9 Management

9.1 TITLE: MANAGEMENT STRUCTURE

  PTL has a board of directors, an audit committee and other need-based
  committees as may be appointed by the shareholders or the board of
  directors from time to time. The board members and executive officers
  are qualified persons with complete qualifications as per Section 68
  of the Public Limited Companies Act B.E. 2535 and as per the
  Notification of the Securities and Exchange Commission (SEC) No.
  KorJor. 12/2543 Re: Application for Permission and Permission to Sell
  Newly Issued Shares dated March 22, 2000.

  Details of the board of directors and other committees are as follows:

2.  Board of Directors

  As of May 31, 2005, PTL’s Board of Directors is composed of eight
  members as follows:

  ----- --------------------------- --------------------------------------
  1.    Mr. Manu Leopairote         Board chairman and Audit Committee
                                    Chairman

  2.    Mr. Sanjiv Saraf            Managing Director

  3.    Mr. Manish Gupta            Director and General Manager
                                    (Commercial)

  4.    Mr. Pranay Kothari          Director

  5.    Mr. Ranjit Singh            Director

  6.    Mr. Virabongsa Ramangkura   Director (and Audit Committee member)

  7.    Mr. Shiraz Erach Poonevala  Director (and Audit Committee member)

  8.    Mr. Praphad Phodhivorakhun  Director
  ----- --------------------------- --------------------------------------

Mr. Manish Gupta is also secretary to the Board of Directors.

Authorized signatories

  Any one of the four authorized signatories, namely Mr. Sanjiv Saraf,
  Mr. Pranay Kothari, Mr. Ranjit Singh, and Mr. Manish Gupta are
  empowered to sign with the Company’s seal affixed.

Power and duties of the board of directors (the Board)

  The Board of Directors has the powers, duties and responsibilities to
  faithfully and prudently conduct the operations of the Company in
  accordance with the Company’s objectives and Articles of Association,
  applicable laws and resolutions of the shareholders’ meetings, for the
  benefit of the Company. A summary of the substantial duties and
  responsibilities of members of the Board of Directors is set out
  below:

1.  to hold the annual general meeting of shareholders within 4 months
    from the close of the accounting period;

2.  to call the meeting of the Board of Directors at least once every
    three months;

3.  to arrange for the preparation and submission of the audited balance
    sheet and profit and loss statement at the end of each accounting
    period to the shareholders’ meeting for its consideration and
    approval;

4.  to authorise any one or several directors to perform any action on
    behalf of the Board of Directors under the supervision of the Board
    of Directors, or granting the power-of-attorney to such designated
    director(s) to perform any action within the specified time as the
    Board of Directors may think fit; provided, however, that the Board
    of Directors has the sole discretion to revoke or modify such
    designated director or power-of-attorney as the Board of Directors
    may think fit.

  For this purpose, the Board of Directors may authorise the Executive
  Committee, if any, to conduct any activities within the specified
  scope of work, duties and responsibilities of the Executive Committee.
  No authorisation will entitle the Executive Committee to consider and
  approve the transaction which may cause a conflict of interest between
  the Executive Committee or any related person or interested person as
  the one party and the Company or its subsidiary companies as the other
  party. However, an exception is granted where the transaction conforms
  to the approved policies and rules of the Board of Directors;

5.  to determine the goals, prospects, policies, business plans and
    budgets of the Company, and to ensure that the management work
    performed by the Executive Committee, if any complies with the set
    policies. However, the Board of Directors needs to obtain the
    resolution of the shareholders’ meeting before entering into these
    legal transactions, for instance, increase or reduction of capital,
    issue of bonds, sale or transfer of all or any substantial parts of
    the Company’s businesses to any third party, purchase or acceptance
    of transfer of other businesses, amendment to the Memorandum of
    Association, and so on.

  The Board of Directors is also responsible for ensuring the Company’s
  compliance with the securities and exchange law and rules of the SET,
  for instance, rules concerning the entry into connected transactions
  and concerning purchase or sale of substantial assets, including any
  law governing the Company’s business;

6.  to review the management structure and appoint the Executive
    Committee, General Manager and any subcommittees, as it deems
    appropriate;

7.  to ensure that the Company’s performance follows the business plans
    and budgets at all times;

8.  to refrain from conducting any similar or competitive business,
    participating as partner in an ordinary partnership or partner with
    unlimited liability in a limited partnership or director in a
    private company or in any other firm, company or corporation
    operating the business similar to or in competition with the
    Company, regardless of whether for his/her own benefit or for
    others’ benefit. However, an exception is granted where the director
    provides notice to the shareholders’ meeting in advance of his/her
    effective appointment as director of the Company; and

9.  to notify the Company without delay of the event of likelihood that
    the director may have direct or indirect interests as a result
    of (i) the Company’s entry into any agreement; and (ii) his/her
    increased or decreased holding of shares or bonds in the Company or
    its subsidiary companies.

9.3 Audit Committee

The Company’s Audit Committee comprises of:

  ------ -------------------------------- -------------------------------
  1.     Mr. Manu Leopairote              Audit Committee Chairman

  2.     Mr. Virabongsa Ramangkura        Audit Committee member

  3.     Mr. Shiraz Erach Poonevala       Audit Committee member
  ------ -------------------------------- -------------------------------

Mr. Arun Garg is secretary to the Audit Committee

  Power and duties of the Audit Committee

1.  to review the sufficiency, credibility and objectivity of the
    financial reporting of the Company by coordinating with the external
    auditors and management responsible for preparing the quarterly and
    yearly financial reports. The Audit Committee may suggest issues or
    matters to be included for review or audited by the external
    auditors during its audit of the Company;

2.  to review the adequacy and effectiveness of internal control systems
    and internal audit functions by coordinating with the external
    auditors and internal auditors (if any);

3.  to review compliance with the Securities and Exchange Acts,
    Regulations of the SET, and any other relevant laws;

4.  to consider and advise on the appointment of the external auditor
    including the audit fee, taking into account the creditability of
    the external auditor, the adequacy of its resources, the firm's
    audit engagements, and the experience of its supervisory and
    professional staff;

5.  to ensure compliance with all connected transaction disclosures or
    conflict-of-interest disclosures;

6.  to take care of any other matters assigned to it by the Board of
    Directors, such as reviewing the Company's financial and risk
    management policies, reviewing compliance with the Code of Corporate
    Conduct of the management, and reviewing with the company's
    management, all important reports which must be disclosed to the
    public according to the law (e.g. Management Discussion and Analysis
    (MD&A), etc.);

7.  to report the activities of the Audit Committee in the company's
    annual report, which must be signed by the chairman of the Audit
    Committee, and to express in such annual report the Audit
    Committee's opinion on (i) the accuracy and completeness of the
    procedures for the preparation of the report and information
    disclosure, (ii) the sufficiency of the internal control system of
    the Company, (iii) the appointment of the existing auditor for
    another term, (iv) the compliance by the Company with rules and
    regulations of SET, SEC and other applicable laws, and report on any
    information that the shareholders and investors should be aware of
    under the scope of power of the duty that has been assigned by the
    Board of Director.

8.  to report the performance of the Audit Committee to the Board of
    Directors at least once every three months; and

9.  to express its opinion on the performance, appointment, removal and
    determination of remuneration of the internal auditor.

9.4 Management

  PTL’s senior management as of May 31, 2005 is composed of eight
  persons as shown below:

  ----- --------------------------- -------------------------------------
  1.    Mr. Sanjiv Saraf            Managing Director

  2.    Mr. V.K. Gupta              Vice President (Projects)

  3.    Mr. R S Gaur                Sr. General Manager (Operations)

  4.    Mr. Sunil Kumar Ram         Sr. General Manager (Operations)

  5.    Mr. Manish Gupta            General Manager (Commercial)

  6.    Mr. Amit Kalra              General Manager (Sales & Marketing)

  7.    Mr. Rajeev Parashar         General Manager (Production)

  8.    Mr. Ambadipudi Shastry      General Manager (Chips Plant)
  ----- --------------------------- -------------------------------------

  Power and duties of Managing Director

1.  to monitor and supervise the day-to-day business operations and
    management of the Company.

2.  to undertake or perform duties in line with the policy, plan and
    budget approved by the board of directors and/or the Executive
    Committee (if any) of the Company.

3.  to perform as the authorized person of the Company in administering
    the business in line with the objective, regulations, policy, rules,
    stipulations, orders and resolutions of the meeting of the Board
    and/or resolutions of the meeting of shareholders.

4.  to appoint and manage the performance of the working committees to
    ensure benefit and efficiency as well as transparency in management,
    and be authorized to appoint and/or assign any person to
    specifically perform on his behalf. Such delegation of power and
    authority shall come under the purview of such certain authorization
    letter and/or comply with the regulations, stipulations or orders
    issued by the board of directors and/or the Company.

5.  to determine mission, objectives, framework and policy of the
    Company including orders and supervision in overall for optimum
    benefit in administration.

6.  to follow up and assess the Company’s operational results on a
    regular basis to cope with both internal and external risks.

7.  to consider and approve expenditure spending in the normal course of
    business operations, such as transacting with banks regarding
    deposit accounts or procurement of raw materials for production in
    the amount up to Bt. 150 million per transaction.

8.  to consider the recruitment and employment of personnel as well as
    transfer, rotation across functional lines/departments/divisions, or
    termination of employment of personnel, and determine rate of wages,
    remuneration, bonus and welfare package relating to personnel.

9.  to issue orders, regulations, announcements and memorandum to ensure
    the operations come out in line with the policy and for the benefit
    of the Company as well as to maintain discipline in the
    organization.

10. to perform any other duties as occasionally assigned by the Board of
    Directors

  Power to approve any transactions (i) which may cause a conflict of
  interest with the Company or its subsidiary; or (ii) in which the
  interests of the Managing Director or other interested person may be
  in conflict with the Company or its subsidiary, under the applicable
  rules and regulations of the SET, do not fall within the scope of the
  powers and authorities of the Managing Director to act at his/her own
  discretion or to designate any person to act on his/her behalf.
  Typically, these transactions need the consideration and approval of
  the Board of Directors and/or the shareholders’ meeting in accordance
  with the Articles of Association of the Company and subject to
  applicable laws.

Nomination of the Board of Directors

  The Company has no Nomination Committee to select and nominate any
  persons to be appointed as directors of the Company. In this regard,
  the Board will undertake the selection process, taking into account
  the experience, expertise and competency of the prospective persons
  and the qualifications required as per the criteria prescribed in the
  Public Limited Companies Act B.E. 2535 and as announced by the SEC and
  relevant agencies. Nomination will be made at the shareholders’
  meeting and election made under the procedures prescribed in the
  Company’s regulations as below:

  1) One shareholder shall have the number of votes equal to the number
  of shares held.

  2) The nominated persons shall be elected one by one by the
  shareholders.

  3) After the vote, the nominated persons shall be ranked in descending
  order from the highest number of votes received to the lowest, and
  shall be appointed as directors in that order and in the number equal
  to the vacating directors. Where the votes cast for candidates in the
  descending order are tied, which would cause the number of directors
  to be elected to exceed the required number of directors, the chairman
  of the shareholders’ meeting shall be entitled to a casting vote.

9.5 Remuneration for management

  a. Monetary remuneration

  Directors

  Before the transformation into a public company, PTL had five
  directors. These directors did not receive any meeting allowance from
  the Company. As of May 31, 2005, the Company had eight directors. All
  the directors have renounced their right to the remuneration as
  directors of the Company. For the Audit Committee, the shareholders’
  meeting has resolved for payment of meeting allowance for the
  Committee members at Bt. 10,000/person/session.

  Executives

+-------------------------------+------------------+------------------+
| Remuneration                  | 2003/2004        | 2004/2005        |
|                               | (April-Mar)      | (April-Mar)      |
| (Bt. 000’s)                   |                  |                  |
+===============================+==================+==================+
| Number of executives          | 7                | 8                |
+-------------------------------+------------------+------------------+
| Salary                        | 11,782           | 14,321           |
+-------------------------------+------------------+------------------+
| Others                        | 3,480            | 10,210           |
+-------------------------------+------------------+------------------+
| Total                         | 15,262           | 24,531           |
+-------------------------------+------------------+------------------+

b. Other remuneration

Directors

None

Executives

None

Corporate governance

1. Policy on corporate governance

PTL is aware of the significance and has the intention of running its
business operations following a policy of good governance as a major
factor in enhancing the company’s efficiency as a tool of operational
transparency and accountability. The Company has formulated a policy
which emphasizes regular disclosure to the public and the shareholders.
In addition, the Company adopts strict internal controls and audits in
recognition of their importance. It also has several risk management
policies, keeping in mind a good relationship and business ethic towards
business partners, shareholders and all concerned parties.

2. Rights of shareholders

The Company recognizes the importance of equal rights of all
shareholders and considers all the shareholders as owners of the Company
irrespective of the percentage of shares owned.

The Company has a policy to report to shareholders regularly on progress
of operations, either directly or through the Stock Exchange of Thailand
or through information on its website after listing. Shareholders will
be given seven days advance notice of all shareholder meetings,
including the meeting agenda and related information. The shareholders
would be encouraged to participate in the general meetings and their
views and comments would be noted and followed up.

3. Rights of stakeholders

PTL has always provided equal importance to the requirements of all its
stakeholders as under:

-   Personnel: PTL considers personnel as a critical success factor in
    the growth and profitability of the Company and is committed to
    providing a quality work environment as also fair and equitable
    returns.

-   Business partners: It has always been the policy of PTL to develop
    long standing and growing relationships with all its business
    partners based on mutual benefit and guided by good business ethics.

-   Competitors: PTL will always abide by the framework of fair
    competition and would work towards market development and growth to
    the mutual benefit of the industry.

-   Creditors: To abide by the loan covenants and provide all
    information about the progress of the Company to its creditors as
    may be required for smooth business dealings.

-   Customers: PTL is determined to create satisfaction and confidence
    among customers in receiving good and quality products and customer
    services.

-   Shareholders: PTL is determined to conduct business in a transparent
    and efficient manner with a view to constantly strive to enhance
    shareholder value.

-   Community/Society: PTL realizes and cares for the safety of society,
    environment and quality of life of people. It places priority on
    activities relating to the community and the society and also by
    compliance of applicable laws and regulations relating to the same.

4. Shareholders’ meetings

The Company has a policy to enable shareholders to attend meetings
without undue effort. It endeavors to organize the shareholders’ meeting
with equitable treatment for all participants and in strict accordance
with legal procedures, from meeting invitations, proxy form for those
who are unable to attend the meeting, and distribution of meeting
documents to inform all concerned of the meeting agendas. The meeting
venue and time will be convenient while the meeting session will allow
adequate time for shareholders to ask questions on business operations
or voice their opinion.

5. Leadership and vision

The Board of Directors is the forum for review of plans, vision,
strategies and key policies. Elaborate budgets have been formulated for
all functional areas in the Company and a system of balanced scorecards
has also been implemented for each department and individual as also at
the corporate level to align interests and priorities across the
organization. The Board of Directors would play a leading role in
regular review of the actual operations vis-à-vis budgets as well as
other key performance indicators.

6. Conflict of interest

The policy is based on the principle that any decision to be made by
personnel at all levels in business operations must be based on the
maximum benefit to the Company. It is the duty of all personnel to avoid
any transactions and/or dealings which could result in financial losses
to PTL. The Audit Committee is entrusted to watch over and review the
internal controls and audit function to ensure their efficiency and also
ensure adequate disclosures to be made as per the SEC/SET guidelines.

7. Business ethics

PTL has a code of conduct for all personnel who emphasize observance of
ethical practices, honesty and accountability. Responsibility towards
all stakeholders and external agencies is encouraged in order to foster
a good corporate culture and social responsibility.

8. Check and balance by non-executive directors

The Company has altogether eight directors as detailed below:

+-----------------------+------------+---------------+-----------------+
| Status                | Executive  | Non-Executive | Audit Committee |
|                       | Directors  | Directors     |                 |
+=======================+============+===============+=================+
|                       |            |               |                 |
+-----------------------+------------+---------------+-----------------+
|   Shareholders’       |   1        | 3             | -               |
|   representative      |            |               |                 |
|   Directors           |            |               |                 |
+-----------------------+------------+---------------+-----------------+
|   Independent         |   -        | 1             | 3               |
|   Directors           |            |               |                 |
+-----------------------+------------+---------------+-----------------+

9. Integration or delegation of title and authority

The Chairman of the Board of Directors is an independent director and is
also the Chairman of the Audit Committee. Independent directors
constitute 50% of the Board of Directors and thus composition of the
Board would ensure fair and effective management monitoring. The
Managing Director is the CEO in charge of day-to-day operations and has
specified powers with certain key decisions requiring approval by the
Board of Directors.

10. Remuneration for directors and executives

Each member of the Board of Directors has renounced their individual
remuneration in the position as directors of the Company. However, the
Audit Committee members would be paid a sitting fee as decided by the
shareholders. The Managing Director’s remuneration is fixed by the Board
of Directors in discharge of duties as the CEO of the Company. The
remuneration of the management is open for review by the shareholders
who may set the appropriate policies and guidelines on this matter.

11. Board meetings

The meetings of the Board of Directors are usually convened at least
once every quarter to review the operations / quarterly financial
results and other matters. There were seven Board meetings conducted
during the year 2004/2005.Attendance of directors is as follows:

+-------------------------+---------------------------+---------------+
| Name                    | Position                  | Attendance    |
+=========================+===========================+===============+
|                         |                           |               |
+-------------------------+---------------------------+---------------+
|   Mr. Sanjiv Saraf      |   Director & Managing     | 6/7           |
|                         |   Director                |               |
+-------------------------+---------------------------+---------------+
|   Mr. Pranay Kothari    |   Director                | 3/7           |
+-------------------------+---------------------------+---------------+
|   Mr. Ranjit Singh      |   Director                | 2/7           |
+-------------------------+---------------------------+---------------+
|   Mr. Manish Gupta      |   Director & General      | 7/7           |
|                         |   Manager (Commercial)    |               |
+-------------------------+---------------------------+---------------+
|   Mr. Manu Leopairote   | Board Chairman & Audit    | 6/7           |
|                         | Committee Chairman        |               |
+-------------------------+---------------------------+---------------+
|   Mr. Virabongsa        |   Director & Audit        | 3/3           |
|   Ramangkura*           |   Committee member        |               |
+-------------------------+---------------------------+---------------+
|   Mr. Shiraz Erach      |   Director & Audit        | 3/3           |
|   Poonevala*            |   Committee member        |               |
+-------------------------+---------------------------+---------------+
|   Mr. Praphad           |   Director                | 1/3           |
|   Phodhivorakhun*       |                           |               |
+-------------------------+---------------------------+---------------+

Note (*) Appointed on September 2, 2004

12. Supporting committees or sub-committees

The Board of Directors have recommended and shareholders have approved
an Audit Committee consisting of three independent directors. The Audit
Committee members have the requisite qualifications under the relevant
SET rules & guidelines. The powers and allocation of work have been
clearly defined by the shareholders and include review of internal
control systems, review of financial reports, connected transaction or
transaction involving conflict of interest.

13. Internal control and audit system

The Board of Directors exercises control through setting of annual
budgets and operational objectives with periodical review of which from
time to time. Meanwhile, the Audit Committee oversees the internal
controls and audit in the Company and suggests measures for improvement.

14. Board of Directors’ report

The Board of Directors is responsible for the Company’s financial
statements. As a part of the annual report, the directors have commented
on the financial results of the Company.

15. Relationship with investors

PTL places significance on the timely disclosure of accurate information
to its shareholders and investors. PTL holds regular meeting with
analysts and investors to disseminate information about the Company and
its operations. As regards investor relations, the Company has not yet
set up a specific work unit. Further information regarding the Company
may be obtained by contacting at tel. 0-2665-2706-8.

Measures to prevent use of internal information for executives’ personal
benefit

The Company has a policy on supervision of usage of internal company
information by its directors and management for their own benefit. The
directors and management who come to possess internal company
information are not permitted to buy or sell the securities of the
Company for a specified period prior to its announcement of operating
results.

Personnel

As of March 31, 2005, PTL had a total workforce of 253 persons, 231 of
whom are personnel at the plant in Rayong Province and 22 at the head
office in Bangkok. The Company also had 36 expatriates, 7 of whom are at
the head office in Bangkok and the remaining 29 in Rayong.

  -------------------------------------------------------------------------
          Department              Number of employees  
  ------- ----------------------- -------------------- --------------------
                                  As of Mar 31, 2004   As of Mar 31, 2005

  1.      Executives              7                    8

  2.      Production              156                  157

  3.      Commercial              20                   25

  4.      Sale and Marketing      11                   11

  5.      Chip plant              5                    36

  6.      IT and personnel        21                   16

          Total                   220                  253
  -------------------------------------------------------------------------

  Employee (non-executive) remuneration

(Bt. thousand)

  ------------------------------------------------------------------------
  Remuneration                            2003/2004      2004/2005
                                          (Apr-Mar)      (Apr-Mar)
  --------------------------------------- -------------- -----------------
  No. of employees                        213            245

  Salary                                  33,938         29,569

  Overtime pay                            5,270          6,786

  Bonus                                   1,659          3,247

  Provident fund*                         NA             294

  Others                                  10,853         19,630

  Total                                   51,720         59,526
  ------------------------------------------------------------------------

*The Company started contributing to the provident fund since September
2004.

There has been no labor dispute for the past years.

HRD Policy

The company realizes the importance of its staff as they are valuable
assets which play a major role in the success and growth of the company.
Therefore it has a policy to develop the efficiency, knowledge and
skills of its staff at all levels by having well organized annual
programmes. Training programmes are designed to improve the quality of
the working life of the employees.