11. Related party transactions

Related party transactions for the year ended 31 October 2008 and 2007
disclosed in this section comprise of transactions between the
enterprises and subsidiaries, associated, and individuals that may have
the conflict of interest, as follows:

Related Party Relationship at the end of October 31, 2008

Subsidiaries

  ----------- --------------- -------------------------------------------
  Company     Business        Relationship
  name                        

  Tamaka      Manufacture and Tamaka Sugar Industry Co., Ltd. Is
  Sugar       distribution of controlled by the company which owns 90.21%
  Industry    sugar and       of the subsidiary’s shares. Individuals
  Co., Ltd.   molasses        that relate to directors of the company own
                              9.79% of the subsidiary’s shares.
                              Therefore, related transactions between the
                              company and subsidiary are not required to
                              disclose because the ownership proportion
                              is less than 10%.

  New Krung   Manufacture and New Krung Thai Sugar Factory Co., Ltd. is
  Thai Sugar  distribution of controlled by the company which owns 93.01%
  Factory     sugar and       of the subsidiary’s shares. Individuals
  Co., Ltd.   molasses        that relate to directors of the company own
                              6.99 % of the subsidiary’s shares.
                              Therefore, related transactions between the
                              company and subsidiary are not required to
                              disclose because the ownership proportion
                              is less than 10%.

  New Kwang   Manufacture and New Kwang Soon Lee Sugar Factory Co., Ltd.
  Soon Lee    distribution of is controlled by the company which owns
  Sugar       sugar and       98.61% of the subsidiary’s shares.
  Factory     molasses        Individuals that relate to directors of the
  Co., Ltd.                   company own 1.39 % of the subsidiary’s
                              shares. Therefore, related transactions
                              between the company and subsidiary are not
                              required to disclose because the ownership
                              proportion is less than 10%.

  K.S.L. Real Housing and     K.S.L. Real Estate Co., Ltd. is a
  Estate Co., land for        subsidiary of and controlled by the company
  Ltd.        agriculture     which owns 80.31% of the subsidiary’s
              estate          shares. Major shareholders and directors of
              including       the company own 14.90 % of the subsidiary’s
              resort          shares. The company also has common
                              directors namely Mr. Chamroon Chinthammit,
                              Mr. Thawatchai Rojanachotikul, Mr. Sukhum
                              Tokaranyaset, Mr. Prapas Chutimavoraphand,
                              Mr. Trakarn Chunharojrit, Mr. Chalush
                              Chinthammit and Ms. Duangdao Chinthammit.

  Thai Sugar  Locating, silo  Thai Sugar Terminal Public Company Limited
  Terminal    warehouse and   is a subsidiary of and controlled by the
  Public      property rental company which owns 23.82% of the
  Company                     subsidiary’s shares. Major shareholders and
  Limited                     directors of the company own 28.77% of the
                              subsidiary’s shares. The company also has
                              common directors namely Mr. Prapas
                              Chutimavoraphand, Mr. Somchai Chinthammit
                              and Mr. Chalush Chinthammit.
  ----------- --------------- -------------------------------------------

+----------+--------------+-------------------------------------------+
| Company  | Business     | Relationship                              |
| name     |              |                                           |
+----------+--------------+-------------------------------------------+
| K.S.L.   | Export sugar | K.S.L. Export Trading Co., Ltd. Is a      |
| Export   | as exporting | subsidiary of and controlled by the       |
| Trading  | agent        | company, Tamaka Sugar Industry Co., Ltd., |
| Co.,     |              | New Krung Thai Sugar Factory Co., Ltd.    |
| Ltd.     |              | and New Kwang Soon Lee Sugar Factory Co., |
|          |              | Ltd. which own 33.87%, 23.11%, 16.04% and |
|          |              | 9.60% of the subsidiary’s shares,         |
|          |              | respectively. The company also has common |
|          |              | directors namely Mr. Chamroon             |
|          |              | Chinthammit, Mr. Thawatchai               |
|          |              | Rojanachotikul, Mr. Sukhum Tokaranyaset   |
|          |              | and Mr. Chalush Chinthammit.              |
+----------+--------------+-------------------------------------------+
| Koh Kong | Agricultural | Koh Kong Plantation Co.,Ltd. is           |
| Pl       | operation    | controlled by the company which owns      |
| antation | which is in  | 50.00% of the subsidiary’s shares. None   |
| Co.,Ltd. | the process  | of major shareholders and directors of    |
|          | of           | the company own the shares. Therefore,    |
|          | investment.  | related transactions between the company  |
|          |              | and subsidiary are not required to        |
|          |              | disclose.                                 |
+----------+--------------+-------------------------------------------+
| Koh Kong | Manufacture  | Koh Kong Sugar Industry Co., Ltd. is      |
| Sugar    | and          | controlled by the company which owns      |
| Industry | distribution | 50.00% of the subsidiary’s shares.        |
| Co.,     | of sugar and |                                           |
| Ltd.     | molasses     | None of major shareholders and directors  |
|          | which are    | of the company own the shares. Therefore, |
|          | during       | related transactions between the company  |
|          | investment   | and subsidiary are not required to        |
|          | process      | disclose.                                 |
+----------+--------------+-------------------------------------------+

Associates

The principal associate is:

  -------------- --------------- -------------------------------------------
  Company name   Business        Relationship

  Champion       Holding company Champion Fermentation Co., Ltd. is an
  Fermentation   (the company    associate of and controlled by the company
  Co., Ltd.      has an          which owns 32.50% of the associate’s
                 ownership       shares. Major shareholders and directors of
                 interest of     the company own 18.00% of the subsidiary’s
                 over 50% in     shares. Other major shareholders are a
                 Chantaburi      group of Taiwanese businessman. The company
                 Starch Co.,     also has common directors namely Mr.
                 Ltd. which      Chamroon Chinthammit, Mr. Sukhum
                 manufacture and Tokaranyaset and Mr. Thawatchai
                 distribute of   Rojanachotikul.
                 cassava starch) 
  -------------- --------------- -------------------------------------------

Related Companies

The principal related companies are:

  -------------- -------------- ---------------------------------------------
  Company name   Business       Relationship

  K.S.L. IT      Provide        K.S.L. IT Center Co., Ltd. is controlled by
  Center Co.,    computerized   Chengteh Chinaware (Thailand) Co., Ltd., and
  Ltd.           and database   Thai Fermentation Industry Co., Ltd., whose
                 services to    stakes individually equal to 50% of K.S.L. IT
                 parent company Center Co., Ltd.’s shares. The company also
                 and related    has common directors namely Mr. Chatri
                 parties.       Chinthammit.

  Chengteh       Manufacture    Chengteh Chinaware (Thailand) Co., Ltd. is
  Chinaware      and            controlled by the same shareholder group of
  (Thailand)     distribution   the company who owns 51.31% of Chengteh
  Co., Ltd.      of ceramic     Chinaware (Thailand) Co., Ltd.’s shares. The
                 products       company also has common directors namely Mr.
                                Chamroon Chinthammit, Mr. Sukhum
                                Tokaranyaset, Mr. Thawatchai Rojanachotikul,
                                Mr. Trakarn Chunharojrit and Mr. Chalush
                                Chinthammit.

  Thai           Manufacture    Thai Fermentation Industry Co., Ltd. is
  Fermentation   and            controlled by the same shareholder group of
  Industry Co.,  distribution   the company who owns 47.10% of Thai
  Ltd.           of seasoning   Fermentation Industry Co., Ltd.’s shares. The
                 powder         company also has common directors namely Mr.
                                Chamroon Chinthammit, Mr. Sukhum
                                Tokaranyaset, Mr. Thawatchai Rojanachotikul,
                                and Mr. Somchai Chinthammit.

  On Nuj         Hotel and real On Nuj Construction Co., Ltd. is controlled
  Construction   estate agent   by the same shareholder group of the company
  Co., Ltd.                     who owns 78.50% of On Nuj Construction Co.,
                                Ltd.’s shares. The company also has common
                                directors namely Mr. Chamroon Chinthammit,
                                Mr. Chalush Chinthammit, Ms. Duangkae
                                Chinthammit, Ms. Duangdao Chinthammit and Mr.
                                Prapas Chutimavoraphand.

  K.K. Wood      Manufacture    K.K. Wood Industry Co., Ltd. is controlled by
  Industry Co.,  and            the same shareholder group of the company who
  Ltd.           distribution   owns 93.01% of K.K. Wood Industry Co., Ltd.’s
                 of processing  shares. There is no common director.
                 products       

  Amarco Co.,    Distribution   Amarco Co., Ltd. is controlled by the same
  Ltd.           of pesticide   shareholder group of the company who owns
                 products       100% of Amarco Co., Ltd.’s shares. There is
                                no common director.

  Sahamit        Distribution   Sahamit Machinery Public Company Limited has
  Machinery      of spare       common director namely Mr. Pornsin
  Public Company parts,         Thaemsirichai.
  Limited        machinery,     
                 tools and      
                 equipments for 
                 industrial     
                 factory        
  -------------- -------------- ---------------------------------------------

11.1 The following transactions were carried out with related parties:

11.1.1 Sales of goods and services (for the year ended 31 October 2008
and 2007)

  -------------------- ------------------- ----------------- ----------- ---------
  Sellers/ Service     Customers           Commercial terms  Amount      
  providers                                and conditions    (Thousand   
                                                             Baht)       

                                                             31 October  31
                                                             2008        October
                                                                         2007

  Khon Kean Sugar      Thai Fermentation   Sales of sugar    34,852      8,954
  Industry Public      Industry Co., Ltd.  and molasses were             
  Company Limited                          carried out at                
                                           market price.                 

  Tamaka Sugar                                               77,888      92,431
  Industry Co., Ltd.                                                     

  New Krung Thai Sugar                                       26          52,945
  Factory Co., Ltd.                                                      

  New Kwang Soon Lee                                         17,529      -
  Sugar Factory Co.,                                                     
  Ltd.                                                                   

  KSL Chemical Co.,    Thai Fermentation   Sales of resin    481         1,150
  Ltd.                 Industry Co., Ltd.  were carried out              
                                           at market price.              

  K.S.L. Export        Khon Kean Sugar     Service fees of   4,352       1,914
  Trading Co., Ltd.    Industry Public     goods exporting               
                       Company Limited     were charged                  
                                           according to the              
                                           volume of goods,              
                                           which are                     
                                           generally rates               
                                           in the market.                

                       Tamaka Sugar                          2,987       1,930
                       Industry Co., Ltd.                                

                       New Krung Thai                        2,040       1,068
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       New Kwang Soon Lee                    1,299       863
                       Sugar Factory Co.,                                
                       Ltd.                                              

  Thai Sugar Terminal  Khon Kean Sugar     Service fees of   8,088       5,362
  Public Company       Industry Public     goods custody and             
  Limited              Company Limited     goods exporting               
                                           were charged                  
                                           according to the              
                                           volume of goods               
                                           and the custody               
                                           time, which are               
                                           generally rates               
                                           in the market.                

                       Tamaka Sugar                          5,221       7,333
                       Industry Co., Ltd.                                

                       New Krung Thai                        6,091       3,985
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       New Kwang Soon Lee                    1,088       752
                       Sugar Factory Co.,                                
                       Ltd.                                              

  Thai Fermentation    Khon Kean Sugar     Sales of chemical 668         867
  Industry Co., Ltd.   Industry Public     products were                 
                       Company Limited     carried out at                
                                           market price.                 

                       Tamaka Sugar                          858         985
                       Industry Co., Ltd.                                

                       New Krung Thai                        515         496
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       New Kwang Soon Lee                    568         430
                       Sugar Factory Co.,                                
                       Ltd.                                              

  K.S.L. IT Center     Khon Kean Sugar     Service fees of   2,395       2,281
  Co., Ltd.            Industry Public     computerized                  
                       Company Limited     activities were               
                                           charged according             
                                           to actual                     
                                           expenses, which               
                                           are standard                  
                                           rates for service             
                                           activities.                   

                       Tamaka Sugar                          1,654       1,572
                       Industry Co., Ltd.                                

                       New Krung Thai                        1,390       1,197
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       New Kwang Soon Lee                    1,395       1,291
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       K.S.L. Export                         114         59
                       Trading Co., Ltd.                                 

  Sahamit Machinery    Khon Kean Sugar     Service fees of   3,142       2,935
  Public Company       Industry Public     machinery                     
  Limited              Company Limited     maintenance were              
                                           carried out at                
                                           market price.                 

                       Tamaka Sugar                          350         112
                       Industry Co., Ltd.                                

                       New Krung Thai                        -           145
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       New Kwang Soon Lee                    5,623       25
                       Sugar Factory Co.,                                
                       Ltd.                                              
  -------------------- ------------------- ----------------- ----------- ---------

Sales of goods and services transactions stated above were carried out
on normal terms and conditions of business.

11.1.2 Outstanding balances arising from sales/purchases of
goods/services

  -------------------- ------------------- ------------------ ----------- ---------
  Related entities                         Type of            Amount      
                                           transaction        (Thousand   
                                                              Baht)       

  Company              Related parties                        31 October  31
                                                              2008        October
                                                                          2007

  Khon Kean Sugar      Thai Sugar Terminal Other accounts     708         36
  Industry Public      Public Company      receivable                     
  Company Limited      Limited                                            

                       K.S.L. Export       Other accounts     3,030       -
                       Trading Co., Ltd.   receivable                     

                                           Cash advance for   -           818
                                           sugar                          

                       K.S.L. IT Center    Other accounts and 153         16
                       Co., Ltd.           notes payable                  

                       Koh Kong Plantation Other accounts     13          13
                       Co.,Ltd.            receivable                     

                       Thai Fermentation   Other accounts and 3           18
                       Industry Co., Ltd.  notes payable                  

                                           Advance received   8,750       3,725
                                           from customers for             
                                           goods                          

                       K.K. Wood Industry  Other accounts     78          233
                       Co., Ltd.           receivable                     

                       On Nuj Construction Other accounts and 23          -
                       Co., Ltd.           notes payable                  

                       Sahamit Machinery   Other accounts and 762         1,943
                       Public Company      notes payable                  
                       Limited                                            

  Tamaka Sugar         Thai Sugar Terminal Other accounts     27          -
  Industry Co., Ltd.   Public Company      receivable                     
                       Limited                                            

                                           Accrued expense    -           303

                       Thai Fermentation   Accounts and notes 1,396       417
                       Industry Co., Ltd.  receivable                     

                       K.S.L. IT Center    Prepaid expense    -           44
                       Co., Ltd.                                          

                                           Other accounts and -           301
                                           notes payable                  

                       K.S.L. Export       Cash advance for   -           307
                       Trading Co., Ltd.   sugar                          

                                           Accrued expense    -           17

                       Sahamit Machinery   Other accounts and 244         1,177
                       Public Company      notes payable                  
                       Limited                                            

                                                                          

                                                                          

  Related entities                         Type of            Amount      
                                           transaction        (Thousand   
                                                              Baht)       

  Company              Related parties                        31 October  31
                                                              2008        October
                                                                          2007

  New Krung Thai Sugar Thai Sugar Terminal Other accounts     373         -
  Factory Co., Ltd.    Public Company      receivable                     
                       Limited                                            

                       Thai Fermentation   Advance received   37,358      37,358
                       Industry Co., Ltd.  from customers for             
                                           goods                          

                                           Other accounts and 13          -
                                           notes payable                  

                       K.S.L. IT Center    Prepaid expense    17          39
                       Co., Ltd.                                          

                       K.S.L. Export       Cash advance for   -           188
                       Trading Co., Ltd.   sugar                          

                                           Other accounts and -           11
                                           notes payable                  

                       Sahamit Machinery   Other accounts and -           15
                       Public Company      notes payable                  
                       Limited                                            

  New Kwang Soon Lee   K.S.L. Export       Cash advance for   -           696
  Sugar Factory Co.,   Trading Co., Ltd.   sugar                          
  Ltd.                                                                    

                                           Other accounts and -           8
                                           notes payable                  

                       Thai Fermentation   Other accounts and 11          -
                       Industry Co., Ltd.  notes payable                  

                       K.S.L. IT Center    Prepaid expense    -           39
                       Co., Ltd.                                          

                       Koh Kong Sugar      Other accounts     34,832      -
                       Industry Co., Ltd.  receivable                     

                       Sahamit Machinery   Other accounts and 248         -
                       Public Company      notes payable                  
                       Limited                                            
  -------------------- ------------------- ------------------ ----------- ---------

11.1.3 Rental fee (for the year ended 31 October 2008 and 2007)

  -------------- -------------- ------------- ----------- --------- ------------------
  Lessor         Lessee         Significant   Amount                Necessity and
                                transaction   (Thousand             reasonableness of
                                              Baht)                 Connected
                                                                    Transaction

                                              31 October  31        
                                              2008        October   
                                                          2007      

  Khon Kean      On Nuj         Office and    486         486       Rental fees were
  Sugar Industry Construction   car park                            carried out at
  Public Company Co., Ltd.      rental area                         market price.
  Limited                       of 202.84                           
                                square                              
                                meters.                             

                 Chengteh       Office and    1,458       1,451     
                 Chinaware      car park                            
                 (Thailand)     rental area                         
                 Co., Ltd.      of 495.54                           
                                square                              
                                meters.                             

                 K.S.L. IT      Office and    363         363       
                 Center Co.,    car park                            
                 Ltd.           rental area                         
                                of 202.84                           
                                square                              
                                meters.                             

                 Amarco Co.,    Land rental   20          33        
                 Ltd.           area of 536                         
                                square                              
                                meters.                             

                 K.K. Wood      Land rental   895         829       
                 Industry Co.,  area of 864                         
                 Ltd.           and 1,728                           
                                square meters                       
                                (increased                          
                                during the                          
                                year 2008).                         

  Tamaka Sugar   K.S.L. Export  Office rental 108         18        
  Industry Co.,  Trading Co.,   area of 30                          
  Ltd.           Ltd.           square                              
                                meters.                             

  Champion       Tamaka Sugar   Land rental   135         135       Land leasing is
  Fermentation   Industry Co.,  fee                                 for a plot of
  Co., Ltd.      Ltd.                                               experimental sugar
                                                                    cane plantation
                                                                    and sugar cane
                                                                    research.

  K.S.L. Real    Tamaka Sugar   Office rental 135         142       Rental fees were
  Estate Co.,    Industry Co.,  area of 55.19                       carried out at
  Ltd.           Ltd.           square meters                       market price.
                                including                           
                                furniture.                          
  -------------- -------------- ------------- ----------- --------- ------------------

11.1.4 Sales/ Purchases of assets and Investments (for the year ended 31
October 2008 and 2007)

+-----+----------------------+------+---------------------------------+
| D   | Significant          | Am   | Necessity and reasonableness of |
| ate | transaction          | ount | Connected Transaction           |
|     |                      | (    |                                 |
|     |                      | Thou |                                 |
|     |                      | sand |                                 |
|     |                      | B    |                                 |
|     |                      | aht) |                                 |
+-----+----------------------+------+---------------------------------+
| 30  | The company made     | 3    | The company made an increase of |
| Apr | additional           | ,390 | this subsidiary’s capital in    |
| 2   | investment in        |      | order to maintain the same      |
| 007 | ordinary shares for  |      | shareholding proportion as      |
|     | the capital increase |      | previously held.                |
|     | of K.S.L. Export     |      |                                 |
|     | Trading Co., Ltd.    |      |                                 |
+-----+----------------------+------+---------------------------------+
|     | Tamaka Sugar         | 2    | Tamaka Sugar Industry Co., Ltd. |
|     | Industry Co., Ltd.   | ,311 | made an increase of this        |
|     | made additional      |      | subsidiary’s capital in order   |
|     | investment in        |      | to maintain the same            |
|     | ordinary shares for  |      | shareholding proportion as      |
|     | the capital increase |      | previously held.                |
|     | of K.S.L. Export     |      |                                 |
|     | Trading Co., Ltd.    |      |                                 |
+-----+----------------------+------+---------------------------------+
|     | New Krung Thai Sugar | 1    | New Krung Thai Sugar Factory    |
|     | Factory Co., Ltd.    | ,604 | Co., Ltd. made an increase of   |
|     | made additional      |      | this subsidiary’s capital in    |
|     | investment in        |      | order to maintain the same      |
|     | ordinary shares for  |      | shareholding proportion as      |
|     | the capital increase |      | previously held.                |
|     | of K.S.L. Export     |      |                                 |
|     | Trading Co., Ltd.    |      |                                 |
+-----+----------------------+------+---------------------------------+
|     | New Kwang Soon Lee   | 960  | New Kwang Soon Lee Sugar        |
|     | Sugar Factory Co.,   |      | Factory Co., Ltd. made an       |
|     | Ltd. made additional |      | increase of this subsidiary’s   |
|     | investment in        |      | capital in order to maintain    |
|     | ordinary shares for  |      | the same shareholding           |
|     | the capital increase |      | proportion as previously held.  |
|     | of K.S.L. Export     |      |                                 |
|     | Trading Co., Ltd.    |      |                                 |
+-----+----------------------+------+---------------------------------+
| 5   | The company made     | 17   | The company made an increase of |
| Sep | additional           | ,000 | this associate’s capital in     |
| 2   | investment in        |      | order to maintain the same      |
| 007 | ordinary shares for  |      | shareholding proportion as      |
|     | the capital increase |      | previously held.                |
|     | of Champion          |      |                                 |
|     | Fermentation Co.,    |      |                                 |
|     | Ltd.                 |      |                                 |
+-----+----------------------+------+---------------------------------+
| 24  | The company made     | 280  | The company made an increase of |
| Dec | additional           | ,000 | this subsidiary’s capital in    |
| 2   | investment in        |      | order to repay the subsidiary’s |
| 007 | ordinary shares for  |      | debt.                           |
|     | the capital increase |      |                                 |
|     | of New Kwang Soon    |      |                                 |
|     | Lee Sugar Factory    |      |                                 |
|     | Co., Ltd.            |      |                                 |
+-----+----------------------+------+---------------------------------+
| 10  | Thai Sugar Terminal  | 8    | Thai Sugar Terminal Public      |
| Feb | Public Company       | ,739 | Company Limited made an         |
| 2   | Limited made         |      | increase of this associate’s    |
| 008 | additional           |      | capital in order to maintain    |
|     | investment in        |      | the same shareholding           |
|     | ordinary shares for  |      | proportion as previously held.  |
|     | the capital increase |      |                                 |
|     | of Kerry Siam        |      |                                 |
|     | Seaport Co., Ltd.    |      |                                 |
+-----+----------------------+------+---------------------------------+
| 28  | Thai Sugar Terminal  | 2    | Thai Sugar Terminal Public      |
| Apr | Public Company       | ,988 | Company Limited made an         |
| 2   | Limited made         |      | increase of this associate’s    |
| 008 | additional           |      | capital in order to maintain    |
|     | investment in        |      | the same shareholding           |
|     | ordinary shares for  |      | proportion as previously held.  |
|     | the capital increase |      |                                 |
|     | of                   |      |                                 |
|     |                      |      |                                 |
|     | T S Transport and    |      |                                 |
|     | Logistics Co., Ltd.  |      |                                 |
+-----+----------------------+------+---------------------------------+
| 14  | The company made     | 200  | The company made an increase of |
| Jul | additional           | ,000 | this subsidiary’s capital in    |
| 2   | investment in        |      | order to maintain the same      |
| 008 | ordinary shares for  |      | shareholding proportion as      |
|     | the capital increase |      | previously held.                |
|     | of Khon Kean Sugar   |      |                                 |
|     | Power Plant Co.,     |      |                                 |
|     | Ltd.                 |      |                                 |
+-----+----------------------+------+---------------------------------+
| 28  | Khon Kean Sugar      | 112  | Khon Kean Sugar Industry Public |
| Jul | Industry Public      | ,500 | Company Limited made an         |
| 2   | Company Limited made |      | increment of this subsidiary’s  |
| 008 | additional           |      | capital in order to maintain    |
|     | investment in        |      | the same shareholding           |
|     | ordinary shares for  |      | proportion as previously held.  |
|     | the capital increase |      |                                 |
|     | of Khon Kean Alcohol |      |                                 |
|     | Co., Ltd.            |      |                                 |
+-----+----------------------+------+---------------------------------+
| 28  | The company made     | 131  | The company made an increase of |
| Jul | additional           | ,875 | this subsidiary’s capital in    |
| 2   | investment in        |      | order to support the expansion  |
| 008 | ordinary shares for  |      | of capacity of sugar production |
|     | the capital increase |      | project.                        |
|     | of New Krung Thai    |      |                                 |
|     | Sugar Factory Co.,   |      |                                 |
|     | Ltd.                 |      |                                 |
+-----+----------------------+------+---------------------------------+
| 20  | The company made     | 34   | The company made an increase of |
| Aug | additional           | ,150 | this subsidiary’s capital in    |
| 2   | investment in        |      | order to maintain the same      |
| 008 | ordinary shares for  |      | shareholding proportion as      |
|     | the capital increase |      | previously held.                |
|     | of Wynn In Trading   |      |                                 |
|     | Co., Ltd.            |      |                                 |
+-----+----------------------+------+---------------------------------+

  ------ ----------------------- ----------- ----------------------------------
  Date   Significant transaction Amount      Necessity and reasonableness of
                                 (Thousand   Connected Transaction
                                 Baht)       

  29 Sep The company made        60,000      The company made an increase of
  2008   additional investment               this subsidiary’s capital in order
         in ordinary shares for              to maintain the same shareholding
         the capital increase of             proportion as previously held.
         Khon Kean Sugar Power               
         Plant Co., Ltd.                     

  29 Sep The company made        45,000      The company made an increase of
  2008   additional investment               this subsidiary’s capital in order
         in ordinary shares for              to maintain the same shareholding
         the capital increase of             proportion as previously held.
         Khon Kean Alcohol Co.,              
         Ltd.                                

  13 Oct The company made        30,000      The company increased the
  2008   additional investment               subsidiary’s capital.
         in ordinary shares for              
         the capital increase of             
         KSL. Agro Co., Ltd.                 

  30 Oct The company made        45,000      The company increased the
  2008   additional investment               subsidiary’s capital.
         in ordinary shares for              
         the capital increase of             
         KSL. Agro Co., Ltd.                 
  ------ ----------------------- ----------- ----------------------------------

11.1.5 Borrowings from/ Loans to related parties (for the year ended 31
October 2008 and 2007)

+-------+------------+---+----+-----+---+---+-----------------------+
| For   |            |   |    |     |   |   |                       |
| the   |            |   |    |     |   |   |                       |
| year  |            |   |    |     |   |   |                       |
| ended |            |   |    |     |   |   |                       |
| 31    |            |   |    |     |   |   |                       |
| Oc    |            |   |    |     |   |   |                       |
| tober |            |   |    |     |   |   |                       |
| 2008  |            |   |    |     |   |   |                       |
+-------+------------+---+----+-----+---+---+-----------------------+
| Bor   | Lender     | A | Lo | Rep | A | I | Necessity and         |
| rower |            | s | an | aym | s | n | reasonableness of     |
|       |            | a | ad | ent | a | t | Connected Transaction |
|       |            | t | di | dur | t | e |                       |
|       |            |   | ti | ing |   | r |                       |
|       |            | 3 | on | the | 3 | e |                       |
|       |            | 1 | du | per | 1 | s |                       |
|       |            | N | ri | iod | O | t |                       |
|       |            | o | ng |     | c | p |                       |
|       |            | v | t  |     | t | a |                       |
|       |            | 2 | he |     | 2 | i |                       |
|       |            | 0 | pe |     | 0 | d |                       |
|       |            | 0 | ri |     | 0 |   |                       |
|       |            | 7 | od |     | 8 |   |                       |
+-------+------------+---+----+-----+---+---+-----------------------+
| K     | Khon Kean  | 1 | -  | (1  | - | 1 | The loan was provided |
| .S.L. | Sugar      | 3 |    | 3,6 |   | 3 | as financial          |
| Real  | Industry   | , |    | 00) |   | 7 | supporting and        |
| E     | Public     | 6 |    |     |   |   | interest rate were    |
| state | Company    | 0 |    |     |   |   | charged at the same   |
| Co.,  | Limited    | 0 |    |     |   |   | rate with lender’s    |
| Ltd.  |            |   |    |     |   |   | liabilities plus      |
|       |            |   |    |     |   |   | 0.25% per annum.      |
+-------+------------+---+----+-----+---+---+-----------------------+
| Pra   | K.S.L.     | 9 | 1  | (1  | 7 | 1 | The loan was provided |
| chaup | Export     | 5 | ,2 | ,23 | 8 | 0 | as financial          |
| Ind   | Trading    | , | 22 | 9,8 | , | , | supporting through    |
| ustry | Co., Ltd.  | 5 | ,9 | 88) | 6 | 7 | K.S.L. Export Trading |
| Co.,  |            | 8 | 09 |     | 0 | 4 | Co., Ltd. which was   |
| Ltd.  |            | 1 |    |     | 2 | 0 | registered according  |
|       |            |   |    |     |   |   | to the laws and       |
|       |            |   |    |     |   |   | regulations of sugar  |
|       |            |   |    |     |   |   | exporting. The credit |
|       |            |   |    |     |   |   | line from financial   |
|       |            |   |    |     |   |   | institution was       |
|       |            |   |    |     |   |   | defined and borrowed  |
|       |            |   |    |     |   |   | by K.S.L. Export      |
|       |            |   |    |     |   |   | Trading Co., Ltd.     |
|       |            |   |    |     |   |   | Then, K.S.L. Export   |
|       |            |   |    |     |   |   | Trading Co., Ltd.     |
|       |            |   |    |     |   |   | lent to sugar         |
|       |            |   |    |     |   |   | factories. Therefore, |
|       |            |   |    |     |   |   | K.S.L. Export Trading |
|       |            |   |    |     |   |   | Co., Ltd. represents  |
|       |            |   |    |     |   |   | an intermediary for   |
|       |            |   |    |     |   |   | credit line carried   |
|       |            |   |    |     |   |   | out.                  |
+-------+------------+---+----+-----+---+---+-----------------------+

+-------+------------+---+----+-----+---+---+-----------------------+
| For   |            |   |    |     |   |   |                       |
| the   |            |   |    |     |   |   |                       |
| year  |            |   |    |     |   |   |                       |
| ended |            |   |    |     |   |   |                       |
| 31    |            |   |    |     |   |   |                       |
| Oc    |            |   |    |     |   |   |                       |
| tober |            |   |    |     |   |   |                       |
| 2007  |            |   |    |     |   |   |                       |
+-------+------------+---+----+-----+---+---+-----------------------+
| Bor   | Lender     | A | Lo | Rep | A | I | Necessity and         |
| rower |            | s | an | aym | s | n | reasonableness of     |
|       |            | a | ad | ent | a | t | Connected Transaction |
|       |            | t | di | dur | t | e |                       |
|       |            |   | ti | ing |   | r |                       |
|       |            | 3 | on | the | 3 | e |                       |
|       |            | 1 | du | per | 1 | s |                       |
|       |            | N | ri | iod | O | t |                       |
|       |            | o | ng |     | c | p |                       |
|       |            | v | t  |     | t | a |                       |
|       |            | 2 | he |     | 2 | i |                       |
|       |            | 0 | pe |     | 0 | d |                       |
|       |            | 0 | ri |     | 0 |   |                       |
|       |            | 6 | od |     | 7 |   |                       |
+-------+------------+---+----+-----+---+---+-----------------------+
| K     | Khon Kean  | 1 | -  | -   | 1 | 8 | The loan was provided |
| .S.L. | Sugar      | 3 |    |     | 3 | 2 | as financial          |
| Real  | Industry   | , |    |     | , | 3 | supporting and        |
| E     | Public     | 6 |    |     | 6 |   | interest rate were    |
| state | Company    | 0 |    |     | 0 |   | charged at the same   |
| Co.,  | Limited    | 0 |    |     | 0 |   | rate with lender’s    |
| Ltd.  |            |   |    |     |   |   | liabilities plus      |
|       |            |   |    |     |   |   | 0.25% per annum.      |
+-------+------------+---+----+-----+---+---+-----------------------+
| Khon  | K.S.L.     | - | 6  | (66 | - | 2 | The loan was provided |
| Kean  | Export     |   | 60 | 0,0 |   | , | as financial          |
| Sugar | Trading    |   | ,0 | 00) |   | 5 | supporting through    |
| Ind   | Co., Ltd.  |   | 00 |     |   | 0 | K.S.L. Export Trading |
| ustry |            |   |    |     |   | 2 | Co., Ltd. which was   |
| P     |            |   |    |     |   |   | registered in         |
| ublic |            |   |    |     |   |   | accordance with the   |
| Co    |            |   |    |     |   |   | laws and regulations  |
| mpany |            |   |    |     |   |   | of sugar exporting.   |
| Li    |            |   |    |     |   |   | The credit line from  |
| mited |            |   |    |     |   |   | financial institution |
|       |            |   |    |     |   |   | was defined and       |
|       |            |   |    |     |   |   | borrowed by K.S.L.    |
|       |            |   |    |     |   |   | Export Trading Co.,   |
|       |            |   |    |     |   |   | Ltd. Then, K.S.L.     |
|       |            |   |    |     |   |   | Export Trading Co.,   |
|       |            |   |    |     |   |   | Ltd. lent to sugar    |
|       |            |   |    |     |   |   | factories. Therefore, |
|       |            |   |    |     |   |   | K.S.L. Export Trading |
|       |            |   |    |     |   |   | Co., Ltd. represents  |
|       |            |   |    |     |   |   | an intermediary for   |
|       |            |   |    |     |   |   | credit line carried   |
|       |            |   |    |     |   |   | out.                  |
+-------+------------+---+----+-----+---+---+-----------------------+

Policy on Future Related party transactions

The Audit Committee passed the resolution of related party transactions
as the followings:-

The Audit Committee has reviewed the related party transactions
described in the table above and given the view that it was in
accordance with normal business practice and carried out at market
price.

Policy on future related party transactions

1.  Normal Business Transactions

  Normal business transactions include transfer and transport services
  and warehouse rental from Thai Sugar Terminal Public Company Limited
  and sales and purchases of sugar between the company and the
  subsidiaries. These connected transactions will firstly be brought to
  the company’s consideration in respect of the company’s interests and
  be ensured that they will be carried out at market price.

2.  Rental Service Transactions

  Rental service transactions will be carried out at market price and
  the same rate given to third parties.

3.  Sales and Purchases of Assets and Investments

  Sales and purchases of assets and investments are an increase of
  capital in order to maintain the same shareholding proportion as
  previously held. It is also an investment for the current business
  expansion and the future business growth. The policy of sales and
  purchases of assets and investments will firstly be brought to the
  company’s consideration in respect of the company’s interests and the
  justification for entering into the transaction, the necessity and
  appropriateness of such transactions.

4.  Borrowings from/ Loan to persons having potential conflict of
    interest

  Borrowings from/ Loan to persons having potential conflict of interest
  will firstly be brought to the company’s consideration in respect of
  the justification for entering into the transaction, the necessity and
  appropriateness of such transactions.

5.  Other Related Transactions

  Other related transactions are transactions other than 1-4 stated
  above.

Related party transactions between the company and the subsidiaries and
the persons having potential conflict of interest, having a stake in or
possibly having a conflict of interest in the future shall be subject to
the opinion of the Audit Committee for their consideration in respect of
the justification for entering into the transaction, the necessity and
appropriateness of such transactions. In case the Audit Committee
considers it lack expertise required for the consideration of possible
transactions, it is empowered to recruit experts as needed. Experts, for
example, could be an auditor or an independent appraisement officer,
which is independent from both the company and persons having potential
conflict of interest. The opinion of these recruited experts will be
used in the decision-making of the Audit Committee and/or the Board of
Directors of the company and/or shareholders as the case may be.

The Board of Directors of the company ensures compliance with the laws
on securities and exchange, regulations, notifications, orders or any
requirements of the Stock Exchange of Thailand, including compliance
with regulations on the disclosure of information on connected
transactions and the acquisition or disposal of important assets of the
company or its subsidiaries, and compliance with the accounting
standards established by the Institute of Certified Accountants and
Auditors of Thailand.

Capital structure of individuals having potential conflict of interest
over 10%

Capital structure of individuals having potential conflict of interest
over 10% is as the followings:-

1.  K.S.L. Real Estate Co., Ltd.

  The individuals having potential conflict of interest own 14.90% of
  K.S.L. Real Estate Co., Ltd.’s shares. These shareholders intend to
  hold their shares for an indefinite period of time. The major business
  of K.S.L. Real Estate Co., Ltd. is for training and seminar center.
  Since K.S.L. Real Estate Co., Ltd. had loss from operations and its
  fair value of shares is less than par value; therefore, these
  individuals having potential conflict of interest have views not to
  dispose this shares proportion in the near future.

2.  Thai Sugar Terminal Public Company Limited (TSTE)

  The individuals having potential conflict of interest own 28.77% of
  the TSTE’s shares. Mr. Prapas Chutimavoraphand and his family invest
  in TSTE for its personal interest and do not relate to the company.
  The company owns 23.82% of the TSTE’s shares and has no policy to
  increase its capital proportion. Consequently, the company could not
  alter TSTE’s capital structure and has no policy forcing the directors
  of the company to sell their shares to the company. Moreover, the
  shareholders and directors have no intention to transfer their
  benefits to one of these two companies because the shareholding
  proportion in the company of most shareholders and directors is higher
  than their shareholding proportion in TSTE. In addition, Thai Sugar
  Terminal Public Company Limited has many directors from other sugar
  companies; thus, power balancing in TSTE is reasonable for both
  companies. To conclude, the related transactions between the company
  and TSTE are in line with the characteristics of normal trading in the
  market which will maximize highest value to both companies.

3.  Champion Fermentation Co., Ltd.

  The individuals having potential conflict of interest own 18.00% of
  Champion Fermentation Co., Ltd.’s shares. Other major shareholders are
  a group of Taiwanese businessman. Champion Fermentation Co., Ltd.,
  formerly, has no business transactions except land leasing. However,
  Champion Fermentation Co., Ltd. has invested in cassava starch
  industry which does not relate to sugar industry in the end of 2004.
  The purpose of investment is for dividend received in the future.

In conclusion, the shareholding structure of the company and the
subsidiaries, which is owned by the individuals having potential
conflict of interest over 10% in some companies, is the result from the
past. Currently, the company has an intention changing its structure in
order to minimize those conflicts. In addition, the company has the
policy to directly invest in subsidiaries and associates in the future.
Also, there will be the limitations in shareholding proportion for the
individuals having potential conflict of interest except it will be done
to maximize the company’s value. Furthermore, the persons having
potential conflict of interest will not make any investments in business
that may constitute the conflicts of interest to the company or in
competitive business to the company.