab resigned from the Board of Directors on 19th September 2012.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Corporate Governance
Corporate Governance, as defined by the Stock Exchange of Thailand (SET), is a set of structures and processes of the
relationships between a company's board of directors, its management and its shareholders to develop the company's
competitiveness, growth and shareholder value in long term while taking into account the interests of other company's
stakeholders. The Board of Directors has conducted business in accordance with the concepts of good corporate
governance as defined by the Principles of Good Corporate Governance and the regulations specified by the Securities
Exchange Commission (SEC) in order to promote the Company's management ef iciency and to serve as a basis for
sustainable business development, which are presented in 5 categories as fol ows:
1. Rights of Shareholders
2. Equitable Treatment of Shareholders
3. Role of Stakeholders
4. Disclosure and Transparency
5. Responsibilities of the Board of Directors
Chapter 1 and 2 - Rights and Equitable Treatment of Shareholders
The Company must recognize shareholders' rights and ensure equitable treatment to al shareholders in respect of both
statutory rights, such as the right to at end and vote in shareholders' meetings, the right to approve dividend payment and the
right to specify remuneration for directors; and non-statutory rights such as disclosure of information and news to shareholders
via the Company's website.
With regard to shareholders' meetings, al shareholders are al owed to propose the meeting agendas and the names of
candidate directors to the Company in advance from mid-November prior to the Company's Annual General Meeting of
Shareholders. Additional y, the Board of Directors has set various criteria such as the shareholding percentage of those
proposing candidate directors, support data for consideration, various channels for submission of information and the
submission deadline. Relevant information wil be published through the channel of the SET and details of the said criteria are
also available on the Company's website. The Company's meeting invitation contains supporting information for each agenda
and various proxy forms as wel as a list of independent directors in case any shareholders are unable to at end the meeting but
would like to assign proxy to at end the meeting on their behalf. The Company has posted the meeting invitation and related
at achments in both Thai and English via its website in advance of the meeting so that shareholders can study al information
prior to receiving the invitation.
At the Annual General Meeting of Shareholders, al members of the Board of Directors shal at end the meeting unless having
inevitable mat er. In 2011, al board members at ended the meeting and the meeting Chair, who is also Chairman of the Board of
Directors, informed al the at endees about regulations governing the meeting, enabled the shareholders to use their right to
elect each individual director, as wel as al owed the shareholders to express their opinions and pose any inquiries relating to the meeting or the Company. Furthermore, the Company has encouraged the shareholders to send their questions to the Company in advance via the Company's email.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
After the Company's Annual General Meeting of Shareholders, the meeting minutes shal be prepared for dissemination through
the Company's website within 14 days.
With regards to control of usage of internal information, the Board of Directors has a policy to prevent directors, executives, and
employees from using internal information they may acquire through their status for their own or other persons' benefits. Details
of this policy are presented under the section "Supervision of Inside Information Usage". In addition, the Company has
prescribed measures and procedures on the approval of connected transactions between the Company and its stakeholders or
relevant parties to ensure that the directors who have conflicts of interest or participated in such transactions do not have the
right to vote in the decision making process.
Chapter 3 - Role of Stakeholders
The Company realizes the importance and gives due care to al groups of stakeholders both inside and outside the Company,
such as the shareholders, employees, customers, suppliers and competitors with respect to their legal rights, as wel as
undertakes responsibility for the society and the public. The Board of Directors therefore stipulates a code of business ethics as
guidelines for the Board of Directors, the management team and employees in their operations. It is the duty and responsibility
of everyone to comply with this code. The synopsis is as fol ows:
•
Treatment of Employees: The Company realizes the importance of every employee and ensures that they al receive
equitable treatment in respect of opportunity, compensation and for development of their ability.
Treatment of Customers: The Company stresses the importance of customer satisfaction and confidence by consistently
providing customers with high quality products and services at reasonable prices while maximizing customers' benefits
with integrity and honesty.
Treatment of Suppliers: The Company treats its suppliers equal y and fairly by not charging, receiving or paying any
benefits to or from suppliers unfairly, by strictly complying with the mutual y agreed terms and conditions, and by
developing and maintaining a sustainable relationship with suppliers and contract counterparties through mutual trust.
Treatment of Competitors: The Company competes fairly with al business competitors under the justified framework of
complying with a good business competition practice with morality and not damaging the reputation of its competitors by
making false accusations.
In addition, the Company emphasizes the importance of the social and public responsibility through its compliance with laws and related regulations, management of environment issues, and adoption of safety measures for business operations. With regards to environment, the Company has determined measures to reduce environmental impact at the job sites and the maintenance yard. Furthermore, the Company has promoted the resources and energy saving campaign among employees through reduction in use of electricity, water, and especial y fuel. Our survey shows that the fuel has been used in a more ef icient manner.
In 2012, the Company participated in the "Restoring flooded schools, Building relationships with communities" project initiated by the Commit ee of the Thai Stock Market Flood Relief Fund. The mai-listed Companies Association (maiA) was assigned to
take care of schools requesting to receive assistance from the project. Under the project, the maiA joined forces with schools, local communities and mai-listed companies in restoring school buildings according to the aim of the fund. As part of the project, the restoration of three schools in Pathum Thani province and Nonthaburi province, namely Wat Bang Kudi Thong
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
School, Pathum Thani province; Wat Suthawat School, Pathum Thani province; and Tesaban Wat Lahan School, Nonthaburi province, was completed and the school buildings were handed over to the school authorities on 30 August 2012.
The stakeholders may send their comments or suggestions to the Board of Directors through the Company's secretary via the
Company's website or by mail. If anyone discovers any il egal or unethical acts, inaccurate financial reports or weak internal
control systems, they can inform through the Company's secretary, and the Company wil protect the informants by keeping
their name as confidential. The Audit Commit ee wil then examine the submit ed information and report it to the Board of
Directors.
Chapter 4 – Disclosure and Transparency
The Company discloses al of its important information, both financial and non-financial, via the Company's website. This
includes information about the organization, corporate governance policy, shareholding structure, structure of the Board of
Directors and its commit ees, as wel as news inside and outside the organization, which is mostly available in Both Thai and
English. Shareholders and investors are also provided easy access to the Company's website to download the Annual Report,
the Annual Registration Statement (Form 56-1) and the financial statements. In addition, the Company sets up an investor
relations unit to communicate with shareholders, investors, and securities analysts equal y.
Chapter 5 – Responsibilities of the Board of Directors
The Board of Directors is made up of 9 members, consisting of 4 independent directors, 4 executive directors, and 1 non-
executive director. The structure of the Board of Directors consists of directors with extensive knowledge and experience in
various fields relating to the Company's business, e.g. law, accounting, financial, banking, economics, corporate governance
and engineering. The Company's Board of Directors set up the qualifications of an independent director which are more strict
than the requirements of the SEC and the SET. The Board of Directors directly appoints three sub-commit ees: the Audit
Commit ee, the Executive Commit ee, and the Nomination and Remuneration Commit ee. Al these sub-commit ees have a
scope of authority, responsibility and qualifications as specified by the Board of Directors and report directly to the Board on a
quarterly basis. The Executive Commit ee reports the Company's operating results to the Board of Directors on a monthly basis.
The Board of Directors approves the Company's vision, mission and income projection of the fol owing year as wel as an annual
investment budget. The Board of Directors also revises standards of corporate governance, risk management policy and
transactions that may cause conflicts of interest (if any), and expresses opinions on the adequacy of the internal control system.
Since 2007, the Board of Directors has commenced the performance evaluation in group. Policy and criteria on payment of
directors' remuneration are determined by the Board of Directors and approved by the shareholders. Considerations for
remuneration are based on comparison with the industry and the Company's operating results. The Board of Directors also sets
remuneration for sub-commit ees except for the Executive Commit ee's members and the President who are paid as the
Company's employees. The President's remuneration shal be determined based on performance evaluation by the Nomination
and Remuneration Commit ee (since 2008).
Supervision of Inside Information Usage
The Company has a strict policy prohibiting its directors, executives, and employees who know the inside information from using
that information for his/her own or other person interests. The Company's guidelines on this policy are as fol ows.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
1. The Company informs the directors and executives about the use of inside information and obligations to report their
trading of Company's and its subsidiaries' stock including the trading executed by their spouses and dependents that have not come of age. They are also informed about the relevant penalties thereof according to the Securities and Securities Exchange Act B.E.2535 and its amendment as wel as the regulations of the Stock Exchange of Thailand.
2. It is an obligation of directors and executives to prepare the report of their ownerships of the Company's stock, including
those stocks owned by their spouses or dependents that have not come of age, and submit to the Securities and Securities Exchange Commission. The report should be as fol ows. •
Report the first ownerships of stock (Form 59-1) within 30 days after the public of ering closing date or the day that they are appointed to be directors or executives.
Report the changes of stock ownerships (Form 59-2) from buying, sel ing, or transfer ing of stocks within 3 days after buying, sel ing, or transfer ing of those stocks. On the day that they submit the report to the Securities and Securities Exchange Commission, a copy must be sent to the Company.
3. Directors, executives, and employees who know the significant inside information which may af ects the changes in stock
prices shal be acknowledged by the Company that they must stop buying or sel ing of the Company's stock one month prior to the disclosure of Company's operating result (the Company wil declare its operating result within 45 days after the end of quarter and within 60 days after the end of accounting year) or prior to the day those inside information were disclosed to general public.
4. The Company prepared the Code of Ethics handbook with details prohibiting directors, executives and staf s to use
inside information for buying or sel ing the Company's stock or to give any inside information to other persons for buying or sel ing the Company's stock.
If the Company found that any directors, executives or employees who knew the significant inside information violated the
Company's Code of Ethics relating to usage of inside information and caused damage to the Company or its image, the
Company would undertake the proper actions including but not limited to cooperate with relevant supervisory agencies to
undertake necessary legal actions.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Internal Control
The Company has always realized the importance of the internal control system and hired Chayot Co., Ltd. as
the Company's independent internal auditor since June 2005 the specialist that provides services for internal
audit and accounting system set up. It is hired to advise and design the Company's accounting system, to
assess the internal control system and to with as the fol owing duties and responsibilities: • Prepare the Company's annual audit plan. • Review and provide recommendations to various departments regarding appropriate internal control. • Prepare a report of the audit results in accordance with the audit plan and submit to the Audit
Commit ee at least once every quarter.
• Prepare and report the results of the Company's risk assessment and adequacy of the internal control
system to the Audit Committee
• Oversee the internal control system to ensure compliance with the regulations prescribed by the Stock
Exchange of Thailand and the Securities and Exchange Commission.
In 2012, there were no significant issues reported from the internal and external auditors, the Audit Commit ee
acknowledged and provided suggestions on the independent internal auditor and external auditor's notes
and recommendations as wel as results of the cor ections conducted by the Company. In addition, at the
meeting of the Company's Board of Directors No. 5/2012 held on November 14, 2012 which were at ended by
al three members of the Audit Commit ee, the Board assessed the Company's internal control system by
considering reports from the Company's independent internal auditor and report from the Company's
executives as well as the responses of the Company's executives to the inter ogations. Assessment of the
Board on five issues of the Company's internal control system regarding the organization and environment,
risk management, control of executive's operation, information system and data communication, and
monitoring system can be concluded that the Company's internal control was adequate.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Risk Factors
Price Volatility and Supply Availability of Raw Materials
Main raw materials required for the Company's operations include concrete, rebar, cement, diesel and bentonite/polymer. As
regards the trends of main raw materials in 2012, concrete prices have been on a continued rise since the beginning of the year
due to an increasing demand for concrete in the construction industry. In the past year, diesel prices have been fairly stable
from the domestic price-fixing policy despite some slight price swings in response to situations during a particular period. For
rebar prices, there has been lit le movement in 2012 due to the fact that the global economic slowdown has led to stable
demand for rebar.
However, in order to reduce the impact in long term, the Company has always conducted a policy to reduce the risk of price
volatility and supply availability by preorder, in whole, some of raw materials such as steel to be used. In some cases such as
concrete and bentonite, the Company would enter into the short-term agreement to lock the purchase price for a certain period.
Since the Company's projects general y require only 2 – 6 months to complete, a chance that the Company would confront with
the price volatility is rather limited. Moreover, the fluctuation of foreign exchange rate does not have significant ef ect because
most major raw materials could be purchased domestical y.
Regarding the diesel price in which the purchase price cannot be locked in advance, the Company has a policy to al eviate the
ef ect of diesel price by campaigning for reduction of diesel usage at the job sites as wel as increasing the production
ef iciency. In addition, the Company wil adjust the sel ing price if necessary in consideration with the competitiveness factor.
Inability to Secure New Projects Upon the Completion of Existing Projects
Foundation construction general y requires approximately 2-6 months to complete and at most 10-12 months for large-scale
projects. Therefore, acquiring new projects to replace the nearly completed projects is necessary to maintain steady income
and growth.
In 2012, the foundation industry has been expanding continuously despite the slowdown the private sector in the 2nddue to the
impact of the minimum wage increase. The industry outlook for 2012 showed that the number of projects in the market was
close to with the production capacity in the industry, hence benign price competition. This was due to the investment policies to
improve the country's ef iciency and competitiveness issued by the public sector such as lunching of various BTS/MRT projects
as wel as steady launches of projects by the private sector. The Company expects that it wil benefit from mega-infrastructure
projects as wel as construction projects according to Thailand's economic recovery and flood prevention plans which wil be constructed for another 3-5 years and wil help reduce this risk. The Company has also made continuous ef orts to further improve its ability to acquire new projects, resulting in its customer base growing every year.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Losing Skil ed and Experienced Personnel in Foundation Works
The Company's operation requires experienced personnel who have knowledge and skil in foundation works such as planning,
construction techniques, client liaison, usage of machines and equipments, as wel as machinery maintenance. Losing key
personnel such as executives or proficient engineers might af ect the Company's performance.
However, the Company has a policy to provide a reasonable welfare and remuneration to the employees as wel as the regular
training programs to improve their abilities and to keep them with the Company in long term. With a good personnel
management system, the Company could rotate personnel for any vacant positions without af ecting the operation.
Delay of Project Completion
Risk from the project delay may arise from the client's end such as late handover of construction area or late approval on
important mat ers. In some cases, when the owner delays to handover the construction area, a stand-by fee would be granted to
the Company. The project delay could adversely af ect the construction period and expenditure. In order to al eviate this risk,
the Company constantly col aborates with clients and shal transport the machines and equipments onto the job site only after
the area is ready for construction.
On the other hand, the delay may cause by the Company's end such as shortage of raw material supplies. If the Company is
unable to deliver the project on the agreed date, it may be subjected to a penalty fee. In this case, the Company al eviates the
risk by preordering, in whole, some necessary materials after signing the contract. Moreover, the Company may increase its
manpower and machinery to expedite the construction if necessary.
Lawsuits or Claims due to Damages from Construction
Damages of the structures may occur from several reasons such as er ors in a design or poor quality of construction. These
may lead to damages or injuries. Such occur ences may result in lawsuits or claims against the Company.
Once the project is completed, the Company shal provide the quality assurance by issuing a maintenance bond or a company
guarantee let er for a period of 1-2 years. In the past, there were no damages of the structure in the projects that the Company
constructed, and the Company has never been subjected to any violent claims because the Company has a high standard of
quality control system to minimize a chance of having damages from construction process. In addition, the Company has a
policy to have a contractor's al risk insurance during construction to reduce the risk and impact if there is any damage from
operation.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Risk from Uncol ectible Accounts Receivable (Credit Risk)
In light of the economic conditions including fluctuations of various external factors such as exchange rates, prices of raw
materials in the category of oil and metal ores, inflation rates, economic crisis in Europe and America, etc. as wel as domestic political
problems which may adversely af ect the government's stability in the future and thus the real estate and construction business sector;
this wil give rise to liquidity problems of certain customers of the Company and possible impacts on their debt servicing ability.
In order to reduce the risk of unpaid debts, the Company shal examine financial status and reputation of its customers
prior to accepting any engagement. In some cases, the Company may request for a payment guarantee prior to the
beginning of operations such as advance payment, a let er of bank guarantee or avals. The Company shal set up an
al owance for doubtful accounts for expected uncol ectible debts, fol ow up debt col ection until the case is final and
further pursue legal action as deemed necessary.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Management's Explanation and Analysis
Overview of the Operations in 2012
In 2012, the investors' confidence was recovered after the domestic political situation has become more stable. Also, various
economic stimulus projects by the public sector have been continuously launched. Regarding the high oil price situation, it stil
stimulated the demand for condominium projects in high potential locations such as areas nearby MRT stations Thus, the overal
performance of the foundation construction business was stil in the growth trend except for 2nd-3rd quarter due to the impact of
the minimum wage increase.
In 2012, the Company and the Subsidiary earned revenues from construction works in the total amount of Baht 1,089.93 mil ion
which were divided into 67.08 % of private projects and 32.92 % of government projects.
As regards the Company's costs, despite fluctuations in labour costs and material prices during the year caused by the
government's policy to increase daily minimum wage to Baht 300 starting from April 2012 onwards, the Company was slightly
af ected by the said fluctuations as the bored pile works did not take much time to complete and the Company was able to
adjust the prices of new projects to reflect changing costs. There were only certain projects which were af ected due to the
relatively long construction period such as the drainage canal improvement projects, for which the company entered into
contracts with government authorities (The Company subcontracted construction services to its Subsidiary) and the Company
was unable to make adjustments to prices specified by the government authorities. These projects also suf ered from the great
floods in 2011 and were af ected by the flood prevention measures in 2012. In addition, the construction sites had undergone
some dif iculties such as people trespassing, hence project delays. Nonetheless, the subsidiary revised the budgeted
construction costs of these projects to reflect the cur ent condition and set aside a reserve for losses expected to arise from
such project construction chal enges.
Operating Results
In 2012, the Company and the Subsidiary had revenues from construction works in the total amount of Baht 1,089.93 mil ion
which increased by Bath 145.16 mil ion or 15.16% from the previous year For the government sector, the important projects
were the Siam Square Block E & D2 project, the MRT purple line project, the Klong Lane Pane's Drainage System project, the
Klong Kruay Pumping Station project, the Klong Song Kratium's Flood Protection project, the Klong Tasad's Flood Protection
project, the Klong Wat Yannawa's Flood Protection project . For the private sector, the important projects were the AIA Sathorn
Building project, the AIA Ratchadapisek Building project, the Show DC Rama IX project, the Starview Condominium project, the
TC Green project, the IDEO MOBI project, the Circle Living Prototype project, various LPN project, ect.
The project costs comprised of wages, construction materials, depreciation, consumables and other expenses required in production process in sequence of the amount of cost. The price of construction materials for foundation works such as
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
concrete, cement, rebar, diesel and bentonite / polymer slur y was subject to change in accordance with the market and economic situation. In 2012 the Company and its Subsidiary had costs from construction works of Baht 968.71 mil ion, increasing Baht 192.37 mil ion or 24.78% from the previous year. This translated into the percentage of cost to revenue from construction works at 88.88%.
In 2012, the Company and the Subsidiary had the sel ing and administrative expenses amounted to Baht 52.23 mil ion of which Baht 45.37 mil ion was incur ed by the Company, showing a decrease of Baht 10.37 mil ion or 18.60% from the previous year. The other Baht 6.86mil ion was incur ed by the Subsidiary.
In 2012, the Company's net profit was Baht 77.66 mil ion, showing an increase of Baht 2.60 mil ion or 3.46% from the prior year. The earnings per share was Baht 0.39. The Company and the Subsidiary's net profit was Baht 64.23 mil ion (excluding loss of minority interest in the Subsidiary amounting to Baht 27.60 mil ion) showing a decrease from Baht 75.65 mil ion of the previous year (excluding profit of minority interest in the Subsidiary amounting to Baht 0.57 mil ion).
Financial Position
As of December 31,2012, the Company and the Subsidiary's total assets were Baht 842.09 mil ion comprising cur ent assets of
Baht 590.22 mil ion, increasing Baht 102.44 mil ion from the prior year, and non – cur ent assets of Baht 251.87 mil ion,
increasing Baht 10.32 mil ion from the previous year. Such increase in cur ent assets was mainly from cash and cash
equivalents of Baht 11 mil ion, from trade accounts and notes receivable of Baht 59 mil ion, from unbil ed accrued income of
Baht 30 mil ion and from other items of Baht 2 mil ion. Return on assets in 2012 was 4.66%.
Regarding liabilities as of December 31, 2012, the Company and its subsidiary had the total liabilities of Baht 423.87 mil ion comprising cur ent liabilities of Baht 405.99 mil ion, higher than that of the previous year approximately Baht 96.17 mil ion. This was mainly from an increase of Baht 20.5 mil ion in bank overdrafts and short-term loans, from trade accounts and note payable of Baht 62.09 mil ion and from other items of Baht 13.58 mil ion. Non-cur ent liabilities was Baht 17.88 mil ion showing a decrease of Baht 4.55 mil ion from the previous year. Such decrease were mainly from long-term loan from bank and liabilities under hire-purchase agreement of Baht 3.80 mil ion and from other items of Baht 0.75 mil ion.
In regard to shareholders' equity as of December 31, 2012, the consolidated financial statements showed shareholders' equity of Baht 418.22 mil ion of which Baht 408.27 mil ion belonged to the Company, higher than that of the previous year which was Baht 384.03 mil ion. During the year, the Company gave a cash dividend payment of Baht 40 mil ion. The total debt to equity ratio was 1.01 and the return on equity was 8.98%.
Audit Fee
In 2012, the audit fee of Baht 820,000 was paid to the auditor of Grant Thornton Limited, comprising the audit fee for the
Company of Baht 620,000 and for the Subsidiary of Baht 200,000. There was no other non-audit fee paid to the auditor, the
auditing firm employing the auditor and any person or any entity related to the auditor and such auditing firm. The
aforementioned fee excluded out-of-pocket expenses such as printing of financial statements, transportation, etc., which were
charged on actual costs but not exceeding 10% of the audit fee.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Connected Transactions
In doing business, the Company has related-party transactions with its subsidiary. Information and details of
the related-party transactions are disclosed in Note 5 of the Financial Statements for the Year Ended 31st
December 2012.
Measures or Procedures on the Approval of the Connected Transactions
After the Company was listed on the Market of Alternative Investment (mai), the Board of Directors has
supervised the Company to ensure compliance with the Securities and Securities Exchange Act, rules,
notifications, orders, or regulations prescribed by the Stock Exchange of Thailand including the regulations
regarding the disclosure of information on the connected transaction and the acquisition or disposition of the
Company's asset. If the Company enters into a connected transaction with person who may have conflict, interest, or may cause
conflict of interest in the future, the Audit Commit ee shal advise on the necessity of the transaction and
suitability of its price. The advice would base on the terms and conditions of the normal business practice in
the market and the price would be compared with the market price. In case that the Audit Commit ee does not
have skil to consider the particular connected transaction, the Company shal appoint the independent expert
or the Company's external auditor to provide comments on that transaction to be used for the decision of the
Board of Directors, and/or the Audit Commit ee and/or the shareholders whatever the case may be. The
Company shal disclose the connected transactions in the note accompanying the financial statements that
are audited or reviewed by the Company's external auditor. The Company has complied with the regulations of the Stock Exchange of Thailand and its amendments
regarding the connected transaction and/or the acquisition and disposition of asset of the listed company as
wel as the disclosure of information to the Company's shareholders, general investors, and relevant agencies
including the Stock Exchange of Thailand. The regulations also include the approval from the Board of
Directors' Meeting and/or the meeting of shareholders as prescribed by the Stock Exchange of Thailand. In
addition, directors or shareholders who have conflicts of interest or participate in such transactions do not
have the right to vote in the decision making process.
Policy or Trend on the Connected Transaction Including the Acquisition and Disposition of Asset in the
Future
The connected transaction that might happen in the future must comply with the measures prescribed earlier.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Statement of the Board of Directors' Responsibilities
Under the Public Limited Companies Act B.E. 2535, the Accounting Act B.E. 2543, the Securities and Securities Exchange Act
B.E. 2535, and the Notifications of the Securities and Securities Exchange Commission regarding the principles, conditions and
methods for disclosure of financial statements and performance of companies issuing securities, it is a duty and responsibility of
the Board of Directors of the Company to prepare appropriate and actual financial statements of the Company in order to show
its financial position and performance for the past year.
The Company's management has prepared the financial statements in accordance with the General y Accepted Accounting Principles, having chosen appropriate accounting policies and upheld them with consistency. Careful consideration and best estimation have also been used for such preparation and for the disclosure of material and adequate information in the notes accompanying the financial statements.
The Company's financial statements have been examined by an auditor from Grant Thornton Limited. Such auditor has been provided with information and documents to enable them to audit and express opinion in compliance with the auditing standards. The auditor's opinion is presented in the auditor's report which is a part of this annual report.
Being wel aware of its duties and responsibilities to ensure the ef ective oversight of the financial statements, the Board of Directors has appointed the Audit Commit ee from qualified persons to oversee that the Company's financial statements be prepared cor ectly and completely and that appropriate accounting policies be adopted and consistently fol owed. Also, the Audit Commit ee has to review the internal control system to significantly prevent or reduce risk of any fraud or abnormalities, as wel as to ensure its adequacy and ef ectiveness to safeguard the Company's assets. The Audit Commit ee's opinion is presented in the Statement of the Chairman of the Audit Commit ee which is a part of this annual report.
From the practice and supervision as mentioned above, the Board of Directors is of the opinion that the financial statements of Pylon Public Company Limited, as of December 31, 2012, present the Company's financial position and operating results in a cor ect and reliable manner in compliance with the General y Accepted Accounting Principles and al relevant governing laws and regulations.
(Mr. Seri Chintanaseri)
(Mr. Chanet Sangarayakul)
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Statement of the Audit Committee
The Company's Audit Commit ee consists of 3 independent directors possessing ful qualifications in compliance with the
Notification of the Securities and Exchange Commission (SEC). Mr.Panja Senadisai is Chairman and Mr.Chaipat Sahasakul and
Mr.Vinit Chovichien are the other members of the Audit Commit ee. The term of of ice of the Audit Commit ee is 3 years.
The Audit Commit ee has performed work in accordance with the scope of responsibilities as assigned by the Board of
Directors and as prescribed in the Audit Commit ee's Charter which is in compliance with those specified by The Stock
Exchange of Thailand (SET): The Audit Commit ee' s Qualification and Scope of Duties and Responsibilities B.E. 2551. The Audit
Commit ee regularly reports the Commit ee's Minutes of Meeting to the Board of Directors
In 2012, a total of 5 Audit Commit ee's meetings were held with al members present at every meeting. The meetings were
conducted to consider and proceed with the fol owing mat ers:-
1. Review of financial reporting
The Audit Commit ee has reviewed the quarterly and annual financial statements for the year 2012 in col aboration with the auditor and the management. This is to give assurance that the Company's financial statements are in compliance with the general y accepted accounting principles according to the Accounting Act B.E. 2543 and the relevant notifications of the Securities and Exchange Commission and the Stock Exchange of Thailand, and that the disclosure of information is made in an adequate, complete, timely and reliable manner which is beneficial to and supports decisions made by shareholders and general investors as wel as aligns with applicable laws and notifications. The Audit Commit ee has also supported and monitored the compliance with the International Financial Reporting Standards (IFRS) in accordance with the guidelines specified by the Federation of Accounting Profession and the Of ice of Securities and Exchange Commission. In addition, in 2012 the Audit Commit ee held one meeting with the auditor without the participation of the management to ensure that the auditor independently performed his/her duties.
2. Review of the adequacy and appropriateness of internal control system
The Audit Commit ee has reviewed the adequacy and appropriateness of the internal control system by considering the reports of the Internal Audit Department and the external auditor. The auditor has mutual y agreed that no significant operational faults were identified in 2012. In addition, the Audit Commit ee has considered the result of the evaluation of the internal control system of the Company and its subsidiary as wel as the questions used in the evaluation form prepared according to the guidelines specified by the Commit ee of Sponsoring Organizations of the Treadway Commission (COSO), the Securities and Exchange Commission and the Stock Exchange of Thailand. According to the evaluation result for 2012, the internal audit function is independent and the internal control system of the Company is adequate, appropriate and ef ective.
3. Supervision of internal audit operations
The Audit Commit ee has considered and selected Chayot Co., Ltd. to be an independent internal auditor for
another year as wel as approved the internal audit scope and plan for the year 2013 whereas the internal auditor shal report the result directly to the Audit Commit ee.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
4. Review of the Company's compliance with the laws regarding securities and stock exchange, requirements of
the Stock Exchange of Thailand or laws relevant to the Company's business
The Audit Commit ee has reviewed if the Company has in place the processes to ensure that the operations are in compliance with the laws regarding securities and stock exchange, requirements of the Stock Exchange of Thailand and the Securities and Exchange Commission as wel as laws relevant to the Company's business.
5. Connected transactions or transactions which may involve a conflict of interest
The Audit Commit ee has reviewed the Company's disclosure of information in the case of any connected transactions or transactions which may involve a conflict of interest to ensure that the information is cor ectly and completely disclosed in the notes to the annual and quarterly financial statements and that the transactions incur ed are reasonable, beneficial to the Company and are in compliance with the business conditions and requirements of the Securities and Exchange Commission.
6. Consideration, selection and nomination of an independent person for appointment as the auditor of the
The Audit Commit ee has reviewed the operations of the auditor from Grant Thornton Limited and opined that the auditor performed professional duties in an independent, impartial and timely manner, thoroughly understood the Company's business and has duly been granted approval from the Securities and Exchange Commission. It is therefore deemed appropriate that Mr. Somkid Tiatragul, CPA License No. 2785 or Mr. Kosol Yamleemul, CPA License No. 4575 of Grant Thornton Limited should be nominated as the auditor of the Company for the year 2013 and that the mat er should be proposed to the Company's Board of Directors for consideration and further submission to the Meeting of Shareholders for approval.
7. Review of risk management
The Audit Commit ee has reviewed risk management operations with the management and the internal auditor and opined that the management has in place appropriate and adequate risk management policies and has managed risks to remain within an acceptable level.
8. Review of good corporate governance
The Audit Commit ee has reviewed the Company's compliance with the good corporate governance principles with the management and supported the establishment of the channel of whistle-blowing or filing of complaints regarding il egal or unethical acts, inaccurate financial reporting or internal control system faults through the Audit Commit ee or the corporate secretariat for further submission to the Company's Board of Directors atn this regard, the Company wil provide protections for whistle-blowers by not disclosing their names. In 2012, the Company has not received any complaints from interested parties. Also, according to the result of the report on good corporate governance of listed companies for the year 2012 prepared by the Thai Institute of Directors Association (IOD) and supported by the Stock Exchange of Thailand and the Securities and Exchange Commission, the Company's overal average score is at a very good level.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
9. Annual review and amendment of the Audit Commit ee Charter
The Audit Commit ee shal review the Audit Commit ee Charter to ensure that the past year's operations were undertaken completely as assigned and the duties and responsibilities were in alignment with the good practices by the SET.
10. The Audit Commit ee reported its work performance to the Board of Directors for acknowledgement at least
Based on the Audit Commit ee's performance of duties as mentioned above, the Audit Commit ee was of the opinion that the Company adopted an adequate and appropriate internal control system, that the Company put in place the appropriate procedures to ensure that the Company's operations are in compliance with relevant laws, and that the preparation and disclosure of information in the financial reports of the Company were cor ect, complete, reliable, and in a timely manner as wel as disclosed connected transactions or transactions which may involve a conflict of interest in a cor ect and complete manner .
(Mr. Panja Senadisai)
Chairman of the Audit Commit ee
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Statement of the Nomination and Remuneration Committee
The Company's Nomination and Remuneration Commit ee consists of 2 independent directors and 1 non-executive director
possessing ful qualifications in compliance with the Notification of the Securities and Exchange Commission (SEC). Mr. Vinit
Chovichien is Chairman and Mr. Chaipat Sahasakul and Mr. Vongchai Sangarayakul are the other members of the Nomination
and Remuneration Commit ee. The term of of ice of the Nomination and Remuneration Commit ee is 3 years.
The Nomination and Remuneration Commit ee has performed work in accordance with the scope of responsibilities as assigned
by the Board of Directors and as prescribed in the Nomination and Remuneration Commit ee's Charter. In 2012, a total of one
Nomination and Remuneration Commit ee's meetings were held with al members present at each meeting. The meetings were
conducted to consider and proceed with the fol owing mat ers:-
1. Considered the structure, composition, and qualifications of directors.
2. Considered, selected, and nominated a person equipped with the qualifications, knowledge, and capability suitable to the
Company's business for the director position and for proposal to the Board of Directors for consideration and endorsement and then at the shareholders' meeting for consideration on appointment.
3. Considered the al ocation of directors' remuneration for the 2011 operating results within the amount limit as approved by
the shareholders and in compliance with the specified al ocation criteria.
4. Evaluated the president's performance for the year 2011, calculated his remuneration in accordance with the specified
criteria, and proposed the results to the Board for Directors for endorsement.
5. Considered the budget of directors' remuneration, consisting of monthly remuneration, bonus, and meeting fees for the
year 2012 by taking into account the average remuneration of the same industry, the average remuneration of the Market for Alternative Investment (mai), workloads and the scope of responsibilities of the Board of Directors, for proposal to the Board of Directors and then at the shareholders' meeting for approval.
6. Considered the criteria for assessing the president's performance and set ing his remuneration for the year 2012 and
proposed that to the Board of Directors for endorsement.
7. Reviewed and amended the Nomination and Remuneration Commit ee's Charter so as to enhance its coverage and clarity
in cor espondence with amendments to law.
Based on the Nomination and Remuneration Commit ee's performance of duties as mentioned above, the Nomination and Remuneration Commit ee was of the opinion that the Company selected and nominated the person having ful qualifications in compliance with the Securities and Exchange Act and relevant business laws by taking into account his/her knowledge, capability, and experience suitable for such a director position. The Commit ee also considered that the Company had in place the proper structure and composition of the Board of Directors and that the Company appropriately set the directors' remuneration in compliance with the specified criteria and within the amount limit as approved by the shareholders' meeting. Additional y, the Nomination and Remuneration Commit ee reported its work performance to the Board of Directors for acknowledgement after every meeting.
(Mr.Vinit Chovichien)
Chairman of Nomination and Remuneration Commit ee
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
REPORT OF INDEPENDENT AUDITOR
To the Shareholders of Pylon Public Company Limited
I have audited the accompanying consolidated financial statements of Pylon Public Company Limited and subsidiary
comprising the consolidated statement of financial position as at 31 December 2012, and the related consolidated statements of
comprehensive income, changes in shareholders' equity and cash flows for the year then ended including notes disclosures
summarizing significant accounting policies and others. I have also audited separate statements of financial statement of Pylon
Public Company Limited comprising the separate statement of financial position as at 31 December 2012, and the related
statements of comprehensive income, changes in shareholders' equity and cash flows for the year then ended, including notes
disclosures summarizing significant accounting policies and others.
Management's responsibility
The Company's management is responsible for the preparation and the fair presentation of these financial statements in
accordance with Thai Financial Reporting Standards. This responsibility includes the establishment of necessary internal control
relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or er or.
Auditor's responsibility
My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance
with Thai Standards on Auditing. Those standards require that I perform the audit under ethical requirements which include
planning and performing procedures to obtain reasonable, but not absolute, assurance whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidences about the amounts and disclosures in the financial
statements. The selected audit procedures depend on the auditor's assessment of the risks of material misstatement of the
financial statements, whether due to fraud or er or. As part of risk assessments, the auditor considers internal control relevant to
the Company's preparation and presentation of the financial statements as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the ef ectiveness of the Company's
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as wel as evaluating the overal financial statement presentation and disclosures.
I believe that the audit evidences that I have obtained is suf icient and appropriate to provide a reasonable basis for my opinion
on the financial statements.
In my opinion, the financial statements refer ed to above present fairly, in al material respects, the consolidated financial
position as at 31 December 2012 and the consolidated results of operations and cash flows for the year then ended of Pylon
Public Company Limited and subsidiary, and the separate financial position as at 31 December 2012 and the results of
operations and cash flows for the year then ended of Pylon Public Company Limited in accordance with Thai Financial
Reporting Standards.
Mr. Somckid Tiatragul
Certified Public Accountant
Registration No. 2785
Bangkok, Thailand 22 February 2013
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED AND SUBSIDIARY
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012 AND 2011
(Unit : Baht)
SEPARATE F/S
Cash and cash equivalents
Temporary investments
Trade accounts and notes receivable - net - general customers
- subsidiary company
Unbil ed accrued income
Other receivable - subsidiary company
Short-term loan to subsidiary company
Contracted construction work in progress
Spare parts and supplies inventories
Retentions receivable - net
Advances for purchases of supplies
Advances for subcontract work - subsidiary comp 5
Other cur ent assets
Total Cur ent Assets
NON - CURRENT ASSETS
Restricted deposits with banks
Investment in subsidiary company - net
Property, plant and equipment - net
Deposits and guarantees
Refundable income tax deducted at sources
Total Non - Cur ent Assets
TOTAL ASSETS
The accompanying notes form an integral part of these financial statements.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED AND SUBSIDIARY
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012 AND 2011
(Unit : Baht)
SEPARATE F/S
LIABILITIES AND SHAREHOLDERS' EQUITY
Bank overdrafts and short - term loans
Trade accounts and notes payable
Cur ent portion of ;
- Long - term loans from bank
- Liabilities under hire - purchase agreeme 16
Retentions payable
Retentions payable - subsidiary company
Accrued expenses - subsidiary company
Deposits from customers
Provision for loss on construction project
Other cur ent liabilities
Total Cur ent Liabilities
NON - CURRENT LIABILITIES
Long - term loans from bank - net
Liabilities under hire - purchase agreements - 16
Liabilities under employee benefits obligation 17
Total Non - Cur ent Liabilities
The accompanying notes form an integral part of these financial statements.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED AND SUBSIDIARY
STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012 AND 2011
(Unit : Baht)
SEPARATE F/S
LIABILITIES AND SHAREHOLDERS' EQUITY (Contimued)
SHAREHOLDERS' EQUITY
Share capital – common share at Baht 1 par value
- Authorized 300,000,000 shares (2011 : 200,000,000 shares)
- Issued and paid - up 200,008,000 shares (2011 : 200,000,000 shares)
Retained earnings
- Appropriated for legal reserve
Total equity of the Company's shareholders
Non-control ing interests
Total Shareholders' Equity
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 8
The accompanying notes form an integral part of these financial statements.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED AND SUBSIDIARY
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011
(Unit : Baht)
Shareholders' equity of Company
Total Equity of
CONSOLIDATED F/S
Balance as at 1 January 2011, - as previously reported
Cumulative ef ect of changes in accounting policy for employee benefits obligation
Balance as at 1 January 2011 - after adjustment
Comprehensive income for the year
Appropriated for legal reserve
Balance as at 31 December 2011
Balance as at 1 January 2012
Share increment of subsidiary during the year
Share increment during the year
Comprehensive income (loss) for the year
Appropriated for legal reserve
Balance as at 31 December 2012
The accompanying notes form an integral part of these financial statements.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED AND SUBSIDIARY
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011
(Unit : Baht)
SEPARATE F/S
Balance as at 1 January 2011, - as previously reported
Cumulative ef ect of changes in accounting policy
for employee benefits obligation
Balance as at 1 January 2011 - after adjustment
Comprehensive income for the year
Appropriated for legal reserve
Balance as at 31 December 2011
Balance as at 1 January 2012
Share increment during the year
Comprehensive income for the year
Appropriated for legal reserve
Balance as at 31 December 2012
The accompanying notes form an integral part of these financial statements.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011
(Unit : Baht)
SEPARATE F/S
Cash flows from operating activities
Income before income tax
Adjustments to reconcile income before income tax to net cash provided from (used in) operating activities
Al owance for employee benefits
Gain from sale of equipment
Loss from writen-off of equipment
Al owance for loss on construction projects
Al owance (reversal of allowance) for doubful accounts
Al owance for impairment of investment in subsidiary
Cash provided from operations before changes in operating
assets and liabilities
Decrease (Increase) in operating assets
Trade accounts and notes receivable
Unbil ed accrued income
Other receivable - subsidiary company
Contracted construction work in progress
Spare parts and supplies inventories
Retentions receivable
Advances for purchases of supplies
Advances for subcontract work - subsidiary company
Other current assets
Deposits and guarantees
Refundable income tax deducted at sources
Increase (Decrease) in operating liabilities
Trade accounts and notes payable
Other payable - subsidiary company
Retentions payable
Retentions payable - subsidiary company
Accrued expenses - subsidiary company
Deposits from customers
Other current liabilities
Employee benefits paid
Cash provided from operations
Net cash provided from operating activities
The accompanying notes form an integral part of these financial statements.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED AND SUBSIDIARY
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011
(Unit : Baht)
SEPARATE F/S
Cash Flows from investing activities
Increase in restricted deposits with banks
Increase in investment in subsidiary
Decrease (increase) in temporary investments
Decrease (increase) in short-term loan to subsidiary
Acquisition of fixed assets
Proceeds from sales of fixed assets
Net cash used in investing activities
Cash flows from financing activities
Increase (decrease) in bank overdrafts and short-term loans 2 0,569,977
Repayment of short -term loans from director
Proceed from short - term loan from director
Proceed from long - term loans
Repayment of long - term loans
Repayment of liabilities under hire - purchase agreements
Proceeds from share increment
Proceeds from share increment of subsidiary
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosures for cash flows information
Non - cash item :
- For the year ended 31 December 2012 The Company acquired machinaries and vehicles totaling Baht 15.50 milion of which Baht 5.28 milion was under hire - purchase agreem The Subsidiary acquired vehicles for Baht 0.83 milion of which Baht 0.64 milion was under hire - purchase agreements.
- For the year ended 31 December 2011 The Company acquired machinaries and vehicles for Baht 24.94 milion of which Baht 11.51 milion was under hire - purchase agreement The Subsidiary acquired vehicles for Baht 1.80 milion of which Baht 1.14 milion was under hire - purchase agreements.
The Company and subsidiary recognised provision for employee past service benefits as at 1 January 2011 by adjusting the past service c 57
retained earnings of Baht 4.88 milion for consolidated financial statements and of Baht 4.28 milion for the separate financial stateme
The accompanying notes form an integral part of these financial statements.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
PYLON PUBLIC COMPANY LIMITED AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2012 AND 2011
1. GENERAL INFORMATION
Pylon Public Company Limited was incorporated on 13 August 2002. The Company is engaged in providing services on construction of foundation works with pre-stressed concrete piles, bored piles and other foundation work, and construction business. The Company was registered as a public company on 20 July 2005 and its shares has been traded in "MAI" of the Stock Exchange of Thailand (SET) since 23 December 2005. The Company's address is at 170/16 Soi Sammit (Sukhumvit Soi 16) Rachadapisektadmai Rd., Klongtoey, Klongtoey, Bangkok 10110.
2. BASIS OF FINANCIAL STATEMENTS PREPARATION AND PRINCIPLE OF CONSOLIDATION
The accompanying financial statements have been prepared in accordance with the generally accepted accounting principles issued under the Accounting Act B.E. 2543, and accounting standards issued under Accounting Profession Act B.E. 2547, and the regulations promulgated by the Securities and Exchange Commission and the Securities Exchange of Thailand concerning the preparation and the disclosure of financial information, under the Securities and Exchange Act B.E. 2535. The financial statements have been prepared on a historical cost basis except as, otherwise, disclosed specifical y.
The financial statements are of icially prepared in Thai language in accordance with statutory requirement with accounting standards enumerated under the Accounting Profession Act B.E. 2547. The translation of these statutory financial statements to other language must be in compliance with the Thai financial report.
During the years 2010 and 2011, the Federation of Accounting Professions has announced the new and amendments to some accounting standards and financial reporting standards, which are effective for the accounting periods beginning on or after 1 January 2011 and 1 January 2013. The Company has applied those standards which are effective for the accounting periods beginning on or after 1 January 2011 in this financial statements.
Ef ective 1 January 2013, the Company has to apply Thai Accounting Standard No. 12 "Income Taxes" which impact the financial statements for the year 2013 by increasing assets and net income from recording deferred income tax assets. The Company has to restate the financial statements for the year 2012 for comparison with the financial statements for the year 2013. The management is presently considering the potential impact of adopting and initial application of such new accounting standards.
The consolidated financial statements include the financial statements of Pylon Public Company Limited and subsidiary, as follow :
Percentage of holding
Name of subsidiary
Nature of business
Excelon Co., Ltd.
51 Provide the design, construction, consulting and architectural service
for building/ structures
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
As at 31 December 2012 and 2011, the total assets of subsidiary represent 16.05 percents and 14.16 percent of the total assets in the consolidated financial statements, respectively, and total revenues of subsidiary for the years ended 31 December 2012 and 2011, represents 9.91 percent and 10.97 percent, respectively, of the total revenues in the consolidated financial statements.
Intercompany balances and transactions and investment in subsidiary company have been eliminated from the consolidated financial statements. The consolidated financial statements have been prepared with the same accounting policy for the same accounting transactions or accounting events as used for the preparation of separate financial statements.
3. SIGNIFICANT ACCOUNTING POLICIES
Revenues, costs and expenses recognition Revenues Revenues from construction are recognised on a percentage of completion basis based on the assessment of the Company's engineers. The recognised revenues which are not yet due per the contracts has been presented under the caption "Unbil ed accrued income" in the statements of financial position. Rental income is recognised over the period of the lease agreement. Service income is recognised when the service has been rendered. Costs Costs of construction are recognised in accordance with the percentage of work completed based on total estimated costs. Provision for anticipated losses on construction projects is made in the accounts in full amount when the possibility of loss is ascertained. Dif erences between the estimated costs and the actual costs are recognised as cur ent assets or current liabilities in the statements of financial position, whichever the case may be.
Other expenses are recorded on an accrual basis.
Cash and cash equivalents Cash and cash equivalents include cash on hand and highly liquid cash in banks (which are not pledged as col ateral) that are readily convertible to cash on maturity date with insignificant risk of change in value.
Temporary investments Temporary investments consist of fixed deposit and promissory notes due within 1 year. The investments are stated at fair value.
Trade accounts receivable Trade accounts receivable are stated at the net realizable value. Al owance for doubtful accounts is provided for the estimated losses that may incur in collection of receivables. These losses are based on historical collection experiences and the review of the current status of existing receivables.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Spare parts and supplies Inventories – spare parts and supplies are valued at the lower of cost, average method, or net realizable value and are charged to cost of construction whenever consumed.
Investment in subsidiary company Investment in subsidiary company presented in the separate statements of financial position is accounted for by the cost method. Provisions for impairment are taken up in the accounts to adjust the value of investment whenever circumstances indicate the recoverable amount of investment to be lower than its carrying amount.
Property, plant and equipment and depreciation Property, plant and equipment are recorded at cost. Cost is measured by the cash or cash equivalent price of obtaining the asset that bring the assets to the location and condition necessary for its intended use. Plant and equipment are presented in the statements of financial position at costs less accumulated depreciation. When assets are sold or retired, their costs and accumulated depreciation are eliminated from the accounts and any gain/loss resulting from their disposals is included in the statements of comprehensive income. The Company and subsidiary depreciate their plant and equipment by the straight - line method, over the estimated useful lives of the assets based on the segregation of components of assets, if each part is significant with dif erent useful lives. Estimated useful lives of the assets are as fol ows:
Building - factory
Building - of ice and improvements
Tools and equipment
Furniture, fixtures and of ice equipment
No depreciation is made for land and machinery under installation. Expenditure for additions, renewals and betterment are capitalized. Repair and maintenance costs are recognized as expenses when incurred. Lease agreements - where the Company and subsidiary are the lessees Leases of equipment where the Company and subsidiary assume substantially all the benefit and risk of ownership are classified as finance leases. Finance leases are capitalized at the fair value of leased assets or estimated present value of the underlying lease payments whichever is lower. Each lease payment is al ocated between the liability and finance charges so as to achieve a constant rate on the outstanding lease payments. Lease payments net of financial charges, are recognized as liabilities under financial lease agreements. The interest expense is charged to statement of comprehensive income over the lease period. Assets acquired under finance lease agreements are depreciated over the useful lives of the assets.
Leases of assets, under which all the risks and benefits of ownership are effectively retained by the lessor, are classified as operating leases. Payments made under operating leases are charged to statements of comprehensive income on a straight - line basis over the lease period. When an operating lease is terminated before expiry date of the lease period, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination takes place.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Impairment As at date of financial position, the Company and subsidiary assess whether there is an indication that any asset may be impaired or not. If any such indication exists, the Company and subsidiary make an estimate of the asset recoverable amount. Where the carrying amount of the asset exceeds its recoverable amount, the asset is considered impaired and is writ en down to its recoverable amount. Impairment losses are recognized in the statement of comprehensive income. An asset recoverable amount is the higher of fair value less costs to sell or value in use.
Income tax The Company and subsidiary account for income tax based on the provision of the Revenue Code.
Related companies Related parties comprise enterprises and individuals that control, or are control ed by the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that give them significant influence over the Company, key management personnel, directors and officers with authority in the planning and directing the Company's operations. Basic earnings per share Basic earnings per share is determined by dividing the net income for the year by the weighted average number of common shares outstanding during the year. Diluted earnings per share Diluted earnings per share is calculated by dividing the net income for the year by the number of common shares and the number of equivalent common shares (warrant) by weighted according to the period of time as if there were conversion of common shares at the issued date of issuance of equivalent common shares. Employee benefits Salaries, wages, bonuses and contributions to the social security fund and provident fund are recognized as expenses on an accrual basis.
Post-employment benefits (Defined contribution plans) The Company, the subsidiary and their employees have jointly established a contributory provident fund, whereby monthly contributions are made by employees and by the Company and subsidiary. The fund's assets are held in a separate trusted fund. The Company's and subsidiary's contributions are recognised as expenses when incurred. Post-employment benefits (Defined benefit plans) The Company and subsidiary have obligations in respect of the severance payments for employees upon retirement under the Labor Law. The Company and subsidiary treat these severance payment obligations as a defined benefit plan.
The Company's obligation under the defined benefit plan is determined by actuary, using the projected unit credit method. The
subsidiary's obligation under the defined benefit plan is determined by its management, using the projected unit credit method in accordance with actuarial technique. The subsidiary's management considered that few employees are probably entitled to receive post-employment benefits to reach retirement age policies and amount of the obligation under the defined benefit plan is not have
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
significant impact to the overal financial statements. The subsidiary, therefore does not hire the actuary to compute the obligation under the plan. Dividend payment Dividend payment is recorded in the financial statements in the period in which they are approved by the Shareholders or Board of Directors of the Company. Use of accounting estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumption that af ect the reporting amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities. The actual results may dif er from those estimates. Provisions for liabilities and expenses, and contingent assets Provisions are recognized when the Company and subsidiary have a present legal or constructive obligation as a result of past events with probable outflow of resources to settle the obligation and where a reliable estimate of the amount can be made. The contingent assets wil be recognized as separate assets only when the realization is virtually certain.
4. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTION AND JUDGE MENT AND CAPITAL RISK MANAGEMENT
4.1 Critical accounting estimates, assumption and judgments
a. Construction revenues recognition
The stage of completion of any construction contract is assessed by Company's engineers and subsidiary's engineers by taking into consideration all information available at the reporting date. In this process, management car ies out significant judgments about milestones, actual work performed and the estimated costs to complete the work. Significant assumptions are required to estimate the total contract costs and the recoverable variation works that wil af ect the stage of completion. Actual outcome in terms of actual costs or revenue may be higher or lower than estimated at the financial statements date, which would af ect the revenue and profit recognised in future years, are adjusted to the cumulative costs recorded to date.
b. Impairment of receivable
The Company and subsidiary account for al owance for doubtful accounts equal to the estimated collection losses that may be incur ed in the collection of receivable. The estimated losses are based on historical col ection experiences couple with a review of outstanding receivable aging at the end of year.
c. Plant and equipment
Management determines the estimated useful lives and residual values of plant and equipment of the Company and subsidiary at the end of the year and wil revise the depreciation charge where useful lives and residual values previously estimated have changed or subject to be writ en down for their technical obsolescence or when they are no
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
d. Al owance for losses on project work
The Company and subsidiary review their construction work-in-progress to determine whether there is any indication of foreseeable loss. Identified foreseeable loss is recognised immediately in the statement of comprehensive income when it is probable that total contract cost wil exceed total contract revenue as determined by the management.
e. Impairment of investment
The Company treats investment as impaired when there has been a significant or prolonged decline in the fair value below their costs or where other objective evidence of impairment exists. The determination of what is "significant" or "prolonged" requires management judgment.
4.2 Capital risk management
The Company and subsidiary's objectives in the management of capital are to safeguard their abilities to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company and subsidiary may adjust the dividend payment to shareholders, to issue new shares or debentures to finance debts or sell assets to reduce debts.
5. TRANSACTIONS WITH RELATED COMPANY
The Company has transactions with related parties. Certain portions of the Company's assets, liabilities, sales, other income, costs of sales and sel ing and administrative expenses represent transactions occur ed with subsidiary. Those transactions with subsidiary as included in the financial statements are determined at the prices in line with those occurred in the normal course of business based on the market price in general or the price as stipulated in the agreement if no market price exists.
Significant balances with related parties as at 31 December 2012 and 2011 are follow :
CONSOLIDATED F/S
Balances with Excelon (the subsidiary)
Trade accounts receivable
Other receivable
Short – term loans to subsidiary
Advances for subcontract work
Retentions payable
Accrued subcontract expenses
Liabilities under employee benefits obligation
Key management personal
As at 31 December 2012 and 2011, short - term loan to subsidiary bears interest at MLR + 0.5 percent per annum of a commercial bank. The loan is not collateraled and is repayable on 6 and 13 April 2013.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Significant transactions with related parties for the years ended 31 December 2012 and 2011 are as follow :
The policy to pricing
Materials procurement margin income
Materials procurement margin expense
Project management fee
Administrative charge for project delay
Subcontract work
Other service expense
Key directors and management personnel compensation
Short - term directors and management benefits
Liabilities under employee benefits obligation
6. CASH AND CASH EQUIVALENTS
CONSOLIDATED F/S
Cash at bank - Cur ent account
Cash at bank - Savings account
26,184,886 หั
During the year 2012, savings deposit with bank bears interest at 0.75 – 0.875 percent per annum (2011 : interest rates of 0.65 – 0.75 percent per annum)
7. TEMPORARY INVESTMENTS
CONSOLIDATED F/S
1.75 - 3.00 percent
Promissory notes
2.75 - 4.00 percent
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
8. TRADE ACCOUNTS AND NOTES RECEIVABLE - NET
As at 31 December 2012 and 2011, the aged trade accounts and notes receivable are as fol ows:
CONSOLIDATED F/S
Trade accounts and notes receivable
- general customers
Overdue 1 - 30 days
Overdue 31 - 60 days
Overdue 61 - 90 days
Overdue 91 - 180 days
Overdue 181 - 360 days
Overdue more than 360 days
Less Allowance for doubtful accounts
Trade accounts receivable - subsidiary company
Overdue 1 - 30 days
Overdue 31 - 60 days
Overdue 61 - 90 days
Overdue 91 - 180 days
Overdue 181 - 360 days
Overdue more than 360 days
As at 31 December 2012 and 2011, the Company has trade accounts receivable overdue more than 360 days total ing Baht 9.55 mil ion and Baht 11.35 mil ion, respectively. The Company had agreed to off-set this receivable with another trade account payable for Baht 9.47 mil ion. The Company has outstanding balance of Baht 0.08 mil ion and Baht 1.88 mil ion, respectively, with no allowance, since the management believes that the Company is able to collect al such receivables. As at 31 December 2012, the Company has trade accounts receivable - subsidiary company overdue more than 360 days of Baht 2.80 mil ion. Management believes that the Company is able to collect all outstanding balance because the subsidiary recently increased its share capital for working capital during the year 2012. The Company therefore, does not set up allowance for doubtful accounts of said overdue amount.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
9. UNBILLED ACCRUED INCOME AND CONTRACTED CONSTRUCTION WORKS IN PROGRESS
The Company and subsidiary aggregate costs of work in progress under construction contracts are as fol ow :
CONSOLIDATED F/S
Aggregate costs of work in progress plus margin on
the percentage of completion determined by
Add Accrued cost of work in progress
Less Progress bil ings to date based on contracts
Balance of recognized income and work in
Less work in progress - at cost
Unbil ed accrued income
10. RETENTIONS RECEIVABLE - NET
CONSOLIDATED F/S
Retentions receivable
Less Allowance for doubtful accounts
These retentions receivable represent amounts withheld by the customers at the rate of 5 - 10 percent of the amounts bil ed. This wil be set led after the inspection and acceptance of construction services by the customers.
11. RESTRICTED DEPOSITS WITH BANKS
As at 31 December 2012 and 2011, the Company and subsidiary had fixed deposits with banks totaling Baht 35.62 mil ion and Baht 29.22 mil ion, respectively, which have been pledged with banks as collateral for the bank guarantee for the Company's performance as wel as the bank overdraft (Note 14).
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
12. INVESTMENT IN SUBSIDIARY COMPANY – NET
(Unit :Thousand Baht)
Paid-up Capital (Thousand Baht)
Percentage of shareholding
Type of business
Exelon Service for design ,
Co., Ltd. construction,
decoration for building
Less Provision for impairment
Investment in the subsidiary - net
During nine-month period ended 30 September 2012, the subsidiary has recognized provision for loss on 3 construction projects of Baht 42.67 mil ion because the construction cost exceed the estimated cost significantly. The subsidiary has operating loss for the nine-month period ended 30 September 2012 of Baht 63.77 mil ion and capital deficiency as at 30 September 2012 of Baht 37.16 mil ion (the Company's portion is of Baht 18.95 mil ion). The Company set provision for impairment of investment in subsidiary for the whole amount of Baht 15.30 mil ion.
On 4 December 2012, the subsidiary increased its registered share capital of Baht 50.00 mil ion. The Company has additional y invested in common shares of the subsidiary at the same shareholding percentage (at rate of 51%), of Baht 25.50 mil ion. As at 31 December 2012, the Company has investment in subsidiary company - net of Baht 25.50 mil ion.
13. PROPERTY, PLANT AND EQUIPMENT – NET
CONSOLIDATED F/S
Building - factory
Building - of ice and improvement
Tools and equipment
Furniture, fixtures and of ice equipment
Machinery under instal ation
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
CONSOLIDATED F/S
Accumulated depreciation
Building - factory
Building - of ice and improvement
Tools and equipment
Furniture, fixtures and of ice equipment
Net Book Value
Depreciation al ocation:
Costs of service
Sel ing and administrative expenses
As at 31 December 2012 and 2011, the gross car ying amounts of the ful y depreciated equipments of the Company and subsidiary that are stil in use are Baht 51.18 mil ion and Baht 45.75 mil ion, respectively.
Building - factory
Building - of ice and improvement
Tools and equipment
Furniture, fixtures and of ice equipment
Machinery under installation
Accumulated depreciation
Building - factory
Building - of ice and improvement
Tools and equipment
Furniture, fixtures and of ice equipment
Net Book Value
Depreciation al ocation:
Costs of service
Sel ing and administrative expenses
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
As at 31 December 2012 and 2011, the Company's land and building have been mortgaged as collaterals for the bank overdrafts and short - term and long - term loans from bank (Note 14 and 15). As at 31 December 2012 and 2011, the gross carrying amounts of the fully depreciated equipments of the Company that are stil in use are Baht 51.18 mil ion and Baht 45.75 mil ion, respectively.
14. BANK OVERDRAFTS AND SHORT – TERM LOANS
As at 31 December 2012, the Company has short – term loans from financial institution in the form of discounted promissory notes totaling Baht 18.84 mil ion.
As at 31 December 2012 and 2011, the Company has bank overdraft facilities with 3 banks totaling Baht 32 mil ion and Baht 42 mil ion, respectively. Bank overdrafts facilities are collateralized by the mortgages of the Company's land and construction thereon, the title to possess the of ice condominium unit, and the pledge of fixed deposits of Baht 2.50 mil ion. As at 31 December 2012 and 2011, the subsidiary has bank overdrafts of Baht 10.94 mil ion and Baht 9.21 mil ion, respectively.
As at 31 December 2012 and 2011, the subsidiary has unused bank overdrafts and other credit facilities totaling Baht 27.58 mil ion and Baht 30.84 mil ion, respectively. Those credit facilities are collateralized by the Company and the personal guarantees of certain subsidiary's directors and the pledge of the fixed deposits totalling Baht 10 mil ion.
15. LONG – TERM LOANS FROM BANK
CONSOLIDATED F/S
Long - term loans from bank
Less Cur ent portion due within one year
Long - term loans from bank - net
As at 31 December 2012 and 2011, the Company has long - term loans from a bank of Baht 7.44 mil ion and Baht 13.38 mil ion, respectively, with interest at the rate of MLR - 0.5 percent per annum and are repayable monthly until August 2015. Those loans are col ateralized by the Company's land and construction thereon, and the right to possess the of ice condominium unit.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
16. LIABILITIES UNDER HIRE - PURCHASE AGREEMENTS
CONSOLIDATED F/S
Liabilities under hire - purchase agreements
Less Defer ed interest charges
Less Cur ent portion due within one year
Liabilities under hire - purchase agreements - net
17. LIABILITIES UNDER EMPLOYEE BENEFITS OBLIGATION
Ef ective 1 January 2011, the Company and subsidiary have initially adopted of accounting policies "Employee Benefits", by recognising past service cost of employee benefits obligation up to 31 December 2010 by adjusting the retained earnings as at 1 January 2011 of the Company and subsidiary amounted to Baht 4.28 mil ion and Baht 0.60 mil ion, respectively, following an option under the transitional period of this standard. During the year ended 31 December 2012 and 2011, movements in employee benefits obligation are as follow :
CONSOLIDATED F/S
Balance as at 1 January
Ef ect of change in accounting policy for past service
employee benefits obligation
Balance as at 1 January - adjusted
Provision for the period in statement of comprehensive
Paid out during the year
Balance as at 31 December
The employee benefit expenses were recorded in the statement of comprehensive income for the years ended 31 December 2012 and 2011 as follow :
CONSOLIDATED F/S
Cur ent service cost
The Company recognises the employee benefits obligation since employees are entitled to receive benefits upon normal retirement age under the Thai labour law. The defined benefit obligation of the Company is measured by using the actuarial technique. The
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
estimated amount is computed by the discounted cash flows for amounts to be paid in the future based on the government bond interest rate with term to maturity approximates the term of the related obligation. The estimated future cash outflows are based on employee wages, turnover rate, mortality, length of service and others. The employee benefits expenses were recognised in the statement of comprehensive income to al ocate the expense through the hiring period. Actuarial gains or losses arising from changes in actuarial assumptions, when exceeding 10% of the present value of defined benefit, are recognised as income or expenses over the average remaining service lives of the related employees. Subsidiary recognises the employee benefits obligation since employees are entitled to receive benefits upon normal retirement age under the Thai labour law. The estimate amount is computed by the subsidiary's management using Project Unit Credit Method in accordance with the acturial technique. Subsidiary believes that only smal number of employees wil work to reach retirement age under its policy and amount of the obligation under the defined benefit plan wil not significantly impact the overal financial statements. The employee benefits expense is recognised in the statement of comprehensive income to allocate the expense through the hiring period. Principal actuarial assumptions are as fol ows :
4.39 percent per annum
4.39 percent per annum
Future salary expense increment rate
5.32 percent per annum
4.94 percent per annum
Future wage expense increment rate
3.78 percent per annum
Normal retirement age
Number of employees
18. LEGAL RESERVE
Under the provision of the Public Company Act B.E. 2535, the Company is required to appropriate at least 5% of its annual net income, after deduction of the deficit brought forward (if any), as reserve fund until the reserve reaches not less than 10% of the registered share capital. This reserve is not available for dividend distribution. Under the provision of the Civil and Commercial Code, subsidiary is required to set aside as legal reserve at least 5% of its net earnings at each dividend declaration until the reserve reaches 10% of the authorised share capital. Such reserve is not available for dividend distribution.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
CONSOLIDATED F/S
Income before income tax
Add Transactions added back and deductible in accordance
with the Revenue Code - net
Net loss (income) of subsidiary which
included in consolidated F/S
Income tax (rate of 23%)
Income tax (rate of 25%)
Income tax (rate of 30%)
Total income tax for the year
Accrued (prepaid) income tax at the beginning of the year
Add Paid withholding tax during the year
Less Income tax for the year
Refunded income tax deducted at sources
Accrued (prepaid) income tax at the ending
For the year ended 31 December 2012, the Company computes corporate income tax at the rate of 23% of taxable income. The Company computes corporate income tax at the rates allowable for the listed company in "MAI" of the Stock Exchange of Thailand (SET) under the Royal Decree No. 531, B.E. 2554 regarding the income tax reduction. Corporate income tax of subsidiary is computed at the rate of 23% of taxable income.
20. SHARE CAPITAL AND WARRANTS
20.1 Authorized share capital
At the Annual General Meeting of Shareholders No. 1/2012 held on 20 April 2012, the shareholders had the fol owing
20.1.1 To approve the increase of the Company's registered share capital from Baht 200,000,000 to Baht 300,000,000
through an issue of 100,000,000 new common shares at Baht 1 par value. The Company registered the increased share capital with the Ministry of Commerce on 2 May 2012.
20.1.2 To approve al otment of 100,000,000 new common shares at Baht 1 par value to support right of the first stock
war ants (PYLON-W1).
At the Annual General Meeting of Shareholders No. 1/2012 held on 20 April 2012, the shareholders passed the resolution to allocate 100,000,000 units of the Company's stock warrants to be offered to the existing shareholders on 12 March 2012, at an offering ratio of 2 common shares to 1 unit of free war ant. The warrants are issued for specific persons and transferable. The terms of the war ants do not exceed 3 years from the date of which they are granted with the exercise ratio of 1 war ant
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
to 1 new common share. The exercise price is Baht 2.20 per share, unless the exercise ratio is adjusted under the conditions of the rights adjustment. The warrant holders can exercise their war ants in June and December of each calendar year. The first exercise date wil be on 28 December 2012 and the last exercise date wil be 25 April 2015. On 2 May 2012, the Company reported the result of issuance and allocation of stock warrants for 99,997,435 units with remaining 2,565 units from the total warrants of 100,000,000 units. The Company wil discard al of the remaining units of war ants. This allocated stock war ants have been registered as listed securities in the Market for Alternative Investment (MAI) on 16 May 2012 (trading commencement on 16 May 2012). On 28 December 2012, the warrant holders exercised 8,000 warrants to 8,000 common shares with exercise price of Baht 2.20 per share. The Company has additional y paid-up share capital and share premium of Baht 8,000 and Baht 9,600, respectively. As at 31 December 2012, the Company has 99,989,435 units of outstanding unexercised warrant.
21. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the net profit at ributable to shareholders of the Company by the weighted average number of common shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the weighted average number of outstanding common shares are assumed to be converted to common shares that dilutes the total number of shares.
A calculation is done to determine the potential number of shares that could have been acquired at market price (determined as the average share price of the Company's shares during the year) based on the outstanding war ants to determine the number of potential common shares to be additionally issued. The potential shares are added to the outstanding common shares but no adjustment is made to statement of comprehensive income.
For the calculation of the diluted earnings per share, the weighted average number of shares with the assumption that all warrants are converted to common shares for the year ended 31 December 2012 of 610,768 shares.
22. DIVIDEND PAYMENT
At the Annual General Meeting of the Company shareholders No. 1/2012 held on 20 April 2012, the shareholders passed a resolution for dividend payment from the Company's separate net income for the year 2011 at Baht 0.20 per share for 200 mil ion common shares totaling Baht 40.00 mil ion.
At the Annual General meeting of the Company shareholder No.1/2011 held on 22 April 2011, the shareholders passed a resolution to pay cash dividends from the net profit for the year ended 31 December 2010 at the rate of Baht 0.08 per share, 200 mil ion common shares totalling Baht 16 mil ion which was paid on 18 May 2011.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
23. EXPENSES BY NATURE
Significant expenses by nature are as follows :
CONSOLIDATED F/S
Raw materials and consumable supplies used
Changes in contracted construction work in
Salaries, wages and other employee benefits
Subcontractor expenses
Repair and maintenance expenses
Project management fees
Allowance for loss on construction project
Penalty (reversal of penalty) for project delay
Director remuneration
Allowance for loss from investment in subsidiary
Utility expenses
Allowance for doubtful accounts
24. OTHER INCOME
CONSOLIDATED F/S
Rental income for machinery and equipments
Management fee income
Revenue from sales of construction materials and scraps
Other service income
13,798,591 11,097,490
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
25. SEGMENTAL FINANCIAL INFORMATION
The Company and subsidiary are engaged only in one segment of construction business. Details of core revenues for years ended 31 December 2012 and 2011 are as follows :
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31 December
Revenues from services
(134,129,583) 1,089,926,005
Costs of services
Gross profit
Income before expenses
Sel ing expenses
Administrative expenses
Allowance for doubtful
Total expenses
Income before financial cost and income tax
Income before income tax
Income for the year
Other comprehensive income (loss) for the year
Total comprehensive income for the year
Trade accounts and notes receivable - net
Unbil ed accrued income
Retentions receivable - net
Property, plant and equipments - net
Total Assets
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
SEPARATE FINANCIAL STATEMENTS
For the years ended 31 December
Revenues from services
785,893,965 233,778,788 1,019,672,753 717,478,908 123,680,796
Costs of services
Gross profit
Income before expenses
Sel ing expenses
Administrative expenses
Allowance for doubtful debts
Loss on impairment of investment in subsidiary
Total expenses
Income before financial cost and income tax
Income before income tax
Income for the year
Other comprehensive income (loss) for the year
Total comprehensive income for the year
Trade accounts and notes receivable - net
Unbil ed accrued income
Retentions receivable - net
Property, plant and equipments - net
Total Assets
26. DISCLOSURE OF FINANCIAL INSTRUMENTS
Financial assets and financial liabilities carried on the statement of financial position include cash and cash at banks, restricted
deposits with banks, trade accounts and notes receivable, unbil ed accrued income, trade accounts and overdraft and short-term
laon , liabilities under hire - purchase agreements, and long - term loans. The accounting policies on recognition and measurement
of these items are disclosed in the respective accounting policies in Note 3 to the financial statements.
Credit risk
Credit risk refers to the risk that a counterparty wil default in its contractual obligations resulting in a financial loss to the Company.
Since the major part of trade accounts receivable are wel -known and there is no collection problem, management believes that the
Company has no significant credit risk. Customers with credit risk are ful y covered with al owance for doubtful account.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
Interest rate risk
Interest rate risk arises from the fluctuation of market interest rates, which may have a negative ef ect to current and future operations
of the Company. Management believes that the interest rate risk is minimum, hence, the Company has no hedging agreement to
protect against such risk.
Exchange risk
The Company does not have any exchange risk since all of its financial assets and liabilities have been executed in Baht.
Fair value of financial instruments
The fair value of financial instruments is the amount at which the instrument may be exchanged in a current transaction between
wil ing parties. The fol owing methods and assumptions are used to estimate a fair value of each class of the Company's financial
instruments for which it is practical to estimate that value:
- Financial assets are shown at estimated fair value.
- Financial liabilities are shown at the book value which is almost the same as the fair value, because such liabilities mature in the
As at 31 December 2012, the Company has commitments as follow :
27.1 The Company has a lease and service agreement for its office for a period of 6 years commencing from 1 September 2010
to 31 May 2016. Under the term of the agreement, the Company has to pay the monthly rental of Baht 80,729.
27.2 The Company has let er of guarantees of approximately Baht 279.14 mil ion issued by financial institutions on behalf of the
Company and its subsidiary in respect of certain performance bonds required in the normal course of businesses.
28. EVENTS AFTER THE REPORTING PERIOD
At the meeting on 22 February 2013, the Company's Board of Directors passed the fol owing resolutions; Increase of share capital The Board of Director passed a resolution to increase the Company's authorized share capital from Baht 300,000,000 to Baht 374,999,359 by issuance new 74,999,359 common shares, at Baht 1 par value, to support stock dividend payment for 50,002,000 shares and warrant exercising of new 24,997,359 common shares. The warrant exercise ratio of the first stock war ants (PYLON-W1) is adjusted from the exercise ratio of 1 warrant to 1 new common share to the ratio of 1 warrant to 1.25 new common share, and the exercise price is adjusted from Baht 2.20 per share to Baht 1.76 per share. Dividend payment The Board of Director passed a resolution to propose the dividend payment from its retained earnings and the net profit for the year ended 31 December 2012 totaling Baht 56,002,240 by divided into 2 categories as follows:
- Cash dividend at the rate of Baht 0.03 per share, totaling Baht 6,000,240.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
- Stock dividend payment for 50,002,000 shares, at Baht 1 par value, to the existing shareholders of the Company at the rate of 1
new common share per 4 existing common shares, equal to Baht 50,002,000. The remaining shares from the al otment of the stock dividend is of ered to Mr. Chanet Sangarayakul, Chairman of the Executive Board, at the average market price of "MAI" of the Stock Exchange of Thailand for 7 days before the date of 2013 Annual General Meeting. In case that there were existing shares remaining from the allotment, these shares would be paid in cash at the rate of Baht 0.25 per share.
The said increase of share capital and dividend payments must be approved at the Annual General Meeting of the Company's shareholders.
29. APPROVAL OF FINANCIAL STATEMENTS
These financial statements have been approved by the Company's Board of directors on 22 February 2013.
PYLON PUBLIC COMPANY LIMITED
Annual Report 2012
References
SHARE REGISTRAR
Thailand Securities Depository Company Limited
Capital Market Academy Building
2/7 Moo 4 (North Park Project), Vibhavadi-Rangsit Road, Tung Song Hong Laksi, Bangkok 10210
Tel : 0-2596-9000 Fax : 0-2832-4994-6
Mr. Somkid Tiatragul
C.P.A. (Thailand) Registration No. 2785
Mr. Kosol Yamleemul
C.P.A. (Thailand) Registration No. 4575
Grant Thornton Limited
18th Floor, Capital Tower, Al Seasons Place, Wireless Road
Tel : 0-2205-8222 Fax : 0-2654-3339
LEGAL ADVISORY
Bangkok At orney Co., Ltd
18/7 Soi Amnuaywat, Suthisarn Road, Samsen-nok, Huay Kwang Bangkok 10320
Tel : 0-2693-2036 Fax : 0-2693-4189
PYLON PUBLIC COMPANY LIMITED
Source: http://www.irplus.in.th/Listed/PYLON/annual/an_pylon_2012_E.pdf
files.alexandra-kopanari.webnode.gr
NIH Public AccessAuthor ManuscriptCognit Ther Res. Author manuscript; available in PMC 2013 February 28. NIH-PA Author Manuscript Published in final edited form as: Cognit Ther Res. 2012 October 1; 36(5): 427–440. doi:10.1007/s10608-012-9476-1. The Efficacy of Cognitive Behavioral Therapy: A Review of Meta- Stefan G. Hofmann, Ph.D., Anu Asnaani, M.A., Imke J.J. Vonk, M.A., Alice T. Sawyer, M.A.,and Angela Fang, M.A.Boston University, Boston, MA
dche.coe.upd.edu.ph
Department of Chemical Engineering College of Engineering University of the Philippines Diliman, Quezon City Laboratory Safety Manual 2015 TABLE OF CONTENTS Emergency Information: Emergency Telephone Numbers Basic First Aid First Aid Responder First Aid Boxes Emergency (Fire) Alarms Coping with an Emergency Health and Safety Procedures in the ChE Department Risk Assessments Local Rules and Advice: Preventing Fires and Floods Personal Safety