Report From the Audit Committee

To Shareholders

Pursuant to the notification of the Stock Exchange of Thailand, the
company has constituted the Audit Committee to implement the Good
Corporate Governance Practices. The Audit Committee comprises of 3
independent directors with knowledge experience and expertise in
finance, accounting and business management, none of whom is an
executive or advisor of the company. The Committee had held 4 meetings
during the year 2005. The audit committee’s scope of works, duties and
responsibilities are in accordance with the Audit Committee charter B.E.
2542. The major agenda items discussed in the Audit committee meetings
held in 2005 can be summarized as follows:

-   Review of the financial statement with the management. The committee
    provided comments and recommendations to reflect the accuracy and
    sufficiency of the quarterly and annual financial statements.

-   Consideration and recommendations regarding the selection of the
    external auditor, as well as the audit fees for endorsement by the
    Board of Directors and approval by the shareholders

-   Consideration and review of the internal audit reports, as well as
    the internal control systems of the company.

-   Consideration and review of important operational and financial
    risk’s faced by the company and appropriate measures to minimize
    those risks.

-   Review of connected transactions and acquisition / deposition
    transactions, its accuracy and adequate disclosure in financial
    statement / reports and to ensure that such transactions are made on
    arms length basis and at fair market value. The Audit Committee and
    statutory Auditors of the company are of the view that such
    transactions were on arms-length basis and at fair market value.

-   Observe that company is complying with various legal and statutory
    laws and various regulations of Stock Exchange of Thailand and Stock
    Exchange of Commission.

-   Review of the compliance of Good Corporate Governance Practices
    prescribed by Stock Exchange of Thailand and found that company is
    implementing most practices in the business.

-   Review the sale of entire investment of 60% equity share holding in
    subsidiary company Thai Sulphites and Chemicals co., Ltd.

-   Review the Purchase of entire business of Thai Sulphites and
    Chemicals Co., ltd. (STC) by Thai Organic Chemicals Co. Ltd.,
    (TOCC), transaction by associated company to take advantage of
    synergy in its business.

Two Audit committee members participated in the Annual General Meeting
of the company held on 28^(th) April 2005 and one of them has chaired
the AGM for last 4 years consecutively and he was also the nominated
proxy for minority shareholder for attending AGM.

The Audit committee regularly submits the minutes of their meetings to
the Board of Director for their review and consideration.

Having considered the matter, the Audit Committee is of opinion that
Thai Carbon Black Public Company Limited put an emphasis on the good
corporate governance practices, resulting in an efficient internal
control system. The connected transactions were transacted during the
normal course of business at arms length and at market value. The
financial statements of 2005 are accurately recorded and disclosure of
information was adequate and in line with the accounting standards.

The Audit Committee has proposed to the Board of Directors for approval
in the Shareholders’ Meeting that Mr. Narong Puntawang, registered
license no.3315 and/or Ms. Thipawan Nananuwat, registered license
no.3459 and/or Ms. Siraporn Ouaanunkun, registered license no.3488 of
M/S Ernst & Young Office Limited, be appointed as the company’s auditor
for 2006 for a fee not over Baht 750,000-plus out of pocket expenses.

In conclusion, the Audit Committee performed its assigned duties and
responsibilities in year 2005 with due care, knowledge and independence
at its fullest – ability as well as provided forth right opinions to the
board of directors and the management for the benefit of company’s
shareholders and stakeholders in appropriate manner.

On behalf of the Audit Committee

_________________

Mr. Prakit Pradipasen

Chairman of the Meeting