10. Related Transactions

10.1 Related Transactions of the Company

+------+-----+----------+----------------+-----+-----+-------------+
| Per  | Com | Rela     |   Transactions | Tr  | Tr  |             |
| sons | pan | tionship |                | ans | ans |  Necessity/ |
| who  | ies |          |                | act | act |   Remarks   |
| may  | w   |          |                | ion | ion |             |
| have | ith |          |                | Va  | Va  |             |
| conf | r   |          |                | lue | lue |             |
| lict | ela |          |                | dur | dur |             |
| of   | ted |          |                | ing | ing |             |
| inte | tra |          |                | fis | fis |             |
| rest | nsa |          |                | cal | cal |             |
|      | cti |          |                | y   | y   |             |
|      | ons |          |                | ear | ear |             |
|      |     |          |                | en  | en  |             |
|      |     |          |                | ded | ded |             |
|      |     |          |                | 31  | 31  |             |
|      |     |          |                | Ma  | Ma  |             |
|      |     |          |                | rch | rch |             |
|      |     |          |                | 2   | 2   |             |
|      |     |          |                | 009 | 010 |             |
|      |     |          |                |     |     |             |
|      |     |          |                | (M  | (M  |             |
|      |     |          |                | ill | ill |             |
|      |     |          |                | ion | ion |             |
|      |     |          |                | Ba  | Ba  |             |
|      |     |          |                | ht) | ht) |             |
+======+=====+==========+================+=====+=====+=============+
| Nuvo | The | - Mr.    |   - Revenue    |   0 |   3 |   - is a    |
| Line | C   | Keeree’s |   from the     |     | 7.3 |   normal    |
| Ag   | omp | Group is |   design.      |     |     |             |
| ency | any | a major  |                |     |     | transaction |
| Co., |     | sha      |   - The        |     |     |   of which  |
| Ltd  |     | reholder |   Company      |     |     |   the       |
| .⁽¹⁾ |     | of both  |   executed the |     |     |   service   |
|      |     | the      |   Project      |     |     |   fee to be |
|      |     | Company  |   Management   |     |     |   received  |
|      |     | and Nuvo |   Consultancy  |     |     |   from Nuvo |
|      |     | Line     |   Services     |     |     |   Line      |
|      |     | Agency   |   Agreement    |     |     |   Agency    |
|      |     | Co.,     |   with Nuvo    |     |     |   Co., Ltd. |
|      |     | Ltd. Mr. |   Line Agency  |     |     |   is        |
|      |     | Keeree’s |   Co., Ltd.,   |     |     |   according |
|      |     | Group    |   with the     |     |     |   to market |
|      |     | directly |   total        |     |     |   price.    |
|      |     | holds    |   service fee  |     |     |             |
|      |     | 31.31%   |   of Baht 100  |     |     |   - The     |
|      |     | of paid  |   million for  |     |     |   size of   |
|      |     | up       |   the          |     |     |   this      |
|      |     | capital  |   development  |     |     |             |
|      |     | of the   |   of           |     |     | transaction |
|      |     | Company  |   Paholyothin  |     |     |   exceeds   |
|      |     | and      |   condominium  |     |     |   0.03% but |
|      |     | in       |   which is the |     |     |   less than |
|      |     | directly |                |     |     |   3% of the |
|      |     | holds    | re-development |     |     |   net       |
|      |     | 80% of   |   of phase I   |     |     |   tangible  |
|      |     | the paid |   of the       |     |     |   assets of |
|      |     | up       |   condominium  |     |     |   the       |
|      |     | capital  |   already in   |     |     |   Company   |
|      |     | of Nuvo  |   possession.  |     |     |   as per    |
|      |     | Line     |   The Company  |     |     |   the       |
|      |     | Agency   |   will be a    |     |     |   c         |
|      |     | Co.,     |   consultant   |     |     | onsolidated |
|      |     | Ltd. at  |   for the      |     |     |   financial |
|      |     | the time |   management   |     |     |             |
|      |     | of this  |   of the       |     |     |  statements |
|      |     | tran     |   design and   |     |     |   of        |
|      |     | saction. |   construction |     |     |   Company   |
|      |     |          |   and project  |     |     |   for the   |
|      |     | -        |   management   |     |     |   6-month   |
|      |     | Pacific  |   in respect   |     |     |   period    |
|      |     | Harbor   |   of the       |     |     |   ended 30  |
|      |     | Advisors |   planning.    |     |     |   September |
|      |     | Pte Ltd. |                |     |     |   2009,     |
|      |     | is a     |   As at the    |     |     |             |
|      |     | sha      |   end of 31    |     |     |  therefore, |
|      |     | reholder |   March 2010,  |     |     |   this      |
|      |     | of both  |   there were   |     |     |             |
|      |     | the      |   items        |     |     | transaction |
|      |     | Company  |   recorded in  |     |     |   is deemed |
|      |     | and Nuvo |   the account  |     |     |   a         |
|      |     | Line     |   as follows:  |     |     |             |
|      |     | Agency   |                |     |     | medium-size |
|      |     | Co.,     | -   Unearned   |     |     |             |
|      |     | Ltd. At  |     Revenue    |     |     | transaction |
|      |     | the time |     from Nuvo  |     |     |   which     |
|      |     | of this  |     Line       |     |     |   requires  |
|      |     | tran     |     Agency     |     |     |   an        |
|      |     | saction, |     Co., Ltd.  |     |     |   approval  |
|      |     | Pacific  |     in the     |     |     |   for the   |
|      |     | Harbor   |     amount of  |     |     |   execution |
|      |     | Advisors |     Baht 76.8  |     |     |   of the    |
|      |     | Pte Ltd. |     million    |     |     |             |
|      |     | directly |                |     |     | transaction |
|      |     | holds    |                |     |     |   from the  |
|      |     | 12.7% of |                |     |     |   Board of  |
|      |     | paid up  |                |     |     |             |
|      |     | capital  |                |     |     |  Directors. |
|      |     | of the   |                |     |     |   And the   |
|      |     | Company  |                |     |     |   Board of  |
|      |     | and      |                |     |     |   Directors |
|      |     | directly |                |     |     |   meeting   |
|      |     | holds    |                |     |     |   No.       |
|      |     | 20% of   |                |     |     |   6/2009,   |
|      |     | the paid |                |     |     |   held on   |
|      |     | up       |                |     |     |   12        |
|      |     | capital  |                |     |     |   November  |
|      |     | of Nuvo  |                |     |     |   2009,     |
|      |     | Line     |                |     |     |   already   |
|      |     | Agency   |                |     |     |   approved  |
|      |     | Co.,     |                |     |     |   the       |
|      |     | Ltd.     |                |     |     |   execution |
|      |     |          |                |     |     |   of this   |
|      |     |          |                |     |     |   t         |
|      |     |          |                |     |     | ransaction. |
+------+-----+----------+----------------+-----+-----+-------------+
| BTS  |     | -   BTS  |   - Revenue    |     |     |   This      |
| As   | The |          |   from the     |  10 |  20 |             |
| sets |   C |   Assets |   design and   | 7.3 | 9.4 | transaction |
| Co., | omp |     Co., |   construction |     |     |   was       |
| Ltd. | any |     Ltd. |                |     |     |             |
| (f   |     |     is a |   - The        |     |     |  transacted |
| orme |     |     su   |   Company is   |     |     |   with      |
| rly, |     | bsidiary |   the          |     |     |   general   |
| Un   |     |     of   |   contractor   |     |     |   trading   |
| ihol |     |          |   under the    |     |     |             |
| ding |     |  Bangkok |   Design and   |     |     |  conditions |
| Co., |     |     Mass |   Build        |     |     |   From      |
| Ltd  |     |          |   Contract     |     |     |   August    |
| )⁽²⁾ |     |  Transit |   (Turnkey     |     |     |   2008,     |
|      |     |          |   basis)       |     |     |   before    |
|      |     |   System |   having the   |     |     |   Bangkok   |
|      |     |     Pcl. |   total        |     |     |   Mass      |
|      |     |          |   contract sum |     |     |   Transit   |
|      |     | -   Mr.  |   of Baht      |     |     |   System    |
|      |     |          |   2,200        |     |     |   Pcl.      |
|      |     |   Keeree |   million.     |     |     |   acquired  |
|      |     |     Ka   |                |     |     |   shares in |
|      |     | njanapas |   As at the    |     |     |   BTS       |
|      |     |     is   |   end of 31    |     |     |   Assets    |
|      |     |     the  |   March 2010,  |     |     |   Co., Ltd. |
|      |     |     E    |   there were   |     |     |   in May    |
|      |     | xecutive |   items        |     |     |   2009 and  |
|      |     |          |   recorded in  |     |     |   caused    |
|      |     | Chairman |   the account  |     |     |   BTS       |
|      |     |     of   |   as follows:  |     |     |   Assets    |
|      |     |          |                |     |     |   Co., Ltd. |
|      |     |  Bangkok |   - Trade      |     |     |   to be a   |
|      |     |     Mass |   Accounts     |     |     |   person    |
|      |     |          |   Receivable   |     |     |   who may   |
|      |     |  Transit |   Baht 102.8   |     |     |   have a    |
|      |     |          |   million      |     |     |   conflict  |
|      |     |   System |                |     |     |   of        |
|      |     |     Pcl. |   - Unbilled   |     |     |   interest  |
|      |     |          |   Receivables  |     |     |   with the  |
|      |     |          |   Baht 31.4    |     |     |   Company.  |
|      |     |          |   million      |     |     |             |
|      |     |          |                |     |     |             |
|      |     |          |   -            |     |     |             |
|      |     |          |   Performance  |     |     |             |
|      |     |          |   Bond         |     |     |             |
|      |     |          |   Receivables  |     |     |             |
|      |     |          |   Baht 5.7     |     |     |             |
|      |     |          |   million      |     |     |             |
|      |     |          |                |     |     |             |
|      |     |          |   - Advance    |     |     |             |
|      |     |          |   Receivables  |     |     |             |
|      |     |          |   from         |     |     |             |
|      |     |          |   employer     |     |     |             |
|      |     |          |   Baht 279.6   |     |     |             |
|      |     |          |   million      |     |     |             |
+------+-----+----------+----------------+-----+-----+-------------+

(1) he Company acquired 94.60% of BTSC shares on May 4, 2010; and BTSC
holds 80% of Nuvo Line Agency Co., Ltd. shares, therefore, the future
transaction will not be deemed as the related transactions.

(2) he Company acquired 94.60% of BTSC shares on May 4, 2010; and BTSC
holds 100% of BTS Assets Co., Ltd. shares, therefore, the future
transaction will not be deemed as the related transactions.

Related transactions with outstanding debts which occurred long ago and
the Company has evaluated that the debtors are not capable of servicing
debts in full and the Company is in the process of debt service demand.
However, the Company has already made allowance for doubtful debt
sufficient for the expected losses.

+-----+------------+--------------+--------+-------+-------+--------+
| P   | Re         | Description  |        |       |       |        |
| ers | lationship | of each      |        |       |       |        |
| ons |            | transaction  |        |       |       |        |
| who |            |              |        |       |       |        |
| may |            |              |        |       |       |        |
| h   |            |              |        |       |       |        |
| ave |            |              |        |       |       |        |
| co  |            |              |        |       |       |        |
| nfl |            |              |        |       |       |        |
| ict |            |              |        |       |       |        |
| of  |            |              |        |       |       |        |
| in  |            |              |        |       |       |        |
| ter |            |              |        |       |       |        |
| est |            |              |        |       |       |        |
+=====+============+==============+========+=======+=======+========+
|     |            | Transactions | The    | Addit | Net   | The    |
|     |            |              | net    | ional | Int   | net    |
|     |            |              | amount | loan/ | erest | amount |
|     |            |              | as of  | (     | from  | as of  |
|     |            |              | fiscal | repay | the   | fiscal |
|     |            |              | year   | ment) | allo  | year   |
|     |            |              | ended  |       | wance | ended  |
|     |            |              | 31     | (Mi   | for   | 31     |
|     |            |              | March  | llion | dou   | March  |
|     |            |              | 2009   | Baht) | btful | 2010   |
|     |            |              | after  |       | debt  | after  |
|     |            |              | the    |       |       | the    |
|     |            |              | ded    |       | (Mi   | ded    |
|     |            |              | uction |       | llion | uction |
|     |            |              | of the |       | Baht) | of the |
|     |            |              | all    |       |       | all    |
|     |            |              | owance |       |       | owance |
|     |            |              | for    |       |       | for    |
|     |            |              | do     |       |       | do     |
|     |            |              | ubtful |       |       | ubtful |
|     |            |              | debt   |       |       | debt   |
|     |            |              |        |       |       |        |
|     |            |              | (M     |       |       | (M     |
|     |            |              | illion |       |       | illion |
|     |            |              | Baht)  |       |       | Baht)  |
+-----+------------+--------------+--------+-------+-------+--------+
| EGV | -   Mr.    | A long time  | 0      | 0     | 0     | 0      |
| C   |     Keeree | ago, the     |        |       |       |        |
| o., |            | Company      |        |       |       |        |
| L   | Kanjanapas | provided a   |        |       |       |        |
| td. |     is a   | loan to EGV  |        |       |       |        |
|     |            | Co., Ltd.    |        |       |       |        |
|     |   director | and EGV Co., |        |       |       |        |
|     |     and    | Ltd. used    |        |       |       |        |
|     |     major  | such loan to |        |       |       |        |
|     |     s      | purchase     |        |       |       |        |
|     | hareholder | shares in    |        |       |       |        |
|     |     in EGV | ITV Pcl. and |        |       |       |        |
|     |     Co.,   | pledged      |        |       |       |        |
|     |     Ltd.   | these shares |        |       |       |        |
|     |            | as           |        |       |       |        |
|     |            | collateral   |        |       |       |        |
|     |            | to the       |        |       |       |        |
|     |            | Company’s    |        |       |       |        |
|     |            | debt. This   |        |       |       |        |
|     |            | creditor     |        |       |       |        |
|     |            | submitted    |        |       |       |        |
|     |            | the          |        |       |       |        |
|     |            | application  |        |       |       |        |
|     |            | for debt     |        |       |       |        |
|     |            | payment      |        |       |       |        |
|     |            | under the    |        |       |       |        |
|     |            | Company’s    |        |       |       |        |
|     |            | business     |        |       |       |        |
|     |            | re           |        |       |       |        |
|     |            | habilitation |        |       |       |        |
|     |            | plan and now |        |       |       |        |
|     |            | is pending   |        |       |       |        |
|     |            | the hearing  |        |       |       |        |
|     |            | of the final |        |       |       |        |
|     |            | order of the |        |       |       |        |
|     |            | Central      |        |       |       |        |
|     |            | Bankruptcy   |        |       |       |        |
|     |            | Court.       |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            | As of 31     |        |       |       |        |
|     |            | March 2010,  |        |       |       |        |
|     |            | the          |        |       |       |        |
|     |            | outstanding  |        |       |       |        |
|     |            | debt before  |        |       |       |        |
|     |            | the          |        |       |       |        |
|     |            | deduction of |        |       |       |        |
|     |            | allowance    |        |       |       |        |
|     |            | for doubtful |        |       |       |        |
|     |            | debt was     |        |       |       |        |
|     |            | Baht 10.9    |        |       |       |        |
|     |            | million,     |        |       |       |        |
|     |            | leaving the  |        |       |       |        |
|     |            | net book     |        |       |       |        |
|     |            | value of     |        |       |       |        |
|     |            | Baht 0.      |        |       |       |        |
+-----+------------+--------------+--------+-------+-------+--------+
| Sa  | -          | A long time  | 4.6    | 3.0   | 0     | 7.6    |
| rab |   Saraburi | ago, the     |        | (The  |       |        |
| uri |            | Company      |        | re    |       |        |
| Pr  |   Property | provided a   |        | verse |       |        |
| ope |     Co.,   | loan to      |        | of    |       |        |
| rty |     Ltd.   | Saraburi     |        | t     |       |        |
| C   |     is an  | Property     |        | ransa |       |        |
| o., |            | Co., Ltd.    |        | ction |       |        |
| L   |  affiliate | with         |        | of    |       |        |
| td. |     of the | interest at  |        | the   |       |        |
|     |            | the same     |        | dou   |       |        |
|     |   Company. | rate with    |        | btful |       |        |
|     |            | such loan    |        | debt) |       |        |
|     | -   Mr.    | that the     |        |       |       |        |
|     |     Keeree | Company was  |        |       |       |        |
|     |            | lent.        |        |       |       |        |
|     | Kanjanapas | Saraburi     |        |       |       |        |
|     |     is a   | Property     |        |       |       |        |
|     |            | Co., Ltd.    |        |       |       |        |
|     |   director | used such    |        |       |       |        |
|     |     and    | loan to      |        |       |       |        |
|     |     major  | purchase     |        |       |       |        |
|     |     s      | land and     |        |       |       |        |
|     | hareholder | mortgaged    |        |       |       |        |
|     |     in     | such land as |        |       |       |        |
|     |            | collateral   |        |       |       |        |
|     |   Saraburi | of the       |        |       |       |        |
|     |            | Company’s    |        |       |       |        |
|     |   Property | debt. Later, |        |       |       |        |
|     |     Co.,   | such land    |        |       |       |        |
|     |     Ltd.   | was          |        |       |       |        |
|     |            | transferred  |        |       |       |        |
|     |            | as debt      |        |       |       |        |
|     |            | repayment to |        |       |       |        |
|     |            | the          |        |       |       |        |
|     |            | Company’s    |        |       |       |        |
|     |            | creditors,   |        |       |       |        |
|     |            | both prior   |        |       |       |        |
|     |            | to and in    |        |       |       |        |
|     |            | accordance   |        |       |       |        |
|     |            | with the     |        |       |       |        |
|     |            | Company’s    |        |       |       |        |
|     |            | business     |        |       |       |        |
|     |            | re           |        |       |       |        |
|     |            | habilitation |        |       |       |        |
|     |            | plan.        |        |       |       |        |
|     |            |              |        |       |       |        |
|     |            | As of 31     |        |       |       |        |
|     |            | March 2010,  |        |       |       |        |
|     |            | the          |        |       |       |        |
|     |            | outstanding  |        |       |       |        |
|     |            | debt before  |        |       |       |        |
|     |            | the          |        |       |       |        |
|     |            | deduction of |        |       |       |        |
|     |            | allowance    |        |       |       |        |
|     |            | for doubtful |        |       |       |        |
|     |            | debt was     |        |       |       |        |
|     |            | Baht 500.9   |        |       |       |        |
|     |            | million and  |        |       |       |        |
|     |            | 493.3        |        |       |       |        |
|     |            | million      |        |       |       |        |
|     |            | r            |        |       |       |        |
|     |            | espectively, |        |       |       |        |
|     |            | leaving the  |        |       |       |        |
|     |            | net book     |        |       |       |        |
|     |            | value of     |        |       |       |        |
|     |            | Baht 7.6     |        |       |       |        |
|     |            | million.     |        |       |       |        |
+-----+------------+--------------+--------+-------+-------+--------+
| Hwa | -   Hwa    |   A long     | 0      | 0     | 0     | 0      |
| Kay |     Kay    |   time ago,  |        |       |       |        |
| T   |     Thai   |   Muangthong |        |       |       |        |
| hai |            |   Assets     |        |       |       |        |
| (   | (Thailand) |   Co., Ltd.  |        |       |       |        |
| Tha |     Co.,   |   and        |        |       |       |        |
| ila |     Ltd.   |              |        |       |       |        |
| nd) |     was    | PrannaKeeree |        |       |       |        |
| C   |            |   Assets     |        |       |       |        |
| o., |   formerly |   Co., Ltd,  |        |       |       |        |
| L   |     a      |   (formerly  |        |       |       |        |
| td. |            |   known as.  |        |       |       |        |
|     | subsidiary |   Muang      |        |       |       |        |
|     |     of the |   Thong      |        |       |       |        |
|     |            |   Lakeside   |        |       |       |        |
|     |   Company. |   Restaurant |        |       |       |        |
|     |            |   Co.,       |        |       |       |        |
|     | -   A      |   Ltd.), the |        |       |       |        |
|     |     close  |              |        |       |       |        |
|     |            | subsidiaries |        |       |       |        |
|     |   relative |   of the     |        |       |       |        |
|     |     of Mr. |   Company,   |        |       |       |        |
|     |     Keeree |   provided a |        |       |       |        |
|     |            |   loan to    |        |       |       |        |
|     | Kanjanapas |   Hwa Kay    |        |       |       |        |
|     |     is a   |   Thai       |        |       |       |        |
|     |            |   (Thailand) |        |       |       |        |
|     |   director |   Co., Ltd.  |        |       |       |        |
|     |     in Hwa |              |        |       |       |        |
|     |     Kay    |   As of 31   |        |       |       |        |
|     |     Thai   |   March      |        |       |       |        |
|     |            |   2010, the  |        |       |       |        |
|     | (Thailand) |              |        |       |       |        |
|     |     Co.,   |  outstanding |        |       |       |        |
|     |     Ltd.   |   debt       |        |       |       |        |
|     |            |   before the |        |       |       |        |
|     |            |   deduction  |        |       |       |        |
|     |            |   of         |        |       |       |        |
|     |            |   allowance  |        |       |       |        |
|     |            |   for        |        |       |       |        |
|     |            |   doubtful   |        |       |       |        |
|     |            |   debt, was  |        |       |       |        |
|     |            |   Baht 53.6  |        |       |       |        |
|     |            |   million,   |        |       |       |        |
|     |            |   and Baht   |        |       |       |        |
|     |            |   53.6       |        |       |       |        |
|     |            |   million    |        |       |       |        |
|     |            |   r          |        |       |       |        |
|     |            | espectively, |        |       |       |        |
|     |            |   leaving    |        |       |       |        |
|     |            |   the net    |        |       |       |        |
|     |            |   book value |        |       |       |        |
|     |            |   of Baht 0. |        |       |       |        |
+-----+------------+--------------+--------+-------+-------+--------+

10.2 Related Transactions of the Company after 31 March 2010

[TABLE]

Necessity and Rationale of Related Transactions

The related transactions of the Company are outstanding transactions
that occurred a long time ago. However, the Audit Committee has reviewed
these transactions regarding the appropriateness of the monitoring and
execution, evaluation of transaction status and evaluation of competency
in debt servicing by the debtors, as well as the appropriateness of
making an allowance for doubtful debt sufficient for the expected
losses.

Measures or Procedures in Approving Related Transactions

All related transactions must be approved by the Board of Directors with
the attendance of the Audit Committee or approval of the shareholders’
meeting, as the case may be, in accordance with the Notification of the
Board of Governors of the Stock Exchange of Thailand re: Disclosure of
Information and Other Acts of Listed Companies Concerning the Connected
Transactions, 2003 and the Notification of Capital Market Supervisory
Board No. Tor Jor. 21/2551 re: Rules on Connected Transactions, as well
as laws on securities and exchange, regulations, notifications, orders
or requirements of the Stock Exchange of Thailand relating to the
execution of related transactions.

Policy and Trend of Related Transactions

The Company may need to enter into related transactions in the future.
However, the Company will use the general trading conditions and a
market price that can be compared with the price and terms given to
other third parties. The Company will also comply with the relevant
regulations of the Stock Exchange of Thailand, and the relevant laws on
securities and exchange.

If there are any related transactions between the Company or
subsidiaries and a person who may have conflict of interest or conflict
of any kind, the Company will request the Audit Committee to review and
give comment on the necessity and appropriateness of such transactions.
Moreover, if the Audit Committee does not possess expertise to review
such transaction, the Company will involve an independent expert or the
Company’s auditor to provide the comment on such transaction, so that
the Board of Directors or the shareholders, as the case may be, can use
such comment to support their decision making. The Company will disclose
related transactions in the remarks of the financial statements as
audited by the Company’s auditor, and in the annual report of the
Company.