pythainlp/thai-financial-dataset huggingface dataset:
Related party transactions with persons who may have conflict of
interests with the company

The connected transaction & connected persons

The connected transactions with persons, who may have conflict of
interest with TCB are transaction between TCB, its associated companies
or related companies which has same major shareholder and / or has
common directors

Thai Rayon Pcl is the persons who may have conflict of interests with
the company because they are major shareholder both TCB and other
companies who do transaction with TCB.

Connected transaction:

  Corporate guarantees for related company’s credit facilities

The company has given undertaking for a maximum amount of US$ 4.6 million to the two overseas financial institutions to obtain various credit facilities by M/S Alexandria Fibre Co.,Ltd (AFCO). 

Thai Rayon Pcl is a connected person because it is a major shareholder of both TCB (24.98%) and AFCO (14.4%) and has common directors.

Rational of transaction

  Company provided guarantee to AFCO in proportion of its shareholding
  in the company. The transaction was approved by the Audit Committee
  and the Board of Director also and it is a normal requirement for
  Banks / Financial institutions to ask such guarantee from the major
  shareholder for financing the project.

Short term loan to Thai Acrylic Fiber (approved in principle)

The board has approved in principle for granting Short Term loan not
over Baht 95 million at interest rate better than the deposit rate from
the bank as per the tenor of loan to Thai Acrylic Fiber (TAF).

Thai Rayon Pcl is connected person because it is a major shareholder of both TCB (24.98%) and TAF (30%).

Rational of transaction

The transaction was approved in principle by both Audit Committee and
the board of directors which has opinion that this transaction will be
done at arms length with benefit to company.

Type of business with person who may have conflict of interests:

Sale of steam & power

Thai carbon black Pcl is having the transaction of sell of electricity
and steam, which is generated from the waste heat gases generated during
its process of manufacturing of carbon black to Thai Rayon Pcl.

Rational of transaction

  The company sells electricity and steam which is generated during the
  process of manufacturing of carbon black to Thai Rayon Pcl in the
  normal course of business. The electricity selling price is based on
  PEA electricity selling price and steam selling price is based on
  energy value of steam linked with PEA electricity selling price. The
  audit committee reviewed the transaction and considered this
  transaction as normal business transaction with underlying market
  price and selling price as reasonable.

The complete details of related party transactions with subsidiary and
related companies are given in note no. 6 of financial statement.
Land, Buildings, and Machines (Company only)

The details of various locations and land area are as follows :

Location Land Area Ownership Rai Ngan Wah

1. Factory at Angthong 225 2 121.04 Owned by the company

2. Worker Colony at

Angthong 3 0 0 Owned by the company

3. Storage tanks at

Sriracha 12 0 51 Owned by the company

Total 240 2 72.04

Total Book Value of Land = Baht 156,408,871

The company does not have any machines and equipment which is having the
Book Value of more than 10% of the total assets. All the assets are
shown at Net Book Value in the financial statement.

Details of Property, Plant, and Equipment

  --------- --------------------------- ------------------ ------------------
            Items                       The Company        Consolidated

  1         Land                        138,225,412        138,225,412

  2         Building, Roads & Lease     329,785,151        492,475,727
            Rights                                         

  3         Plant & Machinery           4,870,659,477      5,637,504,042

  4         Furniture, Office           69,751,745         79,153,875
            Equipments, Hardware &                         
            Software                                       

  5         Motor Vehicle               11,282,302         12,978,686

  6         Construction in Progress    25,250,084         29,447,953

            Total Cost                  5,444,954,171      6,389,785,695

  Less:     Accumulated Depreciation    3,043,341,041      3,412,838,859

            Total Net Book Value        2,401,613,130.00   2,976,946,836.00
  --------- --------------------------- ------------------ ------------------

Investment

Investment policy 

The manufacturing of carbon black is Company’s core business and Company
always looks for the opportunities to expand and grow and emphasize on
future growth of the business. Due to Company’s growth policy, the
company grew from the initial capacity of 16,000 MT to 275,000 MT/ year
by way of 6 expansions and debottlenecking and continuous improvement in
the production process.

The decision of Company’s investment mainly depends on growth
opportunities, return on investment and sustainable growth of Company
business and its investment in other companies.

Company’s investment is focused on its core business carbon black where
the company and Aditya Birla Group have major growth plans for carbon
black business and at present company is exploring possibilities for
putting up carbon black projects in emerging markets.

The company will continue to explore possibilities to invest and expand
in carbon black and other business to maximize return on shareholders
funds.

 

Rules regarding the principle, condition and practices of disclosure
information about financial status and performance of the applicant
under the notification of Capital Market Supervisory Board No.Tor Jor.
11/ 2552 canceled this part and no information is required to be
disclosed here.
Thai Carbon Black Public Company Limited

Form 56-1

As On 31^(ST) December 2010

Head Office : 888/122, 888/128 Mahatun Plaza Bldg. 12th Floor

Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330.

Tel. 02-253-6745 - 54 Fax. 02-254-9031,02-253-2812

Factory : 44 Moo 1 Ayutthaya Angthong Road, Tambol Posa

Amphur Muang, Angthong 14000

Tel. (035) 672-150-4 Fax. (035) 672-148-9

Contents

  Page

Part 1: Executive Summary 1-

Part 2:

  General Information 2-

1. Risk factors 4-

2. Business operation 10-

3. Industry situation and marketing 17-

4. Research and Development 32-

5. Operation Asset 33-

6. Future plans 35-

7. Legal disputes 36-

8. Capital and Shareholdings 37-

9. Management Structure 39-

10. Corporate Governance Report 48-

  11. Internal control 58-

12. Related party and connected transactions 61-

  13. Financial status and operational result 63-

14. Other related data 84-

Part 3 : Approval on correction of information 85- 

Attachment 1 Director & Management Profile 91-

Attachment 2 Details of Directorship of Company’s Director & Management
in other 103-

Subsidiary / Associated Companies

Attachment 3 Audit Committee report 105-
Part 2 : 

General information

Company Name : Thai Carbon Black Public Company Limited

Company Registration No. : 0107537001251

Type of business : Manufacturer of carbon black

Location of Head Office : 888/122, 888/128, Mahatun Plaza Building,
12^(th) Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330

Tel. 0-2253-6745-54

Fax 0-2254-9031, 0-2253-2812

E-mail : jaiprakash.shahal@adityabirla.com

rajesh.k.jha@adityabirla.com

Website: http://www.birlacarbon.com

http://www.adityabirla.com

Location of Factory : 44 Moo1, Ayuthaya-Angthong Highway, Tumbol Posa,
Amphur Muang,

Angthong 14000

Tel. (035) 672-150-4

Fax (035) 672-148-9

E-mail : jaiprakash.shahal@adityabirla.com

rajesh.k.jha@adityabirla.com

Share capital : Baht 300,000,000

  divided into 300,000,000 ordinary shares of Baht 1/- each.

  Our capital is fully paid up. The company has not increased its share
  capital during last 7 years.

Investor Relations

Corporate Finance Department : 1. Mr. Jaiprakash Shahal

(Investor Relation) Tel: 035-672144, 035-672150-4 Ext 104

Fax: 035-672-148

Email: jaiprakash.shahal@adityabirla.com

2. Mr. Rajesh K Jha

Tel: 035-672144, 035-672150-4 Ext 120

Fax: 035-672-148

Email: rajesh.k.jha@adityabirla.com

Share Registrar : Thailand Securities Depository Co.,Ltd.

No.62 Ratchadapisek Road,

Klongtoey, Bangkok 10110.

Tel : 0-2229-2800

  Fax : 0-2359-1259

Trustee : - None -

Auditors : 1. Mr. Termphong Opanaphan Registered License no. 3501

  2. Ms. Thipawan Nananuwat Registered License no. 3459

  3. Ms. Siriporn Ouaanunkun Registered License no. 3844

  Ernst & Young Office Ltd.

  Lake Rachda Building, 33rd floor

  193/136-137 Rachdapisek Road, Bangkok

Tel : 0-2264-0777, 0-2661-9190

Fax : 0-2661-9192
Related party transactions with persons who may have conflict of
interests with the company

The connected transaction & connected persons

The connected transactions with persons, who may have conflict of
interest with TCB are transaction between TCB, its associated companies
or related companies which has same major shareholder and / or has
common directors

Thai Rayon Pcl is the persons who may have conflict of interests with
the company because they are major shareholder both TCB and other
companies who do transaction with TCB.

Connected transaction:

  Corporate guarantees for related company’s credit facilities

The company has given undertaking for a maximum amount of US$ 4.6 million to the two overseas financial institutions to obtain various credit facilities by M/S Alexandria Fibre Co.,Ltd (AFCO). 

Thai Rayon Pcl is a connected person because it is a major shareholder of both TCB (24.98%) and AFCO (14.4%) and has common directors.

Rational of transaction

  Company provided guarantee to AFCO in proportion of its shareholding
  in the company. The transaction was approved by the Audit Committee
  and the Board of Director also and it is a normal requirement for
  Banks / Financial institutions to ask such guarantee from the major
  shareholder for financing the project.

Short term loan to Thai Acrylic Fiber (approved in principle)

The board has approved in principle for granting Short Term loan not
over Baht 95 million at interest rate better than the deposit rate from
the bank as per the tenor of loan to Thai Acrylic Fiber (TAF).

Thai Rayon Pcl is connected person because it is a major shareholder of both TCB (24.98%) and TAF (30%).

Rational of transaction

The transaction was approved in principle by both Audit Committee and
the board of directors which has opinion that this transaction will be
done at arms length with benefit to company.

Type of business with person who may have conflict of interests:

Sale of steam & power

Thai carbon black Pcl is having the transaction of sell of electricity
and steam, which is generated from the waste heat gases generated during
its process of manufacturing of carbon black to Thai Rayon Pcl.

Rational of transaction

  The company sells electricity and steam which is generated during the
  process of manufacturing of carbon black to Thai Rayon Pcl in the
  normal course of business. The electricity selling price is based on
  PEA electricity selling price and steam selling price is based on
  energy value of steam linked with PEA electricity selling price. The
  audit committee reviewed the transaction and considered this
  transaction as normal business transaction with underlying market
  price and selling price as reasonable.

The complete details of related party transactions with subsidiary and
related companies are given in note no. 7 of financial statement.
Land, Buildings, and Machines (Company only)

The details of various locations and land area are as follows:

Location Land Area Ownership Rai Ngan Wah

1. Factory at Angthong 189 1 305.4 Owned by the company

2. Worker Colony at Angthong 3 0 0 Owned by the company

3. Storage tanks at Sriracha 12 0 76 Owned by the company

4. New Colony at Angthong 17 3 87 Owned by the company

Total 218 4 468

Hence Total will be 219 1 68

Total Book Value of Land = Baht 138,225,412 Baht

The company does not have any machines and equipment which is having the
Book Value of more than 10% of the total assets. All the assets are
shown at Net Book Value in the financial statement.

Details of Property, Plant, and Equipment (Unit-Thousand Baht)

  --------- --------------------------- ----------------- -----------------
            Items                       The Company       Consolidated

  1         Land                        138,225           138,225

  2         Building, Roads & Lease     492,060           671,690
            Rights                                        

  3         Plant & Machinery           4,725,546         5,588,967

  4         Furniture, Office           70,102            80,672
            Equipments, Hardware &                        
            Software                                      

  5         Motor Vehicle               11,282            13,156

  6         Construction in Progress    117,849           128,754

            Total Cost                  5,555,064         6,621,464

  Less:     Accumulated Depreciation    3,383,439         3,876,214

            Total Net Book Value        2,171,625         2,745,250
  --------- --------------------------- ----------------- -----------------

Investment

Investment policy 

The manufacturing of carbon black is Company’s core business and Company
always looks for the opportunities to expand and grow and emphasize on
future growth of the business. Due to Company’s growth policy, the
company grew from the initial capacity of 16,000 MT to 275,000 MT/ year
by way of 6 expansions and debottlenecking and continuous improvement in
the production process.

The decision of Company’s investment mainly depends on growth
opportunities, return on investment and sustainable growth of Company
business and its investment in other companies.

Company’s investment is focused on its core business carbon black where
the company and Aditya Birla Group have major growth plans for carbon
black business and at present company is exploring possibilities for
putting up carbon black projects in emerging markets.

The company will continue to explore possibilities to invest and expand
in carbon black and other business to maximize return on shareholders
funds.

 

Rules regarding the principle, condition and practices of disclosure
information about financial status and performance of the applicant
under the notification of Capital Market Supervisory Board No.Tor Jor.
11/ 2552 canceled this part and no information is required to be
disclosed here.
Thai Carbon Black Public Company Limited

Form 56-1

As On 31^(ST) December 2011

Head Office : 888/122, 888/128 Mahatun Plaza Bldg. 12th Floor

Ploenchit Road, Lumpini, Pathumwan, Bangkok 10330.

Tel. 02-253-6745 - 54 Fax. 02-254-9031,02-253-2812

Factory : 44 Moo 1 Ayutthaya Angthong Road, Tambol Posa

Amphur Muang, Angthong 14000

Tel. (035) 672-150-4 Fax. (035) 672-148-9

Contents

  Page

Part 1: Executive Summary 1-

Part 2:

  General Information 2-

1. Risk factors 4-

2. Business operation 10-

3. Industry situation and marketing 17-

4. Research and Development 32-

5. Operation Asset 33-

6. Future plans 35-

7. Legal disputes 36-

8. Capital and Shareholdings 37-

9. Management Structure 39-

10. Corporate Governance Report 48-

  11. Internal control 58-

12. Related party and connected transactions 61-

  13. Financial status and operational result 63-

14. Other related data 84-

Part 3 : Approval on correction of information 85- 

Attachment 1 Director & Management Profile 91-

Attachment 2 Details of Directorship of Company’s Director & Management
in other 103-

Subsidiary / Associated Companies

Attachment 3 Audit Committee report 105-
Part 2 : 

General information

Company Name : Thai Carbon Black Public Company Limited

Company Registration No. : 0107537001251

Type of business : Manufacturer of carbon black

Location of Head Office : 888/122, 888/128, Mahatun Plaza Building,
12^(th) Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330

Tel. 0-2253-6745-54

Fax 0-2254-9031, 0-2253-2812

E-mail : prabhat.g@adityabirla.com

rajesh.k.jha@adityabirla.com

Website: http://www.birlacarbon.com

http://www.adityabirla.com

Location of Factory : 44 Moo1, Ayuthaya-Angthong Highway, Tumbol Posa,
Amphur Muang,

Angthong 14000

Tel. (035) 672-150-4

Fax (035) 672-148-9

E-mail : prabhat.g@adityabirla.com

rajesh.k.jha@adityabirla.com

Share capital : Baht 300,000,000

  divided into 300,000,000 ordinary shares of Baht 1/- each.

  Our capital is fully paid up. The company has not increased its share
  capital during last 7 years.

Investor Relations

Corporate Finance Department : 1. Mr. Prabhat Gupta

(Investor Relation) Tel: 035-672144, 035-672150-4 Ext 104

Fax: 035-672-148

Email: prabhat.g@adityabirla.com

2. Mr. Rajesh K Jha

Tel: 035-672144, 035-672150-4 Ext 120

Fax: 035-672-148

Email: rajesh.k.jha@adityabirla.com

Share Registrar : Thailand Securities Depository Co.,Ltd.

No.62 Ratchadapisek Road,

Klongtoey, Bangkok 10110.

Tel : 0-2229-2800

  Fax : 0-2359-1259

Trustee : - None -

Auditors : 1. Mr. Termphong Opanaphan Registered License no. 4501

  2. Ms. Thipawan Nananuwat Registered License no. 3459

  3. Ms. Siriporn Ouaanunkun Registered License no. 3844

  Ernst & Young Office Ltd.

  Lake Rachda Building, 33rd floor

  193/136-137 Rachdapisek Road, Bangkok

Tel : 0-2264-0777, 0-2661-9190

Fax : 0-2661-9192
Related party transactions with persons who may have conflict of
interests with the company

The connected transaction & connected persons

The connected transactions with persons, who may have conflict of
interest with TCB are transaction between TCB, its associated companies
or related companies which has same major shareholder and / or has
common directors

Thai Rayon Pcl is the persons who may have conflict of interests with
the company because they are major shareholder both TCB and other
companies who do transaction with TCB.

Connected transaction:

  Corporate guarantees for related company’s credit facilities

The company has given undertaking for a maximum amount of US$ 4.6 million to the two overseas financial institutions to obtain various credit facilities by M/S Alexandria Fibre Co.,Ltd (AFCO). 

Thai Rayon Pcl is a connected person because it is a major shareholder of both TCB (24.98%) and AFCO (14.4%) and has common directors.

Rational of transaction

  Company provided guarantee to AFCO in proportion of its shareholding
  in the company. The transaction was approved by the Audit Committee
  and the Board of Director also and it is a normal requirement for
  Banks / Financial institutions to ask such guarantee from the major
  shareholder for financing the project.

Short term loan to Thai Acrylic Fiber (approved in principle)

The board has approved in principle for granting Short Term loan not
over Baht 95 million at interest rate better than the deposit rate from
the bank as per the tenor of loan to Thai Acrylic Fiber (TAF).

Thai Rayon Pcl is connected person because it is a major shareholder of both TCB (24.98%) and TAF (30%).

Rational of transaction

The transaction was approved in principle by both Audit Committee and
the board of directors which has opinion that this transaction will be
done at arms length with benefit to company.

Type of business with person who may have conflict of interests:

Sale of steam & power

Thai carbon black Pcl is having the transaction of sell of electricity
and steam, which is generated from the waste heat gases generated during
its process of manufacturing of carbon black to Thai Rayon Pcl.

Rational of transaction

  The company sells electricity and steam which is generated during the
  process of manufacturing of carbon black to Thai Rayon Pcl in the
  normal course of business. The electricity selling price is based on
  PEA electricity selling price and steam selling price is based on
  energy value of steam linked with PEA electricity selling price. The
  audit committee reviewed the transaction and considered this
  transaction as normal business transaction with underlying market
  price and selling price as reasonable.

  The complete details of related party transactions with subsidiary and
  related companies are given in note no. 7 of financial statement.
Attachment – 2 :

Details of Directorship of Company's Directors & Management in other
Subsidiary / Associate companies / Related companies As on 31st December
2012

[TABLE]

Director list of Subsidiary Company

  ----- ------------------------- ------------------------------- --------
  S N   Names                     Subsidiary Companies            

                                  LBCC                            BCM

  1     Dr. Santrupt Misra        /                               /

  2     Mr. Sanjeev Sood          /                                

  3     Mr. Gary Cao              /                                

  4     Mr Surendra Goyal                                         /

  5     Mr. Eduardo David Garcia                                  /

        Remarks:                                                  

        LBCC                      Liaoning Birla Carbon Co., Ltd, 
                                  China                           

        BCM                       Birla Carbon Mexico, S. A. DE   
                                  C. V., Mexico                   

                                                                  

        /                         Director                        

                                                                  
  ----- ------------------------- ------------------------------- --------