11. Related party transactions

Related party transactions for the year ended 31 October 2009 and 2008
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 as at October 31, 2009

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
              holiday resort  shares. The company also has common
              for training    directors namely Mr. Chamroon Chinthammit,
              and seminar     Mr. Thawatchai Rojanachotikul, Mr. Sukhum
              center          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 name  Business        Relationship

  K.S.L. Export Export sugar as K.S.L. Export Trading Co., Ltd. is a
  Trading Co.,  exporting agent subsidiary of and controlled by the
  Ltd.                          company, Tamaka Sugar Industry Co., Ltd.,
                                New Krung Thai Sugar Factory Co., 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.

  Savannakhet   Agricultural    Savannakhet Sugar Corporation is controlled
  Sugar         Operation,      by the company which owns 97.00% of the
  Corporation   Manufacture and subsidiary’s shares. None of major
                distribution of shareholders and directors of the company
                sugar and       own the subsidiary’s shares. Therefore,
                molasses        related transactions between the company
                                and subsidiary are not required to
                                disclose.

  Koh Kong      Manufacture and Koh Kong Sugar Industry Co., Ltd. is
  Sugar         distribution of controlled by the company which owns 50.00%
  Industry Co., sugar and       of the subsidiary’s shares. None of major
  Ltd.          molasses which  shareholders and directors of the company
                are during      own the shares. Therefore, related
                investment      transactions between the company and
                process         subsidiary are not required to 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 2009
and 2008)

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

                                                             31 October  31
                                                             2009        October
                                                                         2008

  Khon Kaen Sugar      Thai Fermentation   Sales of sugar    8,989       34,852
  Industry Public      Industry Co., Ltd.  and molasses were             
  Company Limited                          carried out at                
                                           market prices.                

  Tamaka Sugar                                               188         77,888
  Industry Co., Ltd.                                                     

  New Krung Thai Sugar                                       33,822      26
  Factory Co., Ltd.                                                      

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

  KSL Chemical Co.,    Thai Fermentation   Sales of resin    -           481
  Ltd.                 Industry Co., Ltd.  were carried out              
                                           at market prices.             

  K.S.L. Export        Khon Kaen Sugar     Service fees of   4,320       4,352
  Trading Co., Ltd.    Industry Public     goods exporting               
                       Company Limited     were charged                  
                                           according to the              
                                           volume of goods,              
                                           which are general             
                                           rates in the                  
                                           market.                       

                       Tamaka Sugar                          3,314       2,987
                       Industry Co., Ltd.                                

                       New Krung Thai                        2,046       2,040
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       New Kwang Soon Lee                    166         1,299
                       Sugar Factory Co.,                                
                       Ltd.                                              

  Thai Sugar Terminal  Khon Kaen Sugar     Service fees of   8,252       8,088
  Public Company       Industry Public     goods custody and             
  Limited and its      Company Limited     goods exporting               
  subsidiary company                       were charged                  
                                           according to the              
                                           volume of goods               
                                           and the custody               
                                           time, which are               
                                           general rates in              
                                           the market.                   

                       Tamaka Sugar                          6,477       5,221
                       Industry Co., Ltd.                                

                       New Krung Thai                        7,033       6,091
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       New Kwang Soon Lee                    1,318       1,088
                       Sugar Factory Co.,                                
                       Ltd.                                              

  Thai Fermentation    Khon Kaen Sugar     Sales of chemical 865         668
  Industry Co., Ltd.   Industry Public     products were                 
                       Company Limited     carried out at                
                                           market prices.                

                       Tamaka Sugar                          800         858
                       Industry Co., Ltd.                                

                       New Krung Thai                        767         515
                       Sugar Factory Co.,                                
                       Ltd.                                              

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

  K.S.L. IT Center     Khon Kaen Sugar     Service fees of   2,198       2,395
  Co., Ltd.            Industry Public     computerized                  
                       Company Limited     activities were               
                                           charged according             
                                           to actual                     
                                           expenses, which               
                                           are standard                  
                                           rates for service             
                                           activities.                   

                       Tamaka Sugar                          1,577       1,654
                       Industry Co., Ltd.                                

                       New Krung Thai                        1,679       1,390
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       New Kwang Soon Lee                    1,231       1,395
                       Sugar Factory Co.,                                
                       Ltd.                                              

                       K.S.L. Export                         128         114
                       Trading Co., Ltd.                                 

  Sahamit Machinery    Khon Kaen Sugar     Service fees of   1,089       3,142
  Public Company       Industry Public     machinery                     
  Limited              Company Limited     maintenance were              
                                           carried out at                
                                           market prices.                

                       Tamaka Sugar                          216         350
                       Industry Co., Ltd.                                

                       New Kwang Soon Lee                    -           5,623
                       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
                                                              2009        October
                                                                          2008

  Khon Kaen Sugar      Thai Sugar Terminal Other accounts     -           708
  Industry Public      Public Company      receivable                     
  Company Limited      Limited                                            

                       K.S.L. Export       Other accounts     20,139      3,030
                       Trading Co., Ltd.   receivable                     

                                           Accrued expenses   290         -

                       Koh Kong Sugar      Other accounts     32          -
                       Industry Co., Ltd.  receivable                     

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

                       K.S.L. IT Center    Other accounts and 211         153
                       Co., Ltd.           notes payable                  

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

                                           Advance received   -           8,750
                                           from customers for             
                                           goods                          

                       K.K. Wood Industry  Other accounts     56          78
                       Co., Ltd.           receivable                     

                                           Income received in 17          -
                                           advance                        

                       On Nuj Construction Other accounts and 22          23
                       Co., Ltd.           notes payable                  

                       Sahamit Machinery   Other accounts and -           762
                       Public Company      notes payable                  
                       Limited                                            

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

                                           Accrued expenses   320         -

                       K.S.L. Export       Accrued expenses   330         -
                       Trading Co., Ltd.                                  

                       Koh Kong Sugar      Other accounts     7,355       -
                       Industry Co., Ltd.  receivable                     

  Related entities                         Type of            Amount      
                                           transaction        (Thousand   
                                                              Baht)       

  Company              Related parties                        31 October  31
                                                              2009        October
                                                                          2008

  Tamaka Sugar         Koh Kong Plantation Other accounts     985         -
  Industry Co., Ltd.   Co.,Ltd.            receivable                     

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

                       K.S.L. IT Center    Prepaid expenses   17          -
                       Co., Ltd.                                          

                                           Accrued expenses   2           -

                       Sahamit Machinery   Other accounts and 65          244
                       Public Company      notes payable                  
                       Limited                                            

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

                       K.S.L. Export       Accrued expenses   70          -
                       Trading Co., Ltd.                                  

                       Koh Kong Plantation Other accounts     7           -
                       Co.,Ltd.            receivable                     

                       Thai Fermentation   Advance received   3,569       37,358
                       Industry Co., Ltd.  from customers for             
                                           goods                          

                                           Other accounts and 8           13
                                           notes payable                  

                       K.S.L. IT Center    Prepaid expenses   17          17
                       Co., Ltd.                                          

                                           Accrued expenses   2           -

                       Sahamit Machinery   Accounts           372         -
                       Public Company      payable-Assets                 
                       Limited                                            

  New Kwang Soon Lee   K.S.L. Export       Accrued expenses   28          -
  Sugar Factory Co.,   Trading Co., Ltd.                                  
  Ltd.                                                                    

                       Koh Kong Sugar      Other accounts     1,388       34,832
                       Industry Co., Ltd.  receivable                     

                       Thai Fermentation   Other accounts and 2           11
                       Industry Co., Ltd.  notes payable                  

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

11.1.3 Rental fee (for the year ended 31 October 2009 and 2008)

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

                                              31 October  31        
                                              2009        October   
                                                          2008      

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

                 Chengteh       Office and    1,333       1,458     
                 Chinaware      car park                            
                 (Thailand)     rental area                         
                 Co., Ltd.      of 495.54                           
                                square                              
                                meters.                             

                 K.S.L. IT      Office and    336         363       
                 Center Co.,    car park                            
                 Ltd.           rental area                         
                                of 202.84                           
                                square                              
                                meters.                             

                 Amarco Co.,    Land rental   18          20        
                 Ltd.           area of 536                         
                                square                              
                                meters.                             

                 K.K. Wood      Land rental   220         895       
                 Industry Co.,  area of 864                         
                 Ltd.           and 1,728                           
                                square meters                       
                                (land rental                        
                                area had been                       
                                decreased to                        
                                1,728 square                        
                                meters in                           
                                2009)                               

  Tamaka Sugar   K.S.L. Export  Office rental 108         108       
  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. Rental
                                                                    fees were charged
                                                                    at market prices.

  K.S.L. Real    Tamaka Sugar   Office rental 125         135       Rental fees were
  Estate Co.,    Industry Co.,  area of 55.19                       carried out at
  Ltd.           Ltd.           square meters                       market prices.
                                including                           
                                furniture.                          
  -------------- -------------- ------------- ----------- --------- ------------------

11.1.4 Sales/ Purchases of assets and investments (for the year ended 31
October 2009 and 2008)

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

  10 Feb Thai Sugar Terminal      8,739       Thai Sugar Terminal Public      
  2008   Public Company Limited               Company Limited made an         
         made additional                      increase of this associate’s    
         investment in ordinary               capital in order to maintain    
         shares for the capital               the same shareholding           
         increase of Kerry Siam               proportion as previously held.  
         Seaport Co., Ltd.                                                    

  28 Apr Thai Sugar Terminal      2,988       Thai Sugar Terminal Public      
  2008   Public Company Limited               Company Limited made an         
         made additional                      increase of this subsidiary’s   
         investment in ordinary               capital in order to maintain    
         shares for the capital               the same shareholding           
         increase of T S                      proportion as previously held.  
         Transport and Logistics                                              
         Co., Ltd.                                                            

  14 Jul The company made         200,000     The company made an increase of 
  2008   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to maintain the same      
         capital increase of Khon             shareholding proportion as      
         Kean Sugar Power Plant               previously held.                
         Co., Ltd.                                                            

  28 Jul The company made         112,500     The company made an increase of 
  2008   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to maintain the same      
         capital increase of Khon             shareholding proportion as      
         Kean Alcohol Co., Ltd.               previously held.                

  28 Jul The company made         131,875     The company made an increase of 
  2008   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to support the expansion  
         capital increase of New              of capacity of sugar production 
         Krung Thai Sugar Factory             project.                        
         Co., Ltd.                                                            

  20 Aug The company made         34,150      The company made an increase of 
  2008   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to maintain the same      
         capital increase of Wynn             shareholding proportion as      
         In Trading Co., Ltd.                 previously held.                

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

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

  13 Oct The company made         30,000      The company made an increase of 
  2008   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to maintain the same      
         capital increase of KSL.             shareholding proportion as      
         Agro Co., Ltd.                       previously held.                

  30 Oct The company made         45,000      The company made an increase of 
  2008   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to maintain the same      
         capital increase of KSL.             shareholding proportion as      
         Agro Co., Ltd.                       previously held.                

  8 Apr  The company made         85,000      The company made an increase of 
  2009   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to maintain the same      
         capital increase of KSL.             shareholding proportion as      
         Agro Co., Ltd.                       previously held.                

  28 Apr The company made         112,500     The company made an increase of 
  2009   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to maintain the same      
         capital increase of Khon             shareholding proportion as      
         Kean Alcohol Co., Ltd.               previously held.                

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

  13 Jul The company made         10,000      The company made an increase of 
  2009   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to maintain the same      
         capital increase of KSL.             shareholding proportion as      
         Agro Co., Ltd.                       previously held.                

  21 Jul The company made         140,000     The company made an increase of 
  2009   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to support the expansion  
         capital increase of Khon             of capacity of sugar production 
         Kaen Sugar Power Plant               project.                        
         Co., Ltd.                                                            

  28 Jul The company paid the     169,880     The company made an increase of 
  2009   advance share                        this subsidiary’s capital in    
         subscription fee for an              order to maintain the same      
         additional investment in             shareholding proportion as      
         ordinary shares for the              previously held.                
         capital increase of                                                  
         Savannakhet Sugar                                                    
         Corporation.                                                         

  22 Oct The company made         121,500     The company made an increase of 
  2009   additional investment in             this subsidiary’s capital in    
         ordinary shares for the              order to support the expansion  
         capital increase of Khon             of capacity of sugar production 
         Kaen Alcohol Co., Ltd.               project.                        
  ------ ------------------------ ----------- ------------------------------- --

11.1.5 Borrowings from/ Loans to related parties (for the year ended 31
October 2009 and 2008)

+-------+------------+---+----+-----+---+---+------------------------+
| For   |            |   |    |     |   |   |                        |
| the   |            |   |    |     |   |   |                        |
| year  |            |   |    |     |   |   |                        |
| ended |            |   |    |     |   |   |                        |
| 31    |            |   |    |     |   |   |                        |
| Oc    |            |   |    |     |   |   |                        |
| tober |            |   |    |     |   |   |                        |
| 2009  |            |   |    |     |   |   |                        |
+-------+------------+---+----+-----+---+---+------------------------+
| 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 |                        |
|       |            | 1 | on | the | 3 | e |                        |
|       |            | N | du | per | 1 | s |                        |
|       |            | o | ri | iod | O | t |                        |
|       |            | v | ng |     | c | p |                        |
|       |            | 2 | t  |     | t | a |                        |
|       |            | 0 | he |     | 2 | i |                        |
|       |            | 0 | pe |     | 0 | d |                        |
|       |            | 8 | ri |     | 0 |   |                        |
|       |            |   | od |     | 9 |   |                        |
+-------+------------+---+----+-----+---+---+------------------------+
| Pra   | K.S.L.     | 7 | 6  | (58 | 1 | 1 | The loan was provided  |
| chaup | Export     | 8 | 35 | 3,5 | 3 | 0 | as financial           |
| Ind   | Trading    | , | ,3 | 87) | 0 | , | supporting through     |
| ustry | Co., Ltd.  | 6 | 40 |     | , | 1 | K.S.L. Export Trading  |
| Co.,  |            | 0 |    |     | 3 | 4 | Co., Ltd. which was    |
| Ltd.  |            | 2 |    |     | 5 | 2 | registered according   |
|       |            |   |    |     | 5 |   | 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 |            |   |    |     |   |   |                        |
| 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 |                        |
|       |            | 1 | on | the | 3 | e |                        |
|       |            | N | du | per | 1 | s |                        |
|       |            | o | ri | iod | O | t |                        |
|       |            | v | ng |     | c | p |                        |
|       |            | 2 | t  |     | t | a |                        |
|       |            | 0 | he |     | 2 | i |                        |
|       |            | 0 | pe |     | 0 | d |                        |
|       |            | 7 | ri |     | 0 |   |                        |
|       |            |   | 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.                   |
+-------+------------+---+----+-----+---+---+------------------------+

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.