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2020 Annual Report en

Thai Plaspac achieved record profitability in 2020 despite an extraordinarily challenging operating environment due to the COVID-19 pandemic. The company's core EBITDA increased 42% and core EPS increased 62% compared to the previous year. This was achieved through the resilience of TPAC's leadership team and the quality and diversification of its earnings across geographies, customers, segments, and products.

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0% found this document useful (0 votes)

55 views170 pages

2020 Annual Report en

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Anurak Suwanichkul

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THAI PLASPAC PLC.

ANNUAL REPORT 2020

TABLE OF CONTENT

INTRODUCTION OUR BUSINESS

2 43 94
MESSAGE FROM GROUP CHIEF MANAGEMENT STRUCTURE REPORT OF CORPORATE
EXECUTIVE OFFICER GOVERNANCE COMMITTEE

6 61 95
PERFORMANCE HIGHLIGHTS NOMINATION AND REPORT OF THE BOARD OF
REMUNERATION POLICY DIRECTORS RESPONSIBILITIES
FOR THE FINANCIAL STATEMENTS

11 67
MANAGEMENT’S DISCUSSION CORPORATE GOVERNANCE
AND ANALYSIS FINANCIAL

23 79 98
EVENTS CALENDAR CORPORATE RESPONSIBILITY REPORT OF INDEPENDENT
AND SUSTAINABILITY AUDITOR

25 85 102
GENERAL INFORMATION RISK FACTORS FINANCIAL STATEMENTS

29 89 111
VISION MISSION VALUES STRATEGY CONNECTED TRANSACTIONS NOTES TO THE FINANCIAL
AND NATURE OF BUSINESS STATEMENTS

33 92
BOARD OF DIRECTORS REPORT OF AUDIT COMMITTEE

93
REPORT OF NOMINATION AND
REMUNERATION COMMITTEE
MESSAGE FROM GROUP CHIEF
EXECUTIVE OFFICER

Mr. Kevin Qumar Sharma

Chairman of Board of Directors
and Group CEO

Dear Stakeholders,
UNIT : THB MILLION UNIT : THB

CORE EBITDA CORE EPS

864
0.99
R
A GR C AG
%C 610 23%
35.4
0.61

330 0.44 0.42

257 259

0.16

2016 2017 2018 2019 2020 2016 2017 2018 2019 2020

TPAC achieved record profitability in 2020. given our criticality in pharmaceutical and food supply chains,
enabled TPAC India to get back on its feet within days. However,
TPAC ended 2020 with core EBITDA at THB 864 million, the ground realities remained challenging. Disruptions were dynamic,
an increase of 42% to the previous year. with stress being experienced across our supply chains and the
labour markets. Our transporters faced difficulties on the road, and
2020 core EPS at THB 0.99 per share, an increase of 62% to our workforce faced obstacles getting to work. Thankfully though,
the previous year. India and our leadership team showed their resilience, and ability
to handle the unprecedented. With every passing week from the
This was achieved despite an extraordinarily challenging operating lockdown, things improved, and our business had fully bounced
environment, as brought about by the COVID-19 pandemic. back within 6 weeks. TPAC India’s core EBITDA for 2020 increased
21%, against the previous year. India’s GDP for 2020 is estimated
India’s sudden and abrupt full lockdown imposed on the evening to have shrunk 10.3%2
of the 22nd of March 2020, sent 1.4 billion people into their homes
overnight. TPACs Mumbai offices shut, and have remained so till In the UAE, our CEO, Mr.Nimit Bhatia, was struck with a severe case
today1.This was unprecedented and given the sheer scale and of COVID-19 in April’20. Nimit’s team though, as expected, stepped
drastic nature of the lockdown, chaos ensued. TPACs operation up and steadied the ship. We are grateful Nimit made a full recovery,
was effectively shut for a period, and thereafter significantly returning to the forefront to lead our middle east business to
scaled down. Quickly though, TPAC India was permitted to deliver 95% core EBITDA growth, as against the previous year.
resume operations. The ‘essential service’ nature of TPACs business, UAEs GDP for 2021 slumped 6.6%3.

1
At the time of writing, 28th February 2021
2
India GDP: https://www.statista.com/statistics/263617/gross-domestic-product-gdp-growth-rate-in-india/
3
UAE GDP: https://www.statista.com/statistics/297772/uae-gross-domestic-product-change-percent/

2 THAI PLASPAC PLC.

In Thailand, the GDP contraction has also been sharp given
the tourist reliant nature of our economy. Nevertheless again,
our business here rose to the challenge, delivering 22% core
EBITDA growth against a backdrop of a 7.1% contraction in
the Thai GDP4.

I believe TPAC delivered in 2020, because of 2 fundamentals:

Fundamental 1: The Mindset of TPACs leadership team:

Personally, I learnt a lot about the mindset of my team this critical factor we need to assess when deciding upon leaders
past year and I’m sure such discovery was experienced by for TPAC, is that of the mindset. I truly believe that the power
leaders across companies and industries. Yes, we were indeed of the right mindset far exceeds the power of experience, or
far apart from our colleagues whom we would typically see so-called intelligence.
every day, most of us working from our homes (many with
screaming children in the background like myself). However, TPACs management teams persevered under difficult and
make no mistake about it, our minds were singularly focused uncertain operating environments, finding ways to ensure
on getting the job done, and not making excuses, at a time that none of our stakeholders would be let down.
when excuses were plenty to make.
Transparent and frequent communication by our leadership
Seeing the vigour and speed in which our leaders reacted, to stakeholders, ranging across our lenders, suppliers, customers
especially during those initial dark days when the whole world and employees from our shop floors to the corporate offices,
was locking down and there was significant anxiety about the was what we vigorously endeavoured to do. I am hopeful that
unknown, has made me more aware to the importance of my management team and I enhanced our credibility and
the right mindset in our leadership. This last years’ experience trust in the eyes of our stakeholders this year.
has been enlightening, and it is now clear to me that the most

Fundamental 2: The Quality of TPACs Earnings:

For the past 5 years we have repeatedly said our revenue streams The pandemic has been the acid test of resilience. Despite
are resilient. I would not blame our stakeholders if this was taken the macro or micro picture, TPACs earnings have delivered,
with a pinch of salt. After all, this type of marketing jargon is as we said they would.
all too often thrown around by lots of companies. But in TPACs
case however, this is not marketing jargon, but instead cold Underpinning our earnings are robust diversification over
hard fact. geographies, customers, segments, and even products.

Diversification by Geography Diversification by Customers

11%

THAILAND
45%
INDIA
44%
UAE

4
Thai GDP: https://www.nesdc.go.th/ewt_dl_link.php?nid=11266&filename=QGDP_report

ANNUAL REPORT 2020 3

Diversification by Segments Diversification by Products

8%
FOOD & BEVERAGE

PHARMACEUTICAL
22% 70% AND PERSONAL CARE

HOME CARE
& INDUSTRIAL

Further fortifying our business, is the visibility we have of our had a solid customer base diversified across blue chip multinational,
revenue streams. It is not uncommon for pharmaceutical and Thai international companies and local champions. Many of these
consumer packaging designs to have a life of say 6 or 7 years, relationships had spanned decades. Albeit small, technically we
without undergoing a design change. were a sound operation with 33 years of proprietary know how and
a trusted reputation in the Thai market. However, the world was
With respect to demand, TPACs portfolio largely comprises of fast changing, and it was clear that if we were truly going to become
everyday essential consumer and pharmaceutical products. the world class global packaging company that we aspired to be,
The nature of these tend to be relatively predictable, without we needed to get moving, or the world would pass us by.
excessive peaks and troughs.
We asked ourselves, how do we become the best version of
Extremely critical though is diversification. TPAC could never ourselves for our customers?
have expected that, as an example, our cold beverage business
in India and our milk gallon business in Thailand would have The answers to the above soul-searching led to the below answers.
been so badly negatively impacted in 2020. TPACs Indian
cold beverage business was hit hard as the Indian consumer TPAC would aspire to be world class in the following 5 areas:
preferred to stay away from cold drinks, fearing that such cold Design & innovation capability
beverages would not help the body with Covid-19. TPACs Cost excellence
milk gallons in Thailand have been impacted as much of Footprint
the consumption for these sizes occur at commercial venues Data & analytics
(hotels, restaurants, coffee chains etc). We have many more Culture
examples in our portfolio where Covid-19 in 2020 significantly
impacted demand of our products. But the strength of TPAC
is that we also have examples of products in our portfolio where In order to become world class in the above 5 areas, TPAC required:
demand sustained, or in select cases where demand was Scale, with focus
arguably even better (health foods, vitamins etc). Talent, with the right mindset

It is these characteristics of our portfolio that have underpinned Scale meaning TPAC needed to start getting exponentially bigger
TPACs success in 2020 and will continue to provide the as a company. Many of those in our industry are multi-billion-dollar
rock-solid foundation for TPACs success, quarter after quarter, global companies. But make note that it is not scale at any cost or
year after year. direction that TPAC was after, rather it is scale in a highly focused
manner which we set out for. Specifically, TPAC would only focus
I would also like to take this opportunity to reminisce a little, on ‘Recyclable rigid plastic packaging’ applications. Our primary
as we have now reached a significant 5-year milestone. Internally focus would remain on the consumer and pharmaceutical segments.
at TPAC we refer to these last 5 years (2016 - 2020) as Chapter 1. This is TPACs niche where we have been active in since 1983, and
The turn of 2020 marks my 5-year anniversary since I became all our 3 acquisitions in Thailand, India and the UAE have sharpened
Chairman & CEO of TPAC. our focus in these areas. It is within this niche that TPAC aspires
to build our world class brand of rigid plastic packaging excellence.
So, it is appropriate we start where it all begun for me, which
was at the end 2015, when we acquired a controlling stake in Take the case of Design & Innovation which is led by our team of
TPAC. TPAC was acquired with a dream to become a global highly experienced technical experts, which we refer to internally
world class packaging company. We were not afraid to dream as ‘TPACs Design Lab’. By staying focused on rigid plastics, we now
then, as we are not afraid to dream now. In actual fact, we had have the ability to create a centralized team with best in class design
to dream big as maintaining the status quo would likely, or most and innovation talent, with the ability to serve all our businesses
certainly, have meant extinction sooner or later. across geographies. With each acquisition, our design team’s
exposure has broadened, with our focus remaining the same.
I think we can all agree the world is getting tougher. By tougher, Ideas relating to the latest innovations, trends and technologies
I mean what was good enough yesterday, is not good enough from our eyes and ears in the Middle East, ASEAN or the Indian
today. This fact is accentuated in this digital age, where the rate sub-continent are now centralized with our Design Lab, and
of change is only increasing. So, in 2016 the facts were blatantly we are better placed to truly provide our customers with a
clear for us to see. TPAC was a modest manufacturing operation broadened global perspective and product range.
with 3 factories located around the outskirts of Bangkok. We

4 THAI PLASPAC PLC.

Furthermore, with increased focused scale, we have been better It is this culture that will now power us forward to achieve
able to manage one of our largest cost drivers, that being the Aspiration ’24.
procurement of our raw materials. Aside from raw materials,
the procurement of machinery, moulds, automation systems Aspiration ’24 involves 2 clear targets:
and even general spare parts all also comprise a significant
proportion of our spend. Here again with our newly found Target No.1 Within 2024, TPAC will have doubled our 2020
focused scale, we now have more leverage to create value by core EBITDA
being more aware of what is out there, and of course by now
being a larger buyer. Target No.2 Within 2024, TPAC would be listed on the main
board of the Stock Exchange of Thailand. At present,
There is no such thing as a world class footprint, but what we TPAC is listed on the Market for Alternative
meant by this was 2 things: Investment (MAI). Our expectation is that this will
TPAC needed an entry into high growth emerging be done much sooner then 2024.
markets, with game changing potential.
In order to double our 2020 core EBITDA within 2024, TPAC expects
TPAC needed to serve our customers in markets,
to undergo further M&A, leveraging off our current well capitalised
which our customers were committed to, in a big way.
balance sheet5. In addition to the M&A, our target for our existing
businesses is to compound mid-teens core EBITDA growth for
It was the answers to the above 2 questions that led us to India,
the next 4 years. This should get us to the Baht 1,700 million EBITDA
and thereafter the Middle East.
level, which is double our 2020 EBITDA, within 2024.
It was indeed a proud day for us in 2018 when we announced
Our geographic focus will be on South East Asia (ASEAN),
to our customers that TPAC was now able to serve them
India and the Middle East & Africa (MEA). The fact that TPAC
internationally. The synergies from working with our multinational
already has a presence, and highly capable teams, in each of
customers across our geographies are still in its infancy and
these geographies is exhilarating.
there is much potential yet to be reaped, but very importantly
our customers now understand that TPAC is serious in its
Over the next few years TPAC will emerge as a true world class
commitment to work with them across the world’s most
emerging market packaging powerhouse.
dynamic emerging markets.

TPAC will continue to aspire for world class in the above referenced
On the Information Technology front, our increased scale has
5 areas.
helped us justify investments into 1 common ERP backbone,
front end dashboard tools and most importantly the ability
TPAC will continue to drive scale via relentless focus on recyclable
to build a team of dynamic IT executives that act as true partners
rigid plastic consumer and pharmaceutical packaging.
to our business teams. Over the past few years significant
efforts have gone into harnessing the power of our data and
TPAC will continue to attract and groom leaders with the right
the creation of dashboards for our management to understand
mindset.
their businesses in real time, and to greater depth.

On a final note, I would like to touch upon our focus on increasing
The importance of a robust IT and analytical backbone cannot
Total Shareholders Return “TSR”, through capital appreciation and
be overstated, as data driven decision making is only going to
cash dividends. We believe the investors and market intermediaries
increase its relevance in TPACs management.
will soon further recognize the strength of our business diversity

and quality of earnings and cashflows. There will be greater
Finally, the most critical ingredient in all of this is talent. With
emphasis and interactions with the investor community through
every passing year, we have, and will continue to raise the bar
our corporate communications and investor relation efforts.
in terms of the calibre of talent that is suitable for leadership
roles at TPAC.
In parallel, we will continue to keep our head down and deliver.
With every passing quarter of delivery, many more will take notice
Having stayed focused on rigid plastics, this has meant that
and realise what we are creating. Thereafter, it will just be a matter
our technical teams across all our plants are able to share lessons
of time before our valuation appropriately reflects our track record,
and learnings from their respective shop floors. Essentially,
and the business that we are creating. TPAC investor relations and
all our technical management be it in Thailand, India or the
communication efforts will begin to change gears this year,
Middle East now speak the same language, and this is such
and once again I am confident, we will deliver.
an important step in creating the TPAC brand of rigid plastic

packaging excellence.
I thank my Board of Directors and the passionate dedicated
heroes of TPAC for their glorious contributions and fighting spirit.
Our balance sheet is now also more able to invest in top talent,
but more importantly, top talent is now attracted to a career at
Thank you to all our dear shareholders for the continued support.
TPAC. Such talent can see that we have more than tripled our
Together, we are going to build something unique and special.
EBITDA over the past 5 years. For those with a winner’s growth
mindset, TPAC is increasingly looking like a sexy place for
May God bless us all. Chok Dee.
a seriously entrepreneurial and creative career. Winners create
a winning culture. I believe we are creating a winner’s culture
at TPAC, and in my opinion I believe this is our greatest
achievement and asset gained over the past 5 years.

Mr. Kevin Qumar Sharma

5
TPAC Net Debt to Equity as of 31 December 2021 at 0.86x
st Chairman and Group CEO

ANNUAL REPORT 2020 5

6 THAI PLASPAC PLC.
PERFORMANCE
HIGHLIGHT

ANNUAL REPORT 2020 7

PERFORMANCE HIGHLIGHT

CUSTOMERS’ SATISFACTION MEASUREMENT.

In 2020, TPAC had asked the customer to complete the satisfaction the process that got the score lower than 70%. The assessment
assessment from 66 customers and received the response form divided in 3 parts such a product quality, service and logistics.
from 51 customers or 77% of the customers who received The average score of the satisfaction assessment form can be
the assessment form. The Company has the plan to improve summarized as follows;

AVERAGE HIGHEST LOWEST

FULL SCORE
SCORE SCORE SCORE

Product Quality 40 35.0 40 20

Service 40 36.5 40 29

Logistics 20 18.0 20 13

Total 100 89.5 100 61

*Criteria, 91 – 100 means very good, 81 – 90 means good, 71 – 80 means fair, and below 71 means
improvement.

REVENUE BREAKDOWN
Thailand Operation

12%
18%
FOOD & BEVERAGE
DOMESTIC SALES
Revenue by PHARMACEUTICAL
Revenue by
Segments 60% Region
22% AND PERSONAL CARE EXPORT SALES

HOME CARE
& INDUSTRIAL 88%

Overseas Operation

19%
22%
FOOD & BEVERAGE
DOMESTIC SALES
Revenue by Revenue by
PHARMACEUTICAL
Segments Region
77% AND PERSONAL CARE EXPORT SALES

HOME CARE
& INDUSTRIAL 81%

8 THAI PLASPAC PLC.

Group Performance

16%
24% FOOD & BEVERAGE
DOMESTIC SALES
Revenue by Revenue by
PHARMACEUTICAL
Segments Region
67% AND PERSONAL CARE EXPORT SALES

HOME CARE
& INDUSTRIAL 84%

KEY STATS
Consolidated Statements of Comprehensive Income

EBITDA CORE EBITDA NET PROFIT CORE NET PROFIT

Units : THB million Units : THB million Units : THB million Units : THB million

862 864 353 354

2020 CHANGE 2020 CHANGE 2020 CHANGE 2020 CHANGE

584 47.6% 610 41.6% 163 116.6% 184 92.9%

2019 2019 2019 2019

Profitability Ratios

GROSS PROFIT MARGIN CORE EBITDA MARGIN CORE NET PROFIT MARGIN CORE EPS

% % % Units : THB

24.0 21.4 8.8 0.99

2020 CHANGE 2020 CHANGE 2020 CHANGE 2020 CHANGE

17.6 640 16.0 540 4.8 400 0.61 62.1%

2019 BPS. 2019 BPS. 2019 BPS. 2019

Consolidated Statements of Financial Position

TOTAL ASSETS TOTAL EQUITIES NET DEBT/EQUITY PAID-UP CAPITAL

Units : THB million Units : THB million Units : THB million

4,723 2,121 0.86x 326.5

2020 2020 2020 2020

4,387 1,849 0.87x 326.5

2019 2019 2019 2019

ANNUAL REPORT 2020 9

Consolidated Statements of Cash Flows

CASHFLOW FROM CASHFLOW FROM CASHFLOW FROM

OPERATING ACTIVITIES INVESTING ACTIVITIES FINANCING ACTIVITIES

Units : THB million Units : THB million Units : THB million

762 -242 -346

2020 CHANGE 2020 CHANGE 2020 CHANGE

537 41.8% -631 61.6% 119 -391%

2019 2019 2019

10 THAI PLASPAC PLC.

MANAGEMENT DISCUSSION
AND ANALYSIS

ANNUAL REPORT 2020 11

MANAGEMENT DISCUSSION
AND ANALYSIS FOR Q4’20

FINANCIALS OF CONSOLIDATED BUSINESS

Unit: THB Million (except where stated otherwise)

QUARTERLY THREE YEARS PERFORMANCE

Q4’20 Q3’20 Q4’19 YOY¹ FY20 FY19 FY18 CAGR%

Consolidated Sales2 982 1036 946 4% 3,983 3,756 2,528 26%

EBITDA 190 221 156 22% 862 584 280 76%

Core EBITDA3 190 222 158 21% 864 610 330 62%

Core EBIT3 115 140 81 42% 543 321 141 96%

Core Net Profit3 66 92 53 26% 354 184 43 188%

TPAC Core Net Profit3 64 80 47 35% 323 159 41 181%

EPS 0.19 0.24 0.16 19% 0.99 0.53 0.12 182%

Core EPS3 0.19 0.25 0.17 16% 0.99 0.61 0.16 148%

ROE4 13% 15% 15% -1% 16% 13% 3% 136%

Debt to Equity (times)5 0.96 0.72 0.89 7% 0.96 0.89 2.08 n/a

Net Debt to Equity (times)6 0.86 0.60 0.87 -1% 0.86 0.87 2.02 n/a

Dear Stakeholders,

TPAC FY ’20 core earnings per share Baht 0.99 per share, 62% TPAC Q4 ’20 core earnings per share Baht 0.19 per share, 16%
increase from previous year increase to same period last year, 24% decrease to previous
quarter.

TPAC FY ’20 core EBITDA Baht 864m, 42% increase from previous TPAC Q4 ’20 core EBITDA Baht 190m, 21% increase to same period
year last year, 14% decrease to previous quarter.

TPAC completes 2020 with record profitability. Earnings resiliency record profitability, under difficult operating and economic
has been proven this year across all of our operating geographies conditions as brought about by the Covid-19 pandemic.
of Thailand, India and the UAE with all of our geographie delivering

1
YoY: Q4’19 vs Q4’20
2
Revenue growth may not present a clear picture of actual sales growth, as our sales prices are a function of underlying feedstock (polymer) prices due to pass through
pricing mechanism. Therefore, if polymer prices come down, our absolute sales value will also follow a similar trend.
3
Core excludes non-recurring income and one-time expenses primarily related to M&A costs. Details of which are given in the segment analysis
4
ROE = Profit attributable to equity / Avg.Equity excluded NCI
ROE (Qn) = Qn Profit attributable to equity (annualized) / Qn Avg. Equity excluded NCI
5
Debt to Equity = IBD / Equity
6
Net Debt to Equity = (IBD - Cash) / Equity
*Equity during Q4’19 has been pro-rated regarding to no. of share and premium on ordinary share increased.

12 THAI PLASPAC PLC.

Background to TPAC story

CORE EBITDA CORE EPS

THB MILLION THB

1000.0 1.20

900.0
1.00
800.0
62% 8%
CA GR : R : 14
700.0
0.80 CAG
600.0

500.0 0.60

400.0
0.40
300.0

200.0
0.20
100.0

0.0 0.0
FY2018¹ FY2019 FY2020 FY2018¹ FY2019 FY2020

TPAC began operations in 1983 from our headquarters of Bangkok, 2 further plants in India are currently under construction, both
Thailand. expected to come onstream in Q1’22.

For over 3 decades we have been a packaging partner to some of Post a period of steady organic growth, in 2005 TPAC listed itself
the world’s leading brands and entrepreneurs. on the Stock Exchange of Thailand2.

Our specialty focus is FMCG and pharmaceutical rigid plastic In Q4’15, under new leadership (post a change of control at the
packaging. shareholder level), a new bolder vision was outlined for TPAC.

Our team of technical experts evaluate a products technical TPAC would aspire to be a global company, working with our
design, engineering and sustainability considerations, before customers globally, with a strong innovation focus.
applying the right technologies to ensure the most efficient and
reliable production. In Q2’18 TPAC made its first ever acquisition, with the acquisition
of Custompack with 1 plant in Samutprakarn, Thailand (‘TPAC
Our production facilities are certified with world class hygiene Bang Na’).
controls with ~90% of TPACs portfolio catering to segments
where stringent hygiene standards are a requisite (Pharmaceuticals In Q3’18 TPAC acquired Sunrise Containers with 5 plants across
& Personal Care, Food & Beverage). The remaining 10% of our the west and north of India (‘TPAC India’).
portfolio comprise to the home care & industrial segment.
In Q3’19 TPAC acquired Sun packaging Systems, with 1 plant in
TPACs packaging solutions use a select range of plastic polymers the UAE.
that are all recyclable (PET, PP, HDPE and LDPE).
In Q4’19, TPAC completed a fully subscribed THB 797m rights issue
The emergence of post-consumer recycled resins, especially rPET, to prepare our balance sheet to for further growth opportunities.
for consumer packaging applications is a fast growing segment
which TPAC is increasingly getting involved with. From ’17 to ’20 we experienced consecutive upgrades to our CG
rating3 and we are now at a 4-star (Very Good) rating.
Our plants are equipped with a full range of plastic processing
technologies (injection, extrusion blow, PET single stage and TPAC ’18-’20 achieved EBITDA CAGR 76% and EPS CAGR 182%
2-stage) Management is focused on diversified, defensive, non-cyclical,
and high free cash generating revenue streams.
TPAC has 10 production facilities spread across Thailand (4), India
(5) and the United Arab Emirates (1). Balance sheet is well capitalised with Net Debt / Equity ~ 0.86x4.

1
2018 performance was affected by depreciation step up and tax costs post the amalgamation of TPAC India and Sunrise containers as well as peak quarterly finance costs.
2
Market for Alternative Investments (mai)
3
Thai Institute of Directors.
4
Net Debt/Equity as of end Q4’20.

ANNUAL REPORT 2020 13

Consolidated Financial Statements
Unit: THB Million

Q4’20 Q3’20 %Δ Q4’20 Q4’19 %Δ FY’20 FY’19 %Δ

Sales 981.9 1,036.2 -5% 981.9 946.1 4% 3,982.8 3,755.8 6%

Cost of sales 752.4 790.6 -5% 752.4 759.6 -1% 3,025.3 3,096.2 -2%
Gross Profit 229.5 245.6 -7% 229.5 186.4 23% 957.4 659.6 45%
Gross Profit Margin % 23.4% 23.7% -0.3% 23.4% 19.7% 3.7% 24.0% 17.6% 6.5%
SG&A 130.1 119.9 8% 130.1 116.8 11% 472.8 410.4 15%
Other income 15.2 13.6 12% 15.2 9.4 62% 56.9 46.3 23%
EBITDA 190.1 221.2 -14% 190.1 156.0 22% 862.4 584.3 48%
EBITDA Margin % 19.1% 21.1% -2.0% 19.1% 16.3% 2.7% 21.3% 15.4% 6.0%
Core EBITDA 190.3 221.7 -14% 190.3 157.7 21% 863.7 610.1 42%
Core EBITDA Margin % 19.1% 21.1% -2.0% 19.1% 16.5% 2.6% 21.4% 16.0% 5.3%
Depreciation and amortization 75.4 82.0 -8% 75.4 76.9 -2% 321.0 288.8 11%
EBIT 114.7 139.3 -18% 114.7 79.1 45% 541.5 295.5 83%
Core EBIT 114.9 139.8 -18% 114.9 80.8 42% 542.8 321.3 69%
Core EBIT Margin % 11.5% 13.3% -1.8% 11.5% 8.5% 3.1% 13.4% 8.4% 5.0%
Finance costs 26.3 24.8 6% 26.3 27.4 -4% 105.3 141.0 -25%
Profit Before Tax 88.4 114.5 -23% 88.4 51.7 71% 436.1 154.5 182%
Core Profit Before Tax 88.6 115.0 -23% 88.6 53.3 66% 437.4 180.3 143%
Core Profit Before Tax Margin % 8.9% 11.0% -2.1% 8.9% 5.6% 3.3% 10.8% 4.7% 6.1%
Income tax expense 22.3 22.5 -1% 22.3 0.3 6516% 82.9 -8.6 1068%
Net Profit 66.1 91.9 -28% 66.1 51.3 29% 353.3 163.1 117%
Net Profit Margin % 6.6% 8.8% -2.1% 6.6% 5.4% 1.3% 8.7% 4.3% 4.5%
Core Net Profit 66.3 92.3 -28% 66.3 52.7 26% 354.3 183.7 93%
Core Net Profit Margin % 6.6% 8.8% -2.2% 6.6% 5.5% 1.1% 8.8% 4.8% 3.9%
TPAC Net Profit 63.4 79.8 -21% 63.4 45.8 38% 322.0 138.8 132%
TPAC Net Profit Margin % 6.4% 7.6% -1.2% 6.4% 4.8% 1.6% 8.0% 3.7% 4.3%
TPAC Core Net Profit 63.6 80.2 -21% 63.6 47.1 35% 323.0 159.5 103%
TPAC Core Net Profit Margin % 6.4% 7.6% -1.3% 6.4% 4.9% 1.4% 8.0% 4.2% 3.8%

Non-Recurring income/(expenses) (THB Million) Q4’20 Q3’20 Q4’19 2020 2019

Overseas M&A Related Expenses - - - - -

Thailand M&A Related Expenses (0.2) (0.5) (1.7) (1.3) (17.0)
Employees’ benefits (Thailand) - - - - (8.8)

Total (0.2) (0.5) (1.7) (1.3) (25.8)

14 THAI PLASPAC PLC.

TPAC Consolidated numbers consist of earnings from 3 subsidiaries all consolidated
into Thai Plaspac Public Company Limited. The 3 subsidiary companies are:

COMPANY STRUCTURE

THAI PLASPAC PUBLIC COMPANY LIMITED

THAILAND OPERATIONS (3 PLANTS)

100% 100% 89%

TPAC Packaging (Bangna) TPAC Packaging India Private Limited Sun Packaging Systems (FZC)
Company Limited

1 2 3
TPAC Packaging Bang Na TPAC India Sun Packaging Systems FZC
(100% owned) (100% owned) (89% owned)

Thailand operations (1 plant) Indian Operations (5 plants) United Arab Emirates

Operations (1 plant)

‘Thai Plaspac Public Company Limited’ (3 plants) and ‘TPAC ‘TPAC India’ and ‘Sun Packaging Systems FZC’ are together
Packaging Bang Na’ (1 plant) are together grouped and reported grouped and reported as ‘SUNPET Business’ (5 plants in India
as ‘Thailand Business’ (comprising of 4 plants). and 1 plant in UAE). Both of these companies market their
packaging products under the ‘SUNPET’ brand.

ANNUAL REPORT 2020 15

TPAC Thailand
Unit: THB Million

Q4’20 Q3’20 %Δ Q4’20 Q4’19 %Δ FY’20 FY’19 %Δ

Sales 410.4 466.8 -12% 410.4 426.2 -4% 1,795.8 1,747.5 3%

Cost of sales 344.4 382.5 -10% 344.4 344.1 0% 1,428.4 1,446.0 -1%
Gross Profit 66.0 84.3 -22% 66.0 82.1 -20% 367.3 301.5 22%
Gross Profit Margin % 16.1% 18.1% -2.0% 16.1% 19.3% -3.2% 20.5% 17.3% 3.2%
SG&A 60.4 55.1 10% 60.4 52.7 15% 214.1 211.8 1%
Other income 5.6 4.0 40% 5.6 4.5 26% 15.9 14.2 12%
EBITDA 44.1 67.8 -35% 44.1 67.4 -35% 313.7 232.6 35%
EBITDA Margin % 10.6% 14.4% -3.8% 10.6% 15.6% -5.0% 17.3% 13.2% 4.1%
Core EBITDA 44.4 68.2 -35% 44.4 69.0 -36% 315.0 258.4 22%
Core EBITDA Margin % 10.7% 14.5% -3.8% 10.7% 16.0% -5.3% 17.4% 14.7% 2.7%
Depreciation and amortization 32.9 34.6 -5% 32.9 33.4 -1% 144.5 128.8 12%
EBIT 11.2 33.3 -66% 11.2 34.0 -67% 169.2 103.8 63%
Core EBIT 11.5 33.6 -66% 11.5 35.6 -68% 170.4 129.6 31%
Core EBIT Margin % 2.8% 7.1% -4.4% 2.8% 8.3% -5.5% 9.4% 7.4% 2.1%
Finance costs 11.4 8.1 41% 11.4 16.9 -32% 37.7 64.6 -42%
Profit Before Tax -0.2 25.2 -101% -0.2 17.1 -101% 131.5 39.2 235%
Core Profit Before Tax 0.1 25.5 -99% 0.1 18.8 -99% 132.8 65.0 104%
Core Profit Before Tax Margin % 0.0% 5.4% -5.4% 0.0% 4.4% -4.3% 7.3% 3.7% 3.6%
Income tax expense 6.5 6.1 6% 6.5 0.6 903% 32.7 2.1 1454%
Net Profit -6.7 19.1 -135% -6.7 16.4 -141% 98.8 37.1 166%
Net Profit Margin % -1.6% 4.0% -5.7% -1.6% 3.8% -5.4% 5.5% 2.1% 3.3%
Core Net Profit -6.4 19.4 -133% -6.4 17.8 -136% 99.8 57.8 73%
Core Net Profit Margin % -1.5% 4.1% -5.7% -1.5% 4.1% -5.7% 5.5% 3.3% 2.2%

Non-Recurring income/(expenses) (THB Million) Q4’20 Q3’20 Q4’19 2020 2019

Sunrise Containers/Sun packaging Systems M&A Related Expenses (0.2) (0.5) (1.7) (1.3) (17.0)
Custom Pack M&A Related Expenses - - - - -
Employees’ benefits - - - - (8.8)

Total (0.2) (0.5) (1.7) (1.3) (25.8)

16 THAI PLASPAC PLC.

TPAC Thailand Q4 ’20 core EBITDA Baht 44mm, 36% decrease to Aside from the food safety certification, we have been investing to
same period last year, 35% decrease to previous quarter. upgrade TPAC Bang Na’s infrastructure and further developing the
leadership team to create a culture of excellence on the shop floor.
Thailand Q4’20 performance decreased primarily due to significantly
contracted raw material spread. With these developments, management will now begin feeding
numerous food packaging projects under development at our R&D
Towards the second half of FY’20, polyolefin prices began rising department to our Bang Na plant and will ramp up the utilization rate.
sharply following the rise in crude oil. This was especially evident
for Polypropylene (PP) which is one of our key raw materials. Overall, TPAC Thailand continues to capture new projects from
The sales price to our Thailand customers, however, is generally both existing and new customers. It is for this reason that TPAC
based on a 1-quarter lag pricing, meaning that the average Thailand has delivered a core EBITDA growth of 22% and a core
polyolefin price during the previous quarter of Q3’20 was applied. EBIT growth rate of 31% in 2020 versus the previous year.
This resulted in a squeeze to our gross margins for the quarter.
This margin squeeze however can be expected to normalize over Management is optimistic that our Thailand business will sustain
the coming quarters. this growth momentum as the new projects we captured in 2020
are a powerful indicator of our customers trust in us, and many
Furthermore, sales volumes in Thailand were also down around 8% of these projects are still under development and yet to be
compared to the previous quarter as we witnessed a general commercialized and revenue generating.
slowdown across our consumer segments of food, pharma,
personal care and home care. TPAC Thailand 2020 growth has been a result of the additional
volumes from new projects from both existing and new customers,
EBITDA was also impacted by the low utilization of our Bang Na and less so from organic growth of our historic and incumbent
plant. Utilization rate in Bang Na continues to hover at around SKUs.
30% - 35%.
2020 was a year in which organic growth from a number of our
Encouragingly however, we are pleased to share that our Bang Na Thailand business key SKUs was fairly muted and in many cases
plant (‘TPAC Bang Na’) has now passed its food safety audit on volumes even came down due to the difficult consumption
the 23rd of February 2021 and is on track to be officially awarded environment in Thailand, further exacerbated by the ongoing
our FSSC 22000 certification by the end of Q1’21 as scheduled. This Covid-19 pandemic.
has been a 1.5-year journey of continuous improvement for the plant.
Food packaging is TPAC’s core competency, with approximately
70% of TPAC’s portfolio comprising the packaging of food products.
Management is confident this will mark the turning point for our
Bang Na plant.

Nevertheless, even under this sluggish environment, our Thai Given the low utilization rates of Bang Na plant (~35%) there is
business was able to deliver this strong growth which can largely significant upside to be unlocked, with modest capex.
be attributed to the new projects captured.
TPAC diversified position within defensive end segments of food
Upon GDP growth picking up this year, and a hopeful gradual return & dairy, personal care, pharmaceuticals and home care have all
of the millions of tourists to Thailand shores, and an improved not only demonstrated resilience, but also strong growth.
consumption climate, TPAC Thailand management has reason to
believe we are on track to deliver another year of solid growth. As we move into 2021, management feels our Thai business is well
positioned to continue the momentum of 2020.

ANNUAL REPORT 2020 17

SUNPET business comprises our business in the UAE and India whose packaging products
are all branded under the ‘SUNPET’ brand.
Unit: THB Million

Q4’20 Q3’20 %Δ Q4’20 Q4’19 %Δ FY’20 FY’19 %Δ

Sales 571.5 569.4 0% 571.5 519.2 10% 2,187.0 2,008.3 9%

Cost of sales 404.3 403.7 0% 404.3 412.5 -2% 1,581.1 1,636.1 -3%
Gross Profit 167.2 165.7 1% 167.2 106.6 57% 605.9 372.1 63%
Gross Profit Margin % 29.3% 29.1% 0.2% 29.3% 20.5% 8.7% 27.7% 18.5% 9.2%
SG&A 69.6 64.8 7% 69.6 64.1 9% 258.7 198.6 30%
Other income 9.6 9.6 0% 9.6 5.0 94% 41.0 32.1 28%
EBITDA 146.6 149.6 -2% 146.6 86.3 70% 545.5 351.7 55%
EBITDA Margin % 25.2% 25.8% -0.6% 25.2% 16.5% 8.8% 24.5% 17.2% 7.2%
Core EBITDA 146.6 149.6 -2% 146.6 86.3 70% 545.5 351.7 55%
Core EBITDA Margin % 25.2% 25.8% -0.6% 25.2% 16.5% 8.8% 24.5% 17.2% 7.2%
Depreciation and amortization 39.4 39.1 1% 39.4 38.8 1% 157.4 146.0 8%
EBIT 107.2 110.5 -3% 107.2 47.5 126% 388.1 205.7 89%
Core EBIT 107.2 110.5 -3% 107.2 47.5 126% 388.1 205.7 89%
Core EBIT Margin % 18.5% 19.1% -0.6% 18.5% 9.1% 9.4% 17.4% 10.1% 7.3%
Finance costs 14.9 16.7 -11% 14.9 10.5 41% 67.7 76.4 -11%
Profit Before Tax 92.3 93.8 -2% 92.3 36.9 150% 320.4 129.3 148%
Core Profit Before Tax 92.3 93.8 -2% 92.3 36.9 150% 320.4 129.3 148%
Core Profit Before Tax Margin % 15.9% 16.2% -0.3% 15.9% 7.0% 8.8% 14.4% 6.3% 8.0%
Income tax expense 15.9 16.4 -3% 15.9 -0.3 5261% 50.1 -10.7 570%
Net Profit 76.5 77.3 -1% 76.5 37.2 105% 270.3 140.0 93%
Net Profit Margin % 13.2% 13.4% -0.2% 13.2% 7.1% 6.1% 12.1% 6.9% 5.3%
Core Net Profit 76.5 77.3 -1% 76.5 37.2 105% 270.3 140.0 93%
Core Net Profit Margin % 13.2% 13.4% -0.2% 13.2% 7.1% 6.1% 12.1% 6.9% 5.3%

SUNPET FY ’20 core EBITDA Baht 546mm, 55% increase from Management firmly believes that the world’s most exciting
previous year. consumer growth story is that of India.

SUNPET Q4 ’20 core EBITDA Baht 147mm, 70% increase to same Our financial numbers achieved are certainly reflective of this.
period last year, 2% decrease to previous quarter. Note that the ‘SUNPET’ business is the No.1 player within the Indian
market for rigid PET Food (non- beverage) and pharmaceuticals
Note that SUNPETs FY’20 results were negatively impacted, packaging.
especially during Q2’20 when India was suddenly plunged into
a lockdown and TPACs factories were closed and significantly It is this leadership position within these segments that is allowing
scaled down for most of April and May ’20. us to capture this explosive growth.

In spite of that, SUNPET’s business has performed remarkably in ’20 The Indian market is fast evolving with customers increasingly
and just like Thailand, our diversified portfolio has proven its getting tougher on their demands of world class solutions and
resilience. delivery from their packaging partners. This increasing expectation
of excellence is a positive trend for TPAC, allowing us to gain market
Encouragingly, Q4’20 saw SUNPET’s able to quickly pass through share from less organised and innovative players.
the steep increases in underlying raw material prices with minimal
lag time and this was reflected by our gross margins maintaining
their levels in line with the previous quarter.

18 THAI PLASPAC PLC.

TPAC has a highly experienced leadership team and below initiatives Furthermore, SUNPET business is evaluating:
are expected to further fuel our explosive growth.
Expanding our product offerings to also cater for packaging
Pharmaceutical focused plant currently under construction solutions using High Density Polyethylene (HDPE) and
in West of India (greenfield project), Polypropylene (PP), similar to our Thailand operation.
At present, TPAC India is only focused on PET packaging.
Food focused plant currently under construction in
North of India (greenfield project). Evaluating further M&A opportunities to further consolidate
the market and extract synergies from potential increased scale.
Both plants expected to be complete by Q1’22.
As management had stated before we entered into the Indian
UAE plant expansion. Currently under evaluation is a factory market, our expectation was that our entry into India would be
premise next to our existing premise that has recently come transformational. This has indeed been the case, and with so many
available and is well suited for TPACs strict hygiene needs. growth opportunities now visible to our management team,
Negotiations ongoing. the transformational journey is just beginning.

Consolidated Statement Financial of Position

AS AT AS AT AS AT AS AT
%Δ %Δ
31 DEC’20 30 SEP’20 31 DEC’20 31 DEC’19

Cash and cash equivalents 195.6 271.3 -28% 195.6 34.7 464%
Trade and other receivables 826.0 803.8 3% 826.0 783.9 5%
Inventories 415.7 315.8 32% 415.7 287.4 45%
Other current financial assets 0.4 - n/a 0.4 55.6 -99%
Advance purchase for raw material 8.1 11.8 -31% 8.1 74.8 -89%
Other current assets 115.2 50.8 127% 115.2 51.2 125%
Total current assets 1,561.1 1,453.5 7% 1,561.1 1,287.6 21%
Restricted bank deposits 23.2 24.4 -5% 23.2 25.8 -10%
Long-term investment 2.3 2.4 -5% 2.3 9.0 -75%
Property, plant and equipment 1,476.1 1,549.3 -5% 1,476.1 1,480.6 -0%
Right-of-use assets 85.9 90.3 -5% 85.9 - n/a
Goodwill 1,001.8 1,052.9 -5% 1,001.8 1,010.1 -1%
Intangible assets 353.5 381.9 -7% 353.5 396.6 -11%
Deferred tax assets 8.9 9.1 -2% 8.9 7.8 15%
Withholding tax deducted at source 93.2 93.2 0% 93.2 93.2 0%
Advance payment for purchasing of molds 49.9 57.9 -14% 49.9 30.5 64%
Assets associated with call options 8.8 8.8 0% 8.8 8.8 0%
Other non-current assets 58.7 50.0 17% 58.7 36.6 60%
Total non current assets 3,162.4 3,320.1 -5% 3,162.4 3,099.1 2%
Total assets 4,723.5 4,773.6 -1% 4,723.5 4,386.7 8%
Bank overdraft and short-term loans from banks 515.3 426.0 21% 515.3 377.4 37%
Trade and other payables 359.0 321.6 12% 359.0 292.6 23%
Current portion of long-term debentures 76.0 77.3 -2% 76.0 53.7 42%
Current portion of long-term lease liabilities 7.0 7.1 -2% 7.0 - n/a
Current portion of long-term loans from banks 165.2 114.5 44% 165.2 135.0 22%
Income tax payable 12.8 6.6 95% 12.8 - n/a
Other current financial liabilities - 0.5 -100% - - n/a

ANNUAL REPORT 2020 19

AS AT AS AT AS AT AS AT
%Δ %Δ
31 DEC’20 30 SEP’20 31 DEC’20 31 DEC’19
Liabilities associated with share purchase agreement
- 481.9 -100% - - n/a
in subsidiary
Other current liabilities 37.0 43.8 -16% 37.0 24.2 53%
Total current liabilities 1,172.4 1,479.4 -21% 1,172.4 882.9 33%
Long-term debentures - net of current portion 390.3 410.9 -5% 390.3 464.4 -16%
Long-term lease liabilities, net of current portion 80.9 84.5 -4% 80.9 - n/a
Long-term loans from banks - net of current portion 792.7 460.8 72% 792.7 611.8 30%
Non-controlling interest put options - - n/a - 469.1 -100%
Deferred tax liabilities 95.6 84.3 13% 95.6 47.9 100%
Provision for long-term employee benefits 70.9 70.9 -0% 70.9 61.1 16%
Other non-current liabilities - - n/a - - n/a
Total non current liabilities 1,430.3 1,111.4 29% 1,430.3 1,654.3 -14%
Total liabilities 2,602.7 2,590.7 0% 2,602.7 2,537.2 3%
Registered share capital 326.6 326.6 -0% 326.6 326.6 -0%
Issued and paid-up capital 326.5 326.5 0% 326.5 326.5 0%
Premium on ordinary shares 1,027.0 1,027.0 -0% 1,027.0 1,027.0 0%
Appropriated - statutory reserve 32.7 28.6 14% 32.7 28.6 14%
Retained earnings 912.5 854.1 7% 912.5 636.3 43%
Other components of shareholders’ equity (257.1) (174.3) 48% (257.1) (274.0) -6%
Excess of book value of acquired subsidiary over cost 20.0 - n/a - - n/a
Equity attributable to owners of the Company 2,061.7 2,061.9 -0% 2,061.7 1,744.4 18%
Non-controlling interests of the subsidiaries 59.1 120.9 -51% 59.1 105.1 -44%
Total shareholders’ equity 2,120.7 2,182.9 -3% 2,120.7 1,849.5 15%
Total liabilities and shareholders’ equity 4,723.5 4,773.6 -1% 4,723.5 4,386.7 8%

Remark: Translation of financial statements in foreign currency

PROFIT/LOSS (AVERAGE EXCHANGE RATE DURING THE PERIOD) Q4’20 Q3’20 Q4’19

INR 0.4230 0.4256 0.4331

AED 8.5196 8.5796 8.2872

BALANCE SHEET (SPOT RATE AS THE END OF PERIOD) Q4’20 Q3’20 Q4’19

INR 0.4091 0.4297 0.4129

AED 8.1774 8.6191 8.2092

As at end Q4’20, TPAC Net Interest-Bearing Debt/Equity = 0.86x5. TPAC is finalizing our detailed operating plan for the next 4 years,
‘Aspiration ‘24’, This document will capture our dreams, action
This comfortably still leaves us with ample headroom to execute plans and financial targets for the next 4 years. Management
on potential further M&A. looks forward to sharing this with our investors in the next
few months.
TPAC consolidated Net Debt/Equity covenants at 2.0x.

5
Balance sheet as of Q4’20, after adjusting for 20% of TPAC India minority equity acquisition.

20 THAI PLASPAC PLC.

Consolidated Statement of Cash Flows
Unit: THB Million

FY2020 FY2019 %Δ

Cash flow from Operating Activities

Profit Before Tax 436.1 154.5 182%
Adjustment : Depreciation and Amortisation 321.0 288.8 11%
Adjustment : Other adjustments 122.4 157.8 -22%
Profit from operating activities before changes to working capital 879.5 601.1 46%
Net changes to working capital -46.2 -18.3 152%
Other Net changes from operating activities -50.2 0.0 100%
Cash flows from Operating Activities 783.0 582.8 34%
Cash paid for corporate income tax -21.0 -45.5 -54%
Net Cash Flows from Operating Activities 762.0 537.3 42%

Cash flow from Investing Activities

Acquisition of Fixed Assets & Intangible Assets -313.4 -228.0 37%
Proceeds from equipments sales 4.4 12.3 -64%
Other 67.3 -40.3 267%
Net Cash Flow used in Investing Activities -241.7 -631.1 -62%

Cash flow from Financing Activities

Increase (decrease) in short-term loans from bank 137.9 91.0 52%
Decrease from restricted bank deposit 2.3 0.0 n/a
Increase (decrease) in long-term loans from bank 425.0 374.2 14%
Repayment of long-term loan -214.7 -998.5 -78%
Repayment of debenture -55.3 0.0 n/a
Cash paid for finance lease payable -12.4 0.0 n/a
Purchase of additional investments in subsidiary from non-controlling
-481.9 0.0 0%
interests of the subsidiary
Cash paid for financial fees -1.1 -1.9 -43%
Finance costs -105.5 -142.6 -26%
Dividend Paid Out -40.8 0.0 n/a
Cash receipt from shareholders 0.0 796.8 -100%
Net Cash Flow from Financing Activities -346.3 119.1 -391%
Decrease in exchange differences on translation of financial statements -13.0 -54.6 -76%
Change in Cash and Cash Equivalents 160.9 -29.3 649%
Cash and cash equivalents at beginning of period 34.7 64.0 -46%
Cash and Cash equivalents - Closing Period Balance 195.6 34.7 464%

ANNUAL REPORT 2020 21

Consolidated Statement of Cash Flows for 12 months period of 2020

Unit: THB Million

762

(359)

(242)
196

BEGINNING CASH (Q4’19) CFO CFI CFF ENDING CASH (Q4’20)

(i) CFO : Cash flow from operation activities

(ii) CFI : Cash flow from investing activities
(iii) CFF : Cash flow from financing activities and included translation adjustment (29.4 MB)

22 THAI PLASPAC PLC.

EVENTS
CALENDAR

ANNUAL REPORT 2020 23

YEAR EVENTS

1983 The Company was founded with one factory located in Sathupradit.

2005 December 7th, 2005. TPAC goes public with a listing on the MAI.

Change of control at TPAC. Lohia family acquires 60.55% controlling stake. Kevin Sharma installed as
2015 Chairman and CEO. TPAC aspires to become a world class global company.

May 2nd, 2018. TPAC completes its first ever acquisition, M&A#1. TPAC acquires custompack,
giving TPAC 1 additional factory in the outskirts of Bangkok.

2018
August 28th, 2018. TPAC completes M&A#2 with the acquisition of 80% of Sunrise Containers, adding 5 factories
across India to our portfolio. With this acquisition TPAC becomes an international company and gains a presence
into India, the worlds most exciting consumer and pharmaceutical packaging market.

July 30th, 2019. TPAC completes M&A#3 with the acquisition of 89% of Sun Packaging Systems in the UAE.
TPAC further expands our international presence, now gaining a foothold in the Middle East.

2019
November 27th, 2019. TPAC successfully completes a right issue, raising 800 million baht from the issuance of
72,732,323 shares. TPACs paid up capital increases to 326,549,999 shares.

October 26th, 2020. TPAC acquires the remaining 20% stake of our Indian business, increasing our shareholding
2020 to 100%.

24 THAI PLASPAC PLC.

GENERAL
INFORMATION

ANNUAL REPORT 2020 25

GENERAL INFORMATION

HEADQUARTERS

NAME Thai Plaspac Public Company Limited

SYMBOL TPAC

TYPE OF BUSINESS Design and Manufacture rigid plastic packaging

WEBSITE www.tpacpackaging.com

REGISTRATION NUMBER 0107547000575

DATE OF INCORPORATION August 1, 1983

THB 326,550,000 divided into 326,550,000 ordinary shares of par value

REGISTERED SHARE CAPITAL
at THB 1 per share
THB 326,449,999 divided into 326,449,999 ordinary shares of par value
PAID-UP SHARE CAPITAL at THB 1 per share

FISCAL YEAR END 31 December

HEAD OFFICE 77 Soi Thian Thaley 30 Bang Khun Thian-Chay Thaley Road, Tha Kham,
Bang Khun Thian, Bangkok 10150, Thailand
Tel. 02-897-2250-1 Fax. 02-897-4694

BRANCH 001 3/1, 3/2 Soi Thian Thaley 15, Bang Khun Thian-Chay Thaley Road, Sameadum,
Bang Khun Thian, Bangkok 10150, Thailand
Tel. 02-892-0261-4

SHARE REGISTRAR Thailand Securities Depository Company Limited

93 Ratchadaphisek Road, Dindaeng, Bangkok 10400, Thailand
Tel. 02-009-9000 Fax. 02-009-9991

AUDITOR Miss Rungnapa Lertsuwankul (CPA No. 3516) or

Miss. Pimjai Manitkhajohnkit (CPA No. 4521) or
Mr. Chayapol Suppasedtanon (CPA No. 3972) or
Miss Orawan Techawatanasirikul (CPA No. 4807)
the auditors who have been approved by the Securities
and Exchange Commission of Thailand
Firm: EY Office Limited
33rd Floor, Lake Rajada Office Complex
193/136-137 Rajadapisek Road, Klongtoey, Bangkok 10110, Thailand
Tel. 02-264-0777

LEGAL ADVISOR Capital Law Officer Limited

44 Smooth Life Tower 16th Fl., North Sathorn Rd.,
Silom, Bangrak, Bangkok 10500 Thailand Tel.02-633-9088, Fax 02-633-9089

INVESTOR RELATIONS [email protected]

SECRETARY [email protected]

26 THAI PLASPAC PLC.

TPAC’S SUBSIDIARY

COMPANY NAME TPAC PACKAGING INDIA PRIVATE LIMITED

TYPE OF BUSINESS Manufacture rigid plastic packaging

CIN U74999MH2017PTC301190

ROC CODE RoC-Mumbai

REGISTRATION NUMBER 301190

DATE OF INCORPORATION December 7, 2017

Rs 2,450,000,000 divided into 245,000,000 ordinary shares of par value

REGISTERED SHARE CAPITAL
at Rs 10 per share
Rs 2,107,695,750 divided into 210,769,575 ordinary shares of par value
PAID-UP SHARE CAPITAL
at Rs 10 per share

FISCAL YEAR END 31 March

405-408 ACME INDUSTRIAL PARK OFF I B PATEL ROAD, GOREGAON EAST,

REGISTERED ADDRESS
MUMBAI, Mumbai City MH 400063 INDIA

AUDITOR SRBC & Co LLP (Statutory Auditor)

12th Floor, The Ruby, Ruby Mill, Senapati Bapat Marg, Dadar (West), Mumbai,
Maharshtra 400028, India

LEGAL ADVISOR Chandhiok & Associates

ADDRESS Advocates and Solicitors C-524 Defence Colony New Delihi-110024 India

TPAC’S SUBSIDIARY

COMPANY NAME TPAC PACKAGING (BANGNA) COMPANY LIMITED

TYPE OF BUSINESS Manufacture rigid plastic packaging

DATE OF INCORPORATION May 2, 2018

REGISTRATION NUMBER 0105512000275

REGISTERED SHARE CAPITAL 31 December

THB 101,431,370 divided into 10,143,137 ordinary shares of par value

PAID-UP SHARE CAPITAL at THB 10 per share

FISCAL YEAR END 31 December

REGISTERED ADDRESS 75/2 Moo 9 Soi Ruamjai Bangna-Trad Road Km.18.8, Bangphli Samutprakarn 10540

AUDITOR Firm: EY Office Limited

33rd Floor, Lake Rajada Office Complex
193/136-137 Rajadapisek Road, Klongtoey, Bangkok 10110, Thailand
Tel. 02-264-0777

ANNUAL REPORT 2020 27

TPAC’S SUBSIDIARY

COMPANY NAME SUN PACKAGING SYSTEMS (FZC)

TYPE OF BUSINESS Manufacture rigid plastic packaging

DATE OF INCORPORATION July 30, 2019

REGISTRATION NUMBER 002538

FISCAL YEAR END December 31

REGISTERED CAPITAL AED 450,000 divided to 300 ordinary shares of par value at AED 150 per share

PAID-UP CAPITAL AED 450,000 divided to 300 ordinary shares of a par value at AED 150 per share

600 M2 WAREHOUSE B3-01,02&03 PLOT OF LAND T3-02, 03, 04&05

REGISTRATION ADDRESS
P.O.BOX 7784, SHARJAH, UNITED ARAB EMIRATES

AUDITOR AI Saqr Business Tower, 28th floor, Sheikh Zayed Road, Dubai,
United Arab Emirates, Office Line: +971 (4) 3324000 Fax Line: +971 (4) 3324004
[email protected]

COMPANY STRUCTURE

THAI PLASPAC PUBLIC COMPANY LIMITED

100% 100% 89%

TPAC Packaging (Bangna) TPAC Packaging India Private Limited Sun Packaging Systems (FZC)
Company Limited

28 THAI PLASPAC PLC.

VISION MISSION VALUES
STRATEGY AND NATURE
OF BUSINESS

ANNUAL REPORT 2020 29

VISION

TO BE THE COMPANY WHOSE INNOVATIONS POSITIVELY IMPACT OUR WORLD,

AND A PLACE ATTRACTIVE TO THE MOST PASSIONATE PACKAGING MINDS.

MISSION

TO COLLABORATE PASSIONATELY,
ALWAYS SHOWING OUR CUSTOMERS WHAT’S NEW.

OUR VALUES

DREAM

TPAC DREAMS TO BE A GLOBAL COMPANY, AND A LEADER IN

PACKAGING INNOVATION. IT CAN ONLY START WITH A DREAM.

IN DATA WE TRUST

IF YOU CAN’T MEASURE IT,

YOU CAN’T IMPROVE IT.

LIFELONG LEARNERS

OUR MIND SET IS ONE OF CONTINUOUS LEARNING,

ALWAYS A STUDENT, ALWAYS CURIOUS.

LISTEN

CUSTOMER TALK, WE LISTEN.

30 THAI PLASPAC PLC.

NATURE OF BUSINESS

Thai Plaspac Public Company (TPAC Packaging) is a top tier Utilizing proprietary know-how as developed by our in-house
rigid plastic packaging solutions company. Presently, there are industry recognized R&D platform, our team of specialist
10 factories site in 3 counties as following: formulate optimum material composition as deemed suitable
4 factories in Thailand, located in Bangkok metropolis area. to form and function. 2D technical CAD drawings and 3D printed
prototypes are developed. Utilizing our extensive relationships
5 factories in India, located in the North
with mold makers around the globe, we work closely with mold
and the West of India.
makers judged to possess the appropriate level of technical
1 factories in United Arab Emirates craftsmanship best suited for our individual projects. Our
We mainly operate across hygienic consumer segments - everyday commercial manufacturing classified in to 3 processes as
consumables within the Food & Beverage, Pharmaceutical, following:
Personal care and Homecare sectors. A smaller part of our Injection Moulding
business is in the Precision Tools sector. Our packaging solutions Extrusion Blow Moulding
are bespoke, uniquely designed and manufactured. We also PET Moulding
have an extensive common mold product portfolio branded
under the ‘SUNPET’ brand. We also have developed in house facilities for variety of decorative
processes. Our systems and processes are ISO 9001 : 2008,
Good Manufacturing Practice, Food Safety accredited, and we
offer Clean Room infrastructure.

ANNUAL REPORT 2020 31

We divided our packaging product into 3 categories:

1. Food & Beverage

Our Food & Beverage business can be divided into 5 sub-sectors.

1 Dairy & Coffee 2 Edibles

The diary business packaging solutions are mainly for milk and Our edibles business caters to solution for candy & gums, nuts,
yogurt products. Milk packaging includes small individual sized and edible oils.
bottles up to large multi gallon bottles as well as specialty
closure. Yogurt packaging includes thin-walled cups and bottles.
We are also active in the coffee market with products including
screw top caps and bottles for coffee powder and beans.

3 Condiments 4 Tableware products

Comprise packaging solution for jam, margarine, ketchup, Disposable cutlery, salt and pepper bottles and dispensers’
(oyster, chili, soya) sauces, and other food condiments. Products systems are amongst the core products offered for this category.
include squeezy bottles and closure systems for sauce dispensing.
Closure systems can range from internal tamper evident flip
top caps, external tamper evident flip top caps and closures
with a broad range of orifice sizes. Specialized barrier properties
to the bottles may be required into mitigate any effects of
oxidation to the filled product.

5 Niche Beverage

Here we cater to the non-water and carbonated soft drink

beverage market. For example, we recently worked with premium
brands in the coconut water, green tea and vitamin water
markets. Our customized designed beverage bottles and closures
are likely to differ in size and shape from the more commonly
seen commoditized water bottles and closures in the market.

2. Pharmaceutical & Personal care

Packaging solutions here comprise of bottles and closure systems for pharmaceutical grade liquid and solid formulations,
mouthwash and antiseptic solutions, nutraceutical supplements, soaps and shampoos, body and spa oils, and deodorants.

3. Homecare and Industrial

Our packaging solutions for the homecare market cater towards cleaning detergents, pest sprays and air refresher gels.
For cleaning detergents, the packaging typically involves bottles with plug systems inserted at the bottles mouth and further
overlaid with snap or screw caps. Our pest spray solutions comprise of spray caps. Air refreshers gels are housed within
customized containers. These containers can be of various shapes and sizes unique to our customers design preference and may
incorporate multiple pieces that assemble together.

MBA, Sloan School of Management, Massachusetts Institute of 2020 – Present
Technology (MIT), Boston, USA Director, The Federation of Thai Industries
Bachelor in Industrial Engineering, Chulalongkorn University,
2017 – Present
Bangkok, Thailand
Associate Judge, Central Intellectual Property
and International Trade Court
2016 – Present
TRAINING : Independent Director,
Director Certification Program, Class 72/2006, Thai Institute National Power Supply Company Limited
of Directors Association, Thailand 2015 – Present
The Program of Senior Executives on Justice Administration, Independent Director and Audit Committee Member,
Batch 25 Nomination and Remuneration Committee Member,
Thailand Energy Academy (TEA), Class 13 Thai Plaspac Public Company Limited
Business Revolution and Innovation Network (BRAIN), 2000 – Present
Class 1/2017, The Federation of Thai Industries Vice President and Managing Director,
A.J. Plast Public Company Limited
Capital Market Academy (CMA), Class 9

(%) SHARES POSSESSION AS OF DECEMBER 31ST, 2020 : LISTED COMPANY : DIRECTOR POSITION
None 2016 – Present
Independent Director,
National Power Supply Company Limited

NON-LISTED COMPANY : DIRECTOR POSITION 2016 – Present

Independent Director and Audit Committee Member,
None Nomination and Remuneration Committee Member,
Thai Plaspac Public Company Limited
2000 – Present
Vice President and Managing Director,
A.J. Plast Public Company Limited

ANNUAL REPORT 2020 41

BOARD OF DIRECTORS

Mr. Gran Chayavichitsilp

POSITION
Independent Director
Audit Committee
Chairman of Nomination and Remuneration Committee

AGE : 48 Years Old

First Appointment Date 12 October 2015
Last Appointment Date 21 April 2020

RELATION AMONG FAMILY

WITH OTHER DIRECTORS AND EXECUTIVES
None

EDUCATION : WORKING EXPERIENCE :

Public Administration and Law for Executives, The College of 2016 – Present
Politics and Governance, King Prajadhipok’s Institute Dhanarak Asset Development Company Limited
The Executive Management Academy, 2018 – Present
University of California, Los Angeles Assistant Managing Director Marketing
Master Degree, Public Administration, Faculty of Political Science, and Business Development
Chulalongkorn University 2015 - 2018
Bachelor in Business Administration, Rangsit University Senior Director of Corporate Communication
2012 - 2015
Director of Corporate Communication
TRAINING : 2011 - 2012
Director Certificate Program (DCP) Class 225/2016, Senior Specialist
Thai Institute of Directors Association 2009 - 2011
Director of Marketing
2008 - 2009
(%) SHARES POSSESSION AS OF DECEMBER 31ST, 2020 : Director of Marketing Management
None 2007 - 2008
Director of Marketing and Business development

LISTED COMPANY : DIRECTOR POSITION

2016 – Present
Independent Director, Audit Committee Member,
and Chairman of the Nomination and Remuneration Committee,
Thai Plaspac Public Company Limited, Bangkok, Thailand

NON-LISTED COMPANY : DIRECTOR POSITION

None

42 THAI PLASPAC PLC.

MANAGEMENT
STRUCTURE

ANNUAL REPORT 2020 43

MANAGEMENT STRUCTURE

BOARD OF DIRECTORS AND COMMITTEE

List of Directors and Committees are as of December 31, 2020 are followed:

DATE OF NUMBER OF
NO. NAME OF DIRECTORS POSITION REGISTRATION YEARS IN
AS DIRECTORS OFFICE
Chairman of the Board of Directors
Chairman of the Risk Management Committee
1 Mr. Kevin Qumar Sharma Chairman of the Corporate Governance Committee October 9, 2015 5 Years
Nomination and Remuneration Committee
Group Chief Executive Officer

Executive Director
Nomination and Remuneration Committee
Risk Management Committee
2 Mr. Theerawit Busayapoka October 12, 2015 5 Years
Corporate Governance Committee
Chief Executive Officer/
Managing Director of Thailand Business

Executive Director
3 Mr. Anil Kumar Kohli Risk Management Committee October 12, 2015 5 Years
Chief Technical Officer

4 Mrs. Aradhana Lohia Sharma Non-Executive Director October 9, 2015 5 Years

5 Mr. Yashovardhan Lohia Non-Executive Director October 12, 2015 5 Years

Independent Director
6 Mr. Virasak Sutanthavibul Chairman of the Audit Committee October 9, 2015 5 Years
Nomination and Remuneration Committee

Independent Director
7 Mr. Kittiphat Suthisamphat Audit Committee October 9, 2015 5 Years
Nomination and Remuneration Committee

Independent Director
Audit Committee
8 Mr. Gran Chayavichitsilp October 12, 2015 5 Years
Chairman of the Nomination and
Remuneration Committee

Corporate Governance Committee

9 Mr. Worapong Woottipruk* August 9, 2018 2 Years
Chief Financial Officer

10 Mr. Terapol Soonponrai* Corporate Governance Committee July 16, 2020 0.5 Years

*Mr. Worapong Woottipruk was resigned since July 16th, 2020.

*Mr. Terapol Soonponrai was appointed to be the Corporate Governance Committee since July 16th, 2020.

AUTHORIZED DIRECTORS’ BEHALF OF THE COMPANY

Authorized directors of the Company are Mr. Kevin Qumar Sharma or Mrs. Aradhana Lohia Sharma or Mr. Anil Kumar Kohli jointly signed
with Mr. Theerawit Busayapoka or Mr. Yashovardhan Lohia and stamp with the Company’s seal.

44 THAI PLASPAC PLC.

ROLE AND RESPONSIBILITIES OF THE BOARD
The Board of Directors has the authorized, duties, and responsibilities to manage the Company and the subsidiaries in accordance
with the relevant law, the objectives and the Company’s Articles of Association as well as all legitimate resolutions of the shareholders’
meetings as follow:

1 2
Perform their duties accordance with the laws, Securities and Determine the Company’s policies, business directions, vision,
Exchange Act, the Company’s objectives, and the Company mission, values, and strategies.
Articles of Association as well as the resolutions of the Board
of Director and the shareholders’ meeting with the responsibilities,
duty of care, duty of loyalty, and the utmost benefit of the Company
and the shareholders.

3 4
Determine the Company’s annual plan and budget, as well as Determine short-term and long-term remuneration structure
considering and reviewing to be accordance with the plan. and welfare for the employees in all level.

5 6
Appoint the management to ensure that the accounting systems, Consider and approve the acquisition and disposal of an asset
financial reports, and accounting audit are accountable, as well and investment.
as ensuring that the Company has an appropriate internal audit
control system.

7 8
Consider, approve and provide an opinion on the connected Prevent a conflict of interests among the stakeholders of
transactions of the Company and its subsidiaries and ensure the Company.
the compliance with the relevant laws.

9 10
Establish the risk management policy and framework, to continually Evaluate the performance of the Board of Directors annually,
review and evaluate the policy and framework. both group evaluation and individual evaluation in order to use
as a guideline to review their duties and responsibilities.

11 12
Delegate one or more directors or other persons to perform any Appoint sub-committee to assist and monitor the management
task on behalf of the Board of Directors, However, such delegation systems and the internal control to ensure that compliance
shall not be the authorization or sub-authorization that allows with the policies such the Audit Committees, Nomination and
the director or any designated person, who has a conflict Remuneration Committees, Risk Management Committees,
of interests or a conflict of any kinds with the Company or its and the Corporate Governance Committees and assign to
subsidiaries to approve the transactions. the annual performance evaluation and review the duties and
responsibilities in the charter of all committees.

13 14
Arrange the good corporate governance policy in form of Directors should attend the training course to improve their
the code, and adopt it in an efficiency in order to ensure skill which relevant with the Company business accordance
the Company take responsibility to all stakeholders with with the Company’s human resource development policy.
fairness basis.

ANNUAL REPORT 2020 45

15 16
Newly appointed directors should attend the orientation to Consider and alter the authorized directors signing on behalf
guideline the Company overview such a Company’s structure, of the Company.
Articles of Association, Objectives, Director code of ethics,
directors’ handbook, and the Company policies as well as the
corporate governance policy.

17
Consider and appoint Executive and Corporate Secretary with
the qualification as defined by the Securities and Exchange
Commission or the Capital Market Supervisory Board, as well as
decide the compensation of those.

ROLE AND RESPONSIBILITIES OF THE CHAIRMAN OF THE BOARD

1 To be Leader of the Board of Directors and to be the Chairman over the Board of Directors’ Meeting.

1.1 Conduct the Board Meeting in compliance with the law, the Company’s Articles of Association
and the Meeting agenda.

1.2 Promote and allocate sufficient time for each Board member to discuss and share their idea
deliberately and to exercise their proper discretion for the best interest of all stakeholders.

1.3 Conclude the meeting resolution and actions plan to be taken after the meeting in a clear
and decisive manner.

Preside over the Shareholders meeting and conduct the meeting in compliance with the law, the Company’s Articles
of Association and follow the sequence of the agenda with proper allocation of time while providing an opportunity
2 for shareholders to equally share their opinions and for directors and executives to respond to shareholder’s questions
properly and transparently.

Promote the Board of Directors to be a role model in practicing good corporate governance, Anti-fraud
3 and Anti-corruption policy and the Company’s Code of Conducts.

Strengthen good relationship between Board members and management team and support the president and his
4 management team to carry out their duties in accordance with the Company’s policies.

5 Supervise the disclosure of information and transparent management especially when there is a conflict of interest.

6 Ensuring membership of the Board has proper structure and composition.

7 Ensuring efficient and effective performance of the Board of Directors, each committee and individual directors.

Supervise the annual performance evaluation of the Board of Directors, individual directors, the Chairman himself,
8 and all committees in order to improve effectiveness of the Board and committees and enhance knowledge and
competencies of individual Board and committee members.

46 THAI PLASPAC PLC.

COMMITTEE
The Board of Directors has established committee i.e. Audit has approved the charter of each committee which set
Committees, Nomination and Remuneration Committees, Risk the duties and responsibilities of the committee and shall be
Management Committees, and Corporate Governance Committees published on the Company’s website. The detail of each
to perform their duties of their specific affairs and propose committee is followed;
related issued for the Board to consider or endorse. The Board

1. Audit Committees

Audit Committee is established with the objectives to provide Audit Committee comprises of at least three (3) independent
the assistant to the Board of Directors in fulfilling its oversight directors and at least one (1) member shall be financially literate
responsibility relating to the accuracy of the Company’s financial or shall have background in accounting or finance sufficiently
statement, the efficiency of the internal control, and the compliance enough to perform the duty of reviewing the accuracy of
with law, regulations and the code of conduct in order to the Company’s financial statements. Chairman of the Audit
promote its Good Corporate Governance. The Committee also Committee shall be appointed by the Board of Directors or by
has a duty to review the Company’s risk management and to the voting of all members of the Audit Committee.
prepare the audit committee report in the annual report.

As of December 31, 2020, there are three (3) members of Audit Committee as follow;

NO. NAME POSITION

1 Mr. Virasak Sutanthavibul Chairman of the Audit Committee

2 Mr. Kittiphat Suthisamphat Audit Committee

3 Mr. Gran Chayavichitsilp Audit Committee

Role and Responsibilities of the Audit Committees

1 2
To review and ensure that the Company’s financial report is To review and ensure that the Company has an appropriate
proper and with adequate disclosure in accordance with and efficient internal control system and to annually assess
the generally accepted accounting standards, including the results of the internal control.
the assurance that quarterly and annual financial reports are
accurate, complete, and justifiable before the submission to
the Board of Directors for approval.

3 4
To ensure that the Company has complied with the securities To select and recommend to the Board of Directors the
laws and regulations of the SEC and the SET or other laws relating appointment of the external auditor and suggest remuneration
to the business of the Company. for approval in the annual general meeting of the shareholders’
meeting and to meet with the external auditor without
participation of the management at least once a year.

5 6
To terminate the external auditor, if there are conflict of interest To ensure a common understanding between the Board of
or effect to the Company. Directors, the external auditor, and the internal auditor.

ANNUAL REPORT 2020 47

7 8
To review and disclose related party transactions or any conflict To prepare a report of the Audit Committee’s activities as
of interests as stipulated by the corresponding regulations, may be required in line with SET regulation.
Company’s Articles of Association, Securities and Exchange
Commission Act, or the notification of the SET and disclose in
the annual report.

9 10
To review and revise the Audit Committee charter to properly To consider, review, and approve the internal audit plan.
align with the Securities and Exchange Act and the SET’s
regulations and guidelines.

11 12
To ensure that the internal audit department addressed all To report the Audit Committees’ operation result to the Board
essential business control functions, proposes solutions and of Directors.
opinions to the management, and monitors the execution of
the proposed solutions within the provided time period.

13 14
To be empowered to call for opinions or attendance at the meeting To seek counsel from independent professionals from varying
or provision of any related documents, as the Audit Committee fields when deemed necessary on the expense of the Company.
may deem relevant or necessary, from the management or any
related staff.

15 16
To do any other functions as may be designated by the Board To evaluate the annual performance for possible improvement.
of Directors.

2. Nomination and Remuneration Committee

Nomination and Remuneration Committee is established with Nomination and Remuneration Committee comprises of at least
the objectives to comply with the Good Corporate Governance, three (3) directors and at least one-three (1/3) of the Nomination
the duties are mainly the consideration and determination and Remuneration Committee must be independent directors
the remuneration package of the directors, committees, and and the Chairman must also be the independent director.
the executive management and propose for the Board of
Directors before asking for the approval from the shareholders.

As of December 31, 2020, there are five (5) members of the Nomination and Remuneration Committee as follow;

NO. NAME POSITION

1 Mr. Gran Chayavichitsilp Chairman of the Nomination and Remuneration Committee
2 Mr. Kittiphat Suthisamphat Nomination and Remuneration Committee
3 Mr. Virasak Sutanthavibul Nomination and Remuneration Committee
4 Mr. Kevin Qumar Sharma Nomination and Remuneration Committee
5 Mr. Theerawit Busayapoka Nomination and Remuneration Committee

48 THAI PLASPAC PLC.

Role and Responsibilities of the Nomination and Remuneration Committee

1 To consider the succession plan for executive and top executive.

To recruit person who is suitability to be nominated for Chief Executive Officer, Managing Director and top executive
2 by following the relevant law.

2.1 To define the criterions for recruitment person who is suitability to be nominated
for Chief Executive Officer, Managing Director and top executive.

2.2 The criterions need to accord with the relevant law and requirements and also the person
need to have a qualification that relevant to the law and the requirements of Stock Exchange of Thailand.

3 The Nomination and Remuneration Committee has a duty for consideration the remuneration as follow:

3.1 To present the remuneration of committee and sub-committee to the Board of Director for approval
and present to the shareholder meeting for approval.

3.2 To present the remuneration of top executive to the Board of Director for acknowledgement.

To consider the remuneration of executive, apart from no.3, to the Board of Director for approval and pass to
4 the managing director for operation.

All sub-committee have a duty to make a self-assessment in both individual and group evaluation and report to
5 Board of Director in order to disclose in annual report.

6 Chairman of sub-committee has a duty to make a self-assessment report in order to present to the Board of Director
and disclose in annual report.

Making a sub-committee’s performance report, following by the regulation of Stock Exchange of Thailand,
7 for disclosing in annual report.

Regularly review the charter of sub-committee in order to appropriate and relate with the Securities and Exchange
8 and also the regulation of Stock Exchange of Thailand.

9 Reporting the performance report of sub-committee to the Board of Director at least 2 times per year.

10 Annually evaluate the performance report of sub-committee for the purpose of improvement process.

ANNUAL REPORT 2020 49

3. Risk Management Committee

Risk Management Committee is established with the objectives Risk Management Committee comprises of three (3) directors
to provide the assistant the Board of Directors to manage and shall be appointed by the Board of Directors.
the risk e.g., financial risk, trading risk, and exchange rate risk
by determining the risk management framework and policies
as well as follow the result and propose to the Board of Director
to consider and mitigate the risks.

As of December 31, 2020, there are three (3) members of the Risk Management Committee

NO. NAME POSITION

1 Mr. Kevin Qumar Sharma Chairman of the Risk Management Committee

2 Mr. Theerawit Busayapoka Risk Management Committee

3 Mr. Anil Kumar Kohli Risk Management Committee

Role and Responsibilities of the Risk Management Committee

1 2
To set up the risk management policy and framework in order To follow up the significant risk of organization and improve
to relate with the company’s sustainability target and strategy the risk management framework including with the risk
between top executive and director. identification and evaluation process.

3 4
To evaluated and approve the appropriate risk management To follow up the strategy and major practicing risk management.
plan for practicing throughout the organization. According with the analysis and estimation the situation
expecting to be a cause of risk and effect to the company’s
operation and also report to the director.

5 6
To provide the risk management advisory for the operation. To create the risk awareness throughout the organization by
encouraging and motivation the risk management to be a
culture of organization.

7 8
To manipulate the risk management handbook consisting To communicate with audit committee for the significant risk
of up-to-date evaluation and management standard of risk in order to connect with internal control.
management.

50 THAI PLASPAC PLC.

9 10
To report the company’s risk and risk management to the Board All sub-committee have a duty to make a self-assessment in
of Director at least twice a year. both individual and group for evaluation and report to Board
of Directors in order to disclose in annual report.

11 12
Chairman of sub-committee has a duty to make a self-assessment Making a sub-committee’s performance report, following by
report in order to present to the Board of Director and disclose the regulation of Stock Exchange of Thailand, for disclosing in
in annual report. annual report.

13 14
To review the charter of sub-committee in order to appropriate To report the performance report of sub-committee to
and relate with the Securities and Exchange and also the the Board of Director at least twice a year.
regulation of Stock Exchange of Thailand.

15
To evaluate the performance report of sub-committee for
the purpose of improvement process.

4. Corporate Governance Committee

Corporate Governance Committee is established with the Corporate Governance Committee comprised of the directors
objectives to comply with the Good Corporate Governance and the corporate secretary totally three (3) member and
of the public company standard which was evaluated by shall be appointed by the Board of Directors.
the external institution and report the result and suggestion
to the Board of Directors to determine the relevant policies.

As of December 31, 2020, there are three (3) members of the Corporate Governance Committee as follow:

NO. NAME POSITION

1 Mr. Kevin Qumar Sharma Chairman of the Corporate Governance Committee

2 Mr. Theerawit Busayapoka Corporate Governance Committee

3 Mr. Worapong Woottipruk* Corporate Governance Committee

4 Mr. Terapol Soonponrai* Corporate Governance Committee

*Mr. Worapong Woottipruk was resigned since July 16th, 2020.

*Mr. Terapol Soonponrai was appointed to be the Corporate Governance Committee since July 16th, 2020.

ANNUAL REPORT 2020 51

Role and Responsibilities of the Corporate Governance Committee

1 2
To set up the Corporate Governance Committee policy for To assign to have an annually performance evaluation for
Board of Director to approve and put into practice. Including Chairman of board of director, committee in both individual
following the policy behavior and also continuously and and as a whole and also sub-committee.
appropriately review the policy.

3 4
To build a reliability of Corporate Governance process by having To Build a reliability of Corporate Governance process by having
a rightful financial statement, following the law and ethic as well a suitable protection and reducing conflicts of interest process
as having a good relationship with customers, supplier and in order to get the most beneficial for company and shareholder.
stakeholders.

5 6
All sub-committee have a duty to make a self-assessment in Chairman of subcommittee has a duty to make a self-assessment
both individual and group for evaluation and report to Board report in order to present to the Board of Director and disclose
of Director in order to disclose in annual report. in annual report.

7 8
To make a sub-committee’s performance report, following by To review the charter of sub-committee in order to appropriate
the regulation of Stock Exchange of Thailand, for disclosing in and relate with the Securities and Exchange and also the regulation
annual report. of Stock Exchange of Thailand.

9 10
To report the performance report of sub-committee to To evaluate the performance report of sub-committee annually
the Board of Director at least twice a year. for the purpose of improvement process.

52 THAI PLASPAC PLC.

SUMMARY OF MEETING ATTENDANCE OF THE BOARD OF DIRECTORS AND
THE COMMITTEES IN 2020

NOMINATION AND CORPORATE

BOARD OF AUDIT
REMUNERATION GOVERNANCE
NO. NAME DIRECTORS COMMITTEE
COMMITTEE COMMITTEE

(7 TIMES) (6 TIMES) (2 TIMES) (2 TIMES)

1 Mr. Kevin Qumar Sharma 7/7 - 2/2 2/2

2 Mr. Theerawit Busayapoka 7/7 - 2/2 2/2

3 Mr. Anil Kumar Kohli 7/7 - - -

4 Mrs. Aradhana Lohia Sharma 7/7 - - -

5 Mr. Yashovardhan Lohia 6/7 - - -

6 Mr. Virasak Sutanthavibul 7/7 6/6 2/2 -

7 Mr. Kittiphat Suthisamphat 7/7 6/6 2/2 -

8 Mr. Gran Chayavichitsilp 7/7 6/6 2/2 -

9 Mr. Worapong Woottipruk - - - 1/1

10 Mr. Terapol Soonponrai* - - - 1/1

Average of the Meeting attendance 98.21 100 100 100

*Mr. Worapong Woottipruk was resigned since July 16th, 2020.

*Mr. Terapol Soonponrai was appointed to be the Corporate Governance Committee since July 16th, 2020.

In 2020, The Company convened a total of 7 Board of Directors’ The Corporate Governance Policy of the Company encourage
Meetings. There was 98.21% of the directors attended the Meetings. each director to attend at least 75% of the total number of meetings.

EXECUTIVES

NO. NAME POSITION

1 Mr. Kevin Qumar Sharma Group Chief Executive Officer

2 Mr. Theerawit Busayapoka Chief Executive Officer of Thailand Business / Managing Director

3 Mr. Shrinath Kasi Chief Executive Officer of India Business (Subsidiary)

4 Mr. Nimit Kishore Bhatia Chief Executive Officer of United Arab Emirates Business (Subsidiary)

5 Mr. Anil Kumar Kohli Chief Technical Officer

6 Mr. Worapong Woottipruk* Chief Financial Officer

7 Mr. Suyog Chitlange Chief Financial Officer of India and United Arab Emirates Business

8 Mr. Khanit Thanawuthikrai* Acting Chief Financial Officer / Assistant Vice President Accounting

*Mr. Worapong Woottipruk was resigned since July 16th, 2020.

*Mr. Khanit Thanawuthikrai was appointed to be the Acting Chief Financial Officer since July 16th, 2020.

ANNUAL REPORT 2020 53

ORGANIZATION CHART

BOARD OF DIRECTORS

Nomination and Corporate Risk

Audit Remuneration Governance Management
Committee Committee Committee Committee

Internal Audit & Auditor

Company Secretary

Group Chief
Executive Officer

Chief Executive Officer Chief Executive Officer Chief Executive Officer

of Thailand Business of India Business of U.A.E. Business

Group Chief
Financial Officer Finance, Tax, Accounting, Investor Relations, Procurement

Group Chief
Research and Development, Operation Excellence
Technical Officer

54 THAI PLASPAC PLC.

Role and Responsibility of the Executive Committee

1 2
To manage the business in accordance with the objectives, To provide direction, strategy and plan to achieve Company’s
goals, guidelines, policy, plan and budget of the Company as objectives.
determined and assigned by the Board of Directors.

3 4
To organize and provide internal structure and operational Periodically review operational results to achieve company goals.
procedures of the Company for highest efficiency.

5 6
To look for new opportunity in business for submission to To review the procurement or disposal of the Company’s
the Board of Directors for approval. material property and to bind upon the Company with matter
within the powers authorized by the Board of Directors.

7 8
To approve any transaction prior to submitting same to To appoint, remove and terminate senior executives.
the Board of Directors

9 10
To approve distribution of bonus and the amount of money To see to it that the policy on corporate governance is
for annual salary increase of the staff within the annual budget appropriately implemented and followed.
of the Company.

11
To perform any other duties as may be assigned by the Board
of Directors.

The authority for all of above Executive Committee operations are not included any approvals for a person who has a conflict
of interest with company or any associations.

ANNUAL REPORT 2020 55

Role and Responsibility of the Managing Director
The Managing Director is appointed by the Board of Directors The Managing Director is under direct command of and report
who will hold office as Managing Director of the Company to the Chief of the Executive Committee and his performance
only so that he will have sufficient time to manage the affairs will be evaluated by the Executive Committee annually,
and activities of the Company in accordance with the objective including fixing his remuneration. The duty and responsibility
of the Company and for the best benefit of the shareholders. of the Managing Director is as follows:

1 2
To administer, manage and control operations concerning To follow directors’ policies, plan and budgets approved by
the general management of the Company. the Board of Directors and/or the Executive Committee and/or
the Chief Executive Officer.

3 4
To hire, appoint, transfer, discharge, and lay off; determine To approve or transfer the power to approve the purchasing
wages, bestow awards, adjust monthly salaries, remunerations, of assets and services that are beneficial to the Company,
and bonuses of all employees except executives those requiring and financial transactions involved in business operations; all
approval from the Executive Committee. within the budget provided by the Board of Directors and/or
the Executive Committee.

5 6
To issue orders, regulations announcement and memorandum To represent the Company in business activities and transactions
in order to ensure operations align with Company’ policies which are beneficial to the Company.
and follow code of conduct for employees and others.

7 8
To appoint advisors in different fields as deemed necessary To do any other functions as may be designated by the Board
for effective operations. of Directors and/or the Executive Committee and/or the Chief
Executive Officer.

The authority for all of above operations are not included any approvals of Managing Director for a person who has a conflict
of interest with company or any associations.

56 THAI PLASPAC PLC.

COMPANY SECRETARY
The Company Secretary is responsible as specified in with the law, the Company’s objectives, Articles of Association,
Section 89/15 and 89/16 of the Securities and Exchange Board resolution, and shareholders’ meeting resolution.
Act. (No,4) B.E. 2551 which was effective on August 31, 2008 The duties of the company secretary as follow:
with responsibilities, careful, and honesty as well as compliance

1 Prepare and maintain the followed documents’

a. Directors’ registrars

b. Invitation letter and Minutes of the Board of Directors’ Meeting, Annual Report

c. Shareholders’ Meeting Minutes and Invitation letter

Maintain reports of interest reported by directors or executives and submit a copy of the report of interest under
2 Section 89/14 to the Chairman of the Board and the Chairman of the Audit Committee within 7 working days from
the date the company received the report

3 Perform other tasks as announced by the Capital Market Supervisory Board

Provide basic advice to directors in matters relating to securities laws and regulations as well as the regulations of
4 the company and follow up to ensure the correct and consistent practice Including reporting significant changes to
the Board of Directors

5 Arrange for shareholders’ meetings and board meetings according to the law Company regulations and good practices

Prepare the minutes of the shareholders’ meeting and the minutes of the Board of Directors’ meeting and follow up
6 to ensure compliance with the resolution of the meeting

Prepare and maintain the registration of directors, Annual report, Invitation letter to the shareholders’ meeting,
7 Notice of the Board of Directors Meeting

8 Maintain reports of interest prepared by directors and executives and reports as required by law

9 Ensure that the subsidiaries comply with laws and regulations

Ensure the disclosure of information and information reports to regulatory agencies in compliance with laws
10 and regulations

Provide timely disclosure of information necessary to the Securities and Exchange Commission
11 and the Stock Exchange of Thailand (Both Thai and English)

Assist the Board of Directors Including the initial consultation and suggestions Related to the law, regulation,
12 corporate governance and good practices related to the Board of Directors and sub-committees

Supporting directors to ensure that directors have the sufficient information and knowledge to perform their duties
13 efficiently and report in the annual report

14 Develop the knowledge related to perform company secretary duties

ANNUAL REPORT 2020 57

Company Secretary information as of December 31, 2020
Mr. Khanit Thanawuthikrai
Age 37 years

Educations Working Experience

Bachelors’ Degree: Business Administration Thai Plaspac Public Company Limited
(Accounting), Thammasat University 2020 - Present : Acting Chief Financial Officer
2018 – 2020 : Assistance Vice President Accounting
Fortune Parts Industry Public Company Limited
2018 – 2018 : Deputy Managing Director
EY Office Limited
2011 – 2018 : Manager

REPORT ON SECURITIES HOLDING BY THE DIRECTORS AND EXECUTIVES

The Company has a policy to require the directors and executives preparing a copy of their Report of Changes in Securities and
of the Company, including their spouse and minor children Derivatives Holding (Form 59) to the Company Secretary to
(if any), to report their holding of the Company’s securities by report to the Board of Directors’ Meeting.

NUMBER OF SHARES NUMBER OF SHARES

NO. NAME INCREASED/
DECEMBER 31, 2019 DECEMBER 31, 2020 (DECREASED)

DIRECTORS
Mr. Kevin Qumar Sharma - - -
1 Spouse/Minor Children - - -
Mr. Theerawit Busayapoka 9,560,000 9,560,000 -
2 Spouse/Minor Children - - -
Mr. Anil Kumar Kohli - - -
3 Spouse/Minor Children - - -
Mrs. Aradhana Lohia Sharma - - -
4 Spouse/Minor Children - - -
Mr. Yashovardhan Lohia - - -
5 Spouse/Minor Children - - -
Mr. Virasak Sutanthavibul - - -
6 Spouse/Minor Children - - -
Mr. Kittiphat Suthisamphat - - -
7 Spouse/Minor Children - - -
Mr. Gran Chayavichitsilp - - -
8 Spouse/Minor Children - - -
EXECUTIVES

Mr. Worapong Woottipruk* - - -

9 Spouse/Minor Children - - -
Mr. Khanit Thanawuthikrai** - 10,000 10,000
10 Spouse/Minor Children - - -

*Mr. Worapong Woottipruk resigned since July 16th, 2020

**Mr. Khanit Thanawuthikrai was appointed since July 16th, 2020.

58 THAI PLASPAC PLC.

CAPITAL STRUCTURE

Top 10 Major Shareholders (as of December 31st, 2020)

NO. NAME NUM. OF SHARES PROPORTION

1 Mr. Anuj Lohia 225,688,192 69.11%

2 Mr. Eakawut Nuengchamnong 22,786,200 6.98%
3 THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED 12,376,100 3.79%
4 Thai NVDR Company Limited 10,832,804 3.32%
5 Mr. Theerawit Busayapoka 9,560,000 2.93%
6 Ms. Anootree Nuengchamnong 8,095,000 2.48%
7 MORGAN STANLEY & CO. INTERNATIONAL PLC 7,855,000 2.41%
8 Mr. Niti Nuengchamnong 3,599,900 1.10%
9 Mr. Sumet Janeprasutkul 2,431,000 0.74%
10 Mr. Wuthichai Piriyothaisakul 1,905,800 0.58%

Shareholding by Shareholder Type as of December 31st, 2020

3.70% 0.02%

20.32% 6.30% 69.66%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

THAI INSTITUTION THAI RETAIL FOREIGN INSTITUTION FOREIGN RETAIL MR.ANUJ

Dividend Policy
Not less than 30 percent of net profit after corporate income on liquidity requirement, cash flow requirement for expansion
tax and appropriation to legal reserve. However, the board of and investment and other requirement in the future.
directors may consider adjusting the dividend payment depending

ANNUAL REPORT 2020 59

Dividend Payment
In 2020, TPAC had announced the dividend payment from the operating profit of 2020 at THB 0.292 per share which will be
proposed to the shareholders’ meeting.

FY 2017 FY 2018 FY 2019 FY 2020**

Dividend per share (THB) 0.13 - 0.125 0.292

Dividend Yield (%)* 1.12% N/A 1.25% 2.35%

Dividend Payout (%) 30.7% N/A 30.1% 30.0%

*Dividend Yield calculated from the closing price of the end of the operating period.
**TPAC had announced the dividend payment for 2020 at THB 0.292 per share which subject to the shareholders’ approval to be obtained
from 2021 Annual General Meeting of shareholders.

Capital Market Activities

Meeting with investors and Analysts
Q2 2020 Opportunity Day
Analyst Meeting with Krungsri Securities PCL.
Analyst Meeting with Asia Plus Securities PCL.
Analyst Meeting with Bualuang Securities PCL.
TPAC Open house 2020
Corporate Day by Krungsri Securities PCL.
Conference call meeting with CLSA Securities (Thailand) Ltd.

60 THAI PLASPAC PLC.

NOMINATION AND
REMUNERATION
POLICY

ANNUAL REPORT 2020 61

NOMINATION, APPOINTMENT AND
REMUNERATION OF DIRECTORS AND EXECUTIVES
Appointment and Removal of Directors
The appointment and removal of directors of the Company are in accordance with the criteria and procedures as stipulated in
the law sand the Company’s Articles of Association, which can be summarized as follows:

In every Annual General Meeting of Shareholders, at least one-third (1/3) of the directors shall retire by rotation. If the number
1 of the directors who must retire by rotation is not divisible by three, the number of directors closest to one-third (1/3) of all
directors shall retire. The directors who retire by rotation are eligible for re-election;

2 The election of the directors at the shareholders’ meeting shall be in accordance with the following rules and procedures:

2.1 Each shareholder shall have one vote for one share;

2.2 Each shareholder shall use all of his or her votes to elect one or several persons as the director(s).
However, he or she may not divide his or her votes among the candidates; and

2.3 The candidates who receive the most votes in descending order will be elected as the director(s) up to the number of
the directors required to be elected at such meeting. In the event that the candidates have equal votes and their election
would exceed the number of directors required to be elected at such meeting, the Chairman of the meeting shall have
a casting vote;

Apart from retirement by rotation, the directors shall cease to hold office upon death, resignation, lack of qualifications or
3 possession of prohibited characteristics according to the Public Limited Companies Act B.E. 2535 (1992) (as amended), removal by
a resolution of the shareholders’ meeting, or removal by a court’s order;

In case of a vacancy in the membership of the Board of Directors for reasons other than retirement by rotation, the Board
of Directors shall pass a resolution by affirmative votes of not less than three-quarters (3/4) of the number of the directors
4 remaining in office to elect a person who has the qualifications and possesses no prohibited characteristics under the Public
Limited Companies Act B.E. 2535 (1992) (as amended) as a substitute director at the next meeting of the Board of Directors,
unless the remaining term of office of the said director is less than two months; and

The shareholders’ meeting may pass a resolution to remove any director from his/her office prior to the expiration of his/her
5 term by affirmative votes of not less than three-quarters (3/4) of the number of the shareholders attending the meeting,
having the right to vote, and holding shares not less than one-half (1/2) of the total number of shares held by the shareholders
attending the meeting and having the right to vote.

62 THAI PLASPAC PLC.

Qualifications of Directors

1 2
Must possess qualifications and must not have any prohibited Must have knowledge, capability, skills, experience, and
characteristics under the public limited companies’ law, securities diversified expertise beneficial to the Company’s businesses;
and exchange law, rules and regulations of the Company and
the relevant supervisory agencies, and the Company’s good
corporate governance. In case of nomination of an independent
director, such nominated person shall possess the qualifications
as specified in the Company’s Definition of Independent Director.
In case of nomination of a member of the Audit Committee,
such nominated person shall possess additional qualifications
in accordance with the laws;

3 4
Must be independent, perform the director’s duty with due care, Must have a good work profile and must not engage in a business
be honest, be mentally and physically healthy, and be able to or be a partner in a general partnership or be a partner having
fully commit to work for the Company; and unlimited liability in a limited partnership or a director in other
private or public company which carries on businesses of
the same nature as and in competition with the Company’s
businesses, except the shareholders’ meeting is advised before
a resolution is passed to elect such person and other relevant
laws are complied with.

Qualification of Independent Directors

1 2
Holding no more than 0.9% of total voting shares including Not currently be or never been the Company’s executive director,
the shareholding of persons related to the independent directors. worker, employee, salaried consultant, or controlling parties.
Exception: It has been at least two years after the person has
held the position.

3 4
Not by blood or legally registered with other directors, executives, Not currently having or never had any relations with the company
major shareholders, controlling parties, or persons who will be in the way that such relation may impede the person from
nominated as directors, executives, or controlling parties of having independent views. Also, the person should not currently
the company or subsidiary. be or never be a significant shareholder or controlling person
for persons having business relations with the company.
Exception: It has been at least two years after the person has
held the position.

5 6
Not currently being or never been the company’s auditor. Not currently be providing or never provided professional
Also, the person should not currently be or never be a significant services, legal consulting, nor financial consulting services to
shareholder, controlling person, or partners of current auditor’s the company with a fee more than THB 2 million per year.
auditing firm. Exception: It has been at least two years after Also, the person should not currently be or never be a significant
the person has held the position. shareholder, controlling person, or partners of current service
providers. Exception: It has been at least two years after
the person has held the position.

ANNUAL REPORT 2020 63

7 8
Not currently a director appointed to represent the company’s Not currently be operating under similar business nature and
directors, major shareholders, or the shareholder related to significant competition to the company or subsidiary; or not a
major shareholder. significant partner of the partnership, executive director,
salaried worker, employee, or consultant; or holding more
than 1% of voting shares of any other companies operating
under similar business nature and significant competition to
the company and subsidiary.

9
Not under any conditions that may impede the person from
having independent views towards the company’s operations.

Position holding of the Independent Directors

The tenure of an independent director of the Company should not exceed a cumulative term of 9 years from the first day of service.

Qualification of Audit Committee

1 2
Having been appointed by the board of directors or shareholders’ Qualified for an independent director.
meeting to act as Audit committee member.

3 4
Not currently the director authorized by the board to make Not currently the director of the parent company, subsidiary,
administrative decisions of the company, parent company, or same-level subsidiary of listed companies only.
subsidiary, same-level subsidiary, major shareholders, or
controlling persons.

5
Having sufficient knowledge and experience to perform the duty
of an audit committee. There must be at least one audit
committee member, who is sufficiently knowledgeable and
experienced to review the reliability of financial statements.

64 THAI PLASPAC PLC.

Remuneration of Directors and Executives
Monetary remuneration

Directors Remuneration Criteria for 2019 - 2020

Meeting Allowance
2019 2020
Chairman of the Board of Directors THB 80,000/quarter THB 80,000/quarter
Directors THB 65,000/person/quarter THB 65,000/person/quarter*
Audit Committee THB 30,000/person/attendance THB 30,000/person/attendance
Nomination and Remuneration Committee THB 40,000/person/attendance THB 40,000/person/attendance
Other Sub-Committees None None

*In 2020, If the Board of Directors’ Meeting is exceeded 6 times, THB 43,333.33/person/attendance for the Board of Directors’
the Company will pay the independent directors for Meeting no. 7th – 11th.

Individual Directors Remuneration

MEETING EXTRA MEETING

TOTAL
NO. NAME ALLOWANCE ALLOWANCE
(THB THOUSAND)
(THB THOUSAND) (THB THOUSAND)

1 Mr. Kevin Qumar Sharma 320.00 - 320.00

2 Mr. Theerawit Busayapoka 260.00 - 260.00
3 Mr. Anil Kumar Kohli 260.00 - 260.00
4 Mrs. Aradhana Lohia Sharma 260.00 - 260.00
5 Mr. Yashovardhan Lohia 260.00 - 260.00
6 Mr. Virasak Sutanthavibul 520.00 43.33 563.33
7 Mr. Kittiphat Suthisamphat 520.00 43.33 563.33
8 Mr. Gran Chayavichitsilp 520.00 43.33 563.33

Total 2,920.00 129.99 3,049.99

Directors’ Remuneration in 2019 - 2020

2019 2020
Number of Directors (Person) 8 8
Remuneration (THB Thousand) 2,896.99 3,049.99

Non-Monetary Remuneration
None

ANNUAL REPORT 2020 65

Executives’ Remuneration
The Nomination and Remuneration Committee considers and Officer on both short-term and long-term bases and proposes
determines the amount and form of the remuneration of the the same to the Board of Directors for consideration and approval,
Chairman of the Executive Committee and the Chief Executive taking into account key performance indicators (KPI).

POSITION KEY PERFORMANCE

- CEO Evaluation result

- Shareholders’ wealth
Chairman / Chief Executive Officer - Corporate Governance
- Financial Performance e.g. EBITDA, EPS, Earning Growth
- Project Development

- Duties, Responsibilities and Result of the Annual Performance

Executive Management - Financial Performance e.g. EBITDA, EPS, Earning Growth
- Customer Satisfaction

2019 2020

Number of Executives (Person) 12 15

Remuneration (THB Million) 30.36 29.69

66 THAI PLASPAC PLC.

CORPORATE
GOVERNANCE

ANNUAL REPORT 2020 67

CORPORATE GOVERNANCE

The Board of Directors and the management of Thai Plaspac In pursuit of its commitment and for a better understanding
Public Company Limited is firmly committed to implementing and more effective implementation, all of corporate governance
and practicing the good corporate governance across all its global related policies and codes of conducts were reviewed, combined
operations in pursuit of its long-term sustainable business success. and restructured into one document, the Corporate Governance
The Company will continue to cover Corporate Governance Code Manual which was approved by the Board of Directors. To provide
for listed Companies 2017 and recommendations of the Securities all directors, employees, and stakeholders of the Company a clearer
Exchange Commission (“SEC”), Stock Exchange of Thailand focus of how the Company values are being implemented and
(“SET”), Institute of Directors, Thailand (IOD) and other. how corporate governance is being realized in the Company.
The Company will ensure that all employees of TPAC are aware
of the Governance principles and practices that TPAC promotes.

The Highlight Practice of Corporate Governance in 2020

The Company has adopted and consistently complied with the principles of good corporate governance as recommended by
the SET as explained in the various sections below. However, the following may be noted.

1 2
The election of the Chairman of the Board who is a non-executive The Board of Directors composition, currently the Board does not
director and the major shareholder. The Company will choose have any independent female directors. The Board of TPAC has
the new Chairman of the Board in 2021 follow the term office declared it does not have any gender bias and shall appoint a
of the existing Chairman. qualified female Independent Director as and when the opportunity
arises.

3 4
The Company has disclosed the whistleblower policy, procedure The Company has opted not to use “Cumulative Voting” for
and the responsible person in this annual report. the election of Company directors.

The Company continuity received the Corporate Governance assessment in 2020 as following.

1 2
A score of 98 percent for the 2020 Annual General Meeting of A “Very good - 4 Star” CG Score in the practice of Corporate
Shareholders, judged by the Thai Investors Association. Governance of Thai Listed Companies which carried out by
Thai Institute of Directors (IOD) in conjunction with the Stock
Exchange and Security Exchange Commission of Thailand.
A very good CG scoring is awarded to firms with a score of
80 – 90 percent. TPAC achieved 87 percent. This is the three
consecutive years that TPAC received the “4 star” rating.

68 THAI PLASPAC PLC.

RIGHTS OF SHAREHOLDERS
The Company places emphasis on the rights of shareholders specified by laws, such as the appointment or removal of
as the owners of the Company. All shareholders, whether retailed directors, the determination of directors’ remuneration,
investors or institutional investors, are encouraged to exercise the appointment of auditor and the determination of audit fee,
their fundamental rights, e.g., trading or transferring of shares, the dividend payment or suspension of dividend payment,
sharing of profits, receiving adequate information, whether via and the capital increase and the issuance of new securities,
the Company’s website, the SET’s website or through other including making enquiries or comments on matters that
channels, attending shareholders’ meetings to acknowledge the Board of Directors presents to or requests for approval at
the Company’s annual performance, and casting votes at the shareholders’ meetings.
the shareholders’ meetings to approve significant matters as

Shareholders’ Meeting
The Company must hold an annual general meeting of the vote count. In the case where an agenda item of the meeting
shareholders within 120 days from the end of the Company’s concerns a transaction that is complicated and significant to
fiscal year. Other shareholders’ meetings, i.e., extraordinary general the decision making of the shareholders’ meetings, the Company
meetings of shareholders, are to be called when it is deemed will also arrange for a financial advisor as well as a legal advisor
necessary and appropriate. The Company has set up a Company to provide answers and explanations at the meeting. As for
Secretary Office to ensure that the shareholders’ meetings are the annual general meeting of shareholders where financial
held as required by law and in accordance with the principles statements will be considered for approval, the Company will
of good corporate governance. In the shareholders’ meetings, arrange for its auditor to be present at such meeting every time.
the Company will arrange for a legal advisor to attend the In addition, the Company encourages all directors, members of
meeting to provide legal advice and witness the vote count the sub-committees, senior executives and company secretary
throughout the meeting and give the minority shareholders to attend every shareholders’ meeting, except in case of
an opportunity to nominate a representative to witness necessity or emergency.

Invitation and Facilities for Shareholders

To protect rights of all shareholders equally and do not restrict Moreover, the Company will arrange the shareholders’ meeting
rights to access to shareholders’ information and, either Thai at the appropriate venue that can accommodate all shareholders,
shareholders or foreign shareholders, the Company prepares having a good security system and being conveniently accessible
and provides the invitation to shareholders’ meeting and for shareholders. The Company uses the barcode system for
supporting documents, both Thai and English version, and the registration and vote count to enhance transparency and
engages Thailand Securities Depository Co., Ltd., its securities provide convenience to the shareholders. The registration opens
registrar, to undertake the delivery of the invitation thereof to at least an hour prior to the meeting.
all shareholders. The invitation will provide adequate information
regarding the place, date and time of the meeting, meeting In addition, the Company arranges for its officers to welcome
agenda, objectives and rationale of each agenda item together and provide convenience and also sets up an Investor Relations
with the opinion of the Board of Directors, number of votes desk where investor relations officers who have the knowledge
required for each agenda item, and other supporting documents. and expertise in giving information will answer shareholders’
This is to allow the shareholders to have sufficient time to study questions in relation to the Company’s businesses. The Company
the documents beforehand. There will be no hidden agenda also provides stamp duties for attendees by proxy. To provide
items or addition of other agenda items that are not stated in convenience to the shareholders who are institutional investors
the invitation, except for urgent matters. Besides, the Company and the shareholders who hold shares through custodians,
will also public the invitation together with the supporting the Company gives an opportunity to such shareholders to verify
documents on the Company’s website and allows the their names, information, and supporting documents before
shareholders to submit their inquiries at least 30 days in advance, the meeting date to reduce the time and procedures for verifying
and make an announcement of the same in the newspaper for information and documents on the meeting date.
3 consecutive days, at least 7 days prior to the meeting date.

ANNUAL REPORT 2020 69

Procedure of the Shareholders’ Meeting
The Company has adopted the following procedures as as director of the Company for another term will leave
its practices of good corporate governance. Prior to the the meeting room temporarily during the consideration of such
commencement of the shareholders’ meeting, the secretary agenda item.
to the meeting will introduce to the shareholder’s meeting
the members of the Board of Directors, the executives, and The Company arranges for minutes of meetings to be recorded
the Company’s auditor and legal advisor, who are present. correctly and completely so that the shareholders can inspect
The secretary to the meeting will also inform the shareholders’ the same. Resolutions of the meeting are to be clearly recorded
meeting about the voting procedures and the vote count with details of the quorum; the list of present directors,
method in the meeting. After providing information in each executives, and advisors; the vote count method; the witness(es)
agenda item, the chairman of the meeting will grant equal to the vote count; the voting results, i.e., approvals, disapprovals,
opportunities to all attendees to make their comments or and abstentions. Furthermore, comments, suggestions, questions,
enquiries relevant to the agenda item. The enquiries will be and answers which are significant and relevant to each agenda
answered, and adequate time will be given for discussion as item will be recorded in the minutes. The Company will report
appropriate. As for the agenda item on the appointment of a summary on significant meeting resolutions through the SET’s
directors, the shareholders will cast their votes to appoint each website within the meeting date or no later than 9.00 a.m. of
director individually. In addition, in order to promote compliance the following business day. The minutes of the shareholders’
with the principles of good corporate governance, a director meeting will be submitted to the SET within 14 days from
who is due to retire by rotation and is nominated for election the meeting date and publicized on the Company’s website.

2020 Annual General Meeting of Shareholders

Date April 21st, 2020

Venue Seminar Room, Thai Plaspac Public Company Limited.

Commencement Registration 2.00 p.m.

Meeting Time 3.00 p.m. – 4.40 p.m.

Directors attending the Meeting 8 persons (100 % of directors attended)

Number of shareholders attending the 58 shareholders collectively holding 88.42% of the total
meeting in person and by proxy issued shares

EQUITABLE TREATMENT OF SHAREHOLDERS

Proposing Agenda Items and Nominating Director Candidates:

The Company provides the shareholders an opportunity to candidates to be elected as directors at the annual general
exercise their rights to propose agenda items and/or nominate meeting of shareholders in accordance with the criteria
candidates to be elected as directors in advance in order to publicized on the Company’s website. The Company will make
promote equitable treatment of shareholders. The shareholders an announcement of the same through the SET’s website.
are entitled to propose agenda items and/or nominate

Appointment of Proxies
To protect the rights of the shareholders who cannot attend The Company will provide in the invitation at least the name
the shareholders’ meeting in person, the Company encloses a of one independent director whom a shareholder can appoint
proxy form (Form B) to the invitation together with the list of as his/her proxy. In addition, the Company will also publish
documents and evidence required for the appointment of a the invitation and the proxy forms (Form A, Form B and Form C)
proxy. The shareholders may appoint his/her representative together with the details and procedures for the appointment
or the independent director of the Company as his/her proxy of proxy on the Company’s website.
to attend the meeting and cast votes on his/her behalf.

70 THAI PLASPAC PLC.

Control on the use of the inside information
The Company prohibits the directors, executives and employees, inside information to outsiders or non-relevant persons before
as well as other relevant persons who are in charge of or have disclosing the same through the SET pursuant to the criteria
access to inside information, from using inside information for and procedures specified in the policy on the protection of
the benefit of trading the securities of the Company, subsidiaries, inside information.
and associated companies, and also forbid the disclosure of

ROLE OF THE STAKEHOLDERS

The Company is aware and recognizes the rights of all groups the Company. Therefore, in addition to the below policy,
of stakeholders, internal and external. Mainly Internal stakeholders the Company has also announced the Whistleblower Policy
are shareholders and employees while external stakeholders to provide channels for all stakeholders to file complaints or
include customers, suppliers, creditors, competitors, public sectors, report any suspicious incidents of misconduct or corruption.
public offices and communities. The company has received Provided that there is the Policy includes complaint procedure
supports from various stakeholders to strengthen its competitive and protection of the whistleblower as the followings:
advantages and profitability, generating long-term value of

Shareholders
The Company realizes that shareholders are the Company’s owners while the Company has a duty to build long-term economic
value added for the shareholders. So, its directors, management and employees are obliged to follow the below guidelines.

1 2
Perform his/her duties with integrity and make every decision Present reports of the Company’s operating result, financial
in according to the professional principles with careful, realize status, financial and accounting statements and others
and fair consideration of all groups of shareholders, major and consistently, completely and accurately.
minor and for the best interests of the Shareholders as a whole.

3 4
Notify all shareholders equally the information about future It is prohibited for all employees to use or disclose any
trends of the Company, both negative and positive, based on non-public information for benefits of their own or other related
possibilities, sufficient data and adequate rationale. persons, or for any course of actions which may pose a conflict
of interest with the Company.

5 6
The Company shall not take any actions which violate or deprive The Company shall encourage shareholders to use their rights
the shareholder rights, i.e. failure to submit material information in matters such as the right to nominate candidate for director
or documents to the shareholders prior to the shareholders’ position, the right to express their opinions and ask crucial
meeting, adding important agenda or changing material questions relating to the meeting agenda.
information without advanced notifications to shareholders
before the shareholders’ meeting.

ANNUAL REPORT 2020 71

Employees
The Company believes that, to achieve our business goals, business in the future, the Company has set a policy to promote
employees is one of the most valuable resource and they deserve and support the development of all employees. All employees
favorable treatments. Therefore, the Company shall treat its shall be treated equally with respect for human rights, good
employees fairly and equally in all aspects, career opportunities, and safe working environment, proper and fair compensation
compensation, promotion, transfer as well as versatile training and benefits in accordance with their responsibilities, duties
and development plan. To be able to grow and expand its and position.

Customers
The Company is well-aware of the importance of its customers and has set the following policy regarding customer treatments.

1 2
Customer shall be treated with courtesy and enthusiasm. Maintain customer confidentiality and never misuse it for
Employee should be ready to welcome customers and to personal or other related person’s interests.
provide sincere, attentive service with care. Like serving
the close relatives, customer service must be prompt, accurate
and trustworthy.

3 4
Provide accurate, adequate and timely information relating to Give advice about the Company’s services and related processes
the Company’s services to all customers, without exaggerated efficiently with the intention to maximize customer benefit.
advertisement which may mislead customers about the quality
or any service conditions.

Business Partners and Creditors

The Company is committed to treating its business partners and must comply with the law, morality and ethics, customs and
and/or creditors fairly, honestly without taking any advantages traditions. Purchasing of goods and related process must be
of the relationship. The Company and its subsidiaries believe transparent and auditable. Any situations that pose a conflict
in conducting business with integrity, transparency and fairness of interest should be avoided and any tradenegotiations
in order to achieve maximum pay-off for both sides. The business should be based on business relationship. Following are related
partners must not bring discredit to the Company’s reputation guidelines.

1 2
Do not demand, or receive, or offer any payment or benefit of If there is any information of bribery, demanding or receiving
any dishonest dealing with business partners and/or creditors. or offering benefit of dishonest dealing, such information must
be disclosed to the related business partners and/or creditors
for investigation and resolution in a fair and timely manner.

3
All terms and conditions of the agreement shall be strictly
followed. If any conditions cannot be complied, responsible
person must inform the creditors in advance in order to jointly
find solutions.

The process of selecting suppliers: The Company’s policy requires at least 3 companies to join the bidding process. The Company
will select supplier who offer reasonable prices and meet the specifications of the product or service that the Company’s
requirements.

72 THAI PLASPAC PLC.

Banks, Financial Institutions, Creditors
The Company is committed to treating the bank. financial the Company shall not be in any difficulties in repayment to
institution, its creditor and guarantor with honesty; and to the bank, financial institution, its creditors and guarantor. The
repayment of loans and interest on time. The Company set Company shall also strictly comply with all terms & conditions
strategies of working capital management to ensure that specified in the loan agreements and the other agreements.

Competitors
The Company has a policy to treat all competitors with integrity, not breaching confidentiality or revealing trade secrets of
competitors obtained in an illegal or deceptive way. Following are guidelines of the policy.

1 Abide by the rules of ethical competition

2 Do not seek for confidential information or trade secrets of competitors by using illegal or inappropriate methods.

3 Do not discredit competitors by any negative accusation

4 The Company supports and promotes free and fair competition.

Community and Societies

The Company’s policy is to conduct business that benefits The Company commits to developing, promoting and leveraging
the economy and society by adhering to practices of a good the quality of life in the society and the communities in which
citizen who fully complies with laws and regulations. the company is located, along with the growth of the company.

ANTI-CORRUPTION POLICY AND RELATED PRACTICE

1 Anti-Corruption Policy and Related Practice

The Company shall not tolerate any forms of corruption and shall Limited including subsidiaries must strictly comply with the defined
be applicable to all businesses and transactions in every country Anti-Corruption Policy and are prohibited from being involved
worldwide and every relevant function. The Board of Directors, with any forms of corruption either directly or indirectly.
the Management and employees of Thai Plaspac Public Company

1.1 1.2

No staff shall behave in a way which demonstrates clear intention No staff shall be negligent or ignorant toward any act of corruption
of committing an act of corruption, offering or accepting bribery involved directly with the Company and must notify their supervisors
from government or private sectors or relevant stakeholders in or responsible person and provide full cooperation during
order to acquire or maintain the business or competitive advantages investigation.
or for personal interests or interests of any related parties.

1.3 1.4

The Company shall ensure fairness and protection of all staffs that Any act of corruption shall be considered as equivalent to misconduct
deny or report corruption cases to Company as specified in against the Company’s Code of Conduct and shall be liable to
the Protection Policy for appellants or whistleblowers. disciplinary actions as per the Company’s rules and regulation.
Legal punishment may also be enforced if such act is a legal violation.

ANNUAL REPORT 2020 73

1.5 1.6

The Company recognizes the importance of communicating and The Company constantly ensures that appropriate and efficient
building knowledge and understanding among those involved in audit procedure and internal control system existed within
or affected by the Company’s business operations regarding the organization in order to prevent corruptions.
compliance with the defined Anti-Corruption Policy

1.7
The Company has developed human resource management system
which clearly demonstrates its commitment in fighting against
corruptions starting from recruitment, training, performance
evaluation to remuneration and promotion processes.

1.8

To stress the attention on processes which incur high risk of

corruption, the Board of Directors, the Management and employees
of every level must conform carefully in the following course of
actions:

1.8.1 Political Contributions

Political contributions mean to give support in a form of money, on behalf of the Company in order to acquire business advantages.
items and/or participate in certain activities, including The following guideline of practice has therefore been developed:
encouraging the employees to be involved in political activities

1) The Company shall operate its business with political 2) The Company shall not provide financial support or items
neutrality by avoid supporting or acting in favor of any to any political parties, politicians or candidates of any
political party in particular. political party to gain business benefits.

3) All employees shall have the right to participate in political of their political activities. Employees involved in any political
activities as stated in the Constitution of Thailand but shall activities must make sure that their actions will not mislead
not make any claims of being the Company’s staff or use others to think that the Company is assisting or acting in favor
the Company’s assets, equipment or tools for the benefits of any political parties.

1.8.2 Donation and Sponsorships

1) Donation in a form financial aid or others such as knowledge and building good organizational image without expecting
or time sharing, etc. can be carried out by the Company as any business benefits.
part of corporate social activity, including public relations

2) Sponsorship either in a form of money or property for any to the Company’s regulation and must not have a hidden
activity or project must be transparent and in compliance purpose of commercial advantages by confirming that such
with stipulated laws and must only identify the name of transaction shall not be claimed as bribery.
the Company. All sponsorships must be approved according

All sponsorships must be given to support only those activities activities, social and environmental activities or education and
with business goals or for the Company’s good image and sports activities.
can be done in various forms such as sponsorship for cultural

74 THAI PLASPAC PLC.

1.8.3 Gift and Entertainment

The Company recognizes that building good relationship with business alliance is essential to driving continuous business
success for the Company. Hence, following guideline of practice has been developed:

1) The directors, executives and employees of the Company are allowed to offer gifts and entertainment to business alliance
under the following conditions:
Such act must not be done in a manner which aims to influence or reward any persons in order to gain inappropriate or
hidden benefits or assistance.

Must abide by relevant laws, including regulations and requirements specified by the Company.

Must be given in the name of the Company only and transparently.

Must be of appropriate type and value. For instance, no gifts or entertainment should be given to government officials,
employees or relevant agencies during bidding process.

Appropriate for the situation. For instance, gifts can be given during special holiday season as it is customary.

2) The Board of Directors, the Management and employees such gift or benefit, the receiver must immediately notify their
of the Company are allowed to accept gifts or any other supervisor and prepare a gift acceptance and handover report
benefits given as part of special holiday season or traditional to be submitted to the Company’s Administrative and Secretary
practice as longs as the value of the gift does not exceed Office in order to be used in rewarding the employees on
3,000 Baht and must not be in cash or cash equivalents special holiday seasons or making public donation as deemed
such as gift voucher. In the event it is unavoidable to accept appropriate.

2 Measures and Communication Channels for Whistleblowing/Complaints

The Company has determined measures for whistleblowing or provided so that the employees and stakeholders can conveniently
raising complaints concerning any misconduct done by any director, and appropriately report incidents or raise complaints with
executive or employee within the organization that is in violation the Company. The whistleblower or complainant must notify
of the laws, Code of Business Ethics or any behavior that may lead the details of the incident or complaint including their contact
to corruptions. Various channels of communication have been address and phone number through the provided channel.

2.1 The Company has arranged several communication channels for whistleblowing/complaints concerning corruption as follow:

Postal mail Email:

Secretary Center Secretary Center : [email protected]

Thai Plaspac Public Company Limited Compliance : [email protected]
4th, floor Thai Plaspac Public Company Limited,
No.77 Soi Thian Thaley 30, Bang Khun Thian-Chay Thaley Road,
Tha Kham, Bang Khun Thian, Bangkok, 10150.

Company’s website : www.tpacpackaging.com

Suggestion/comments/complaints box available within the Company.

ANNUAL REPORT 2020 75

DISCLOSURE AND TRANSPARENCY
The Company always discloses to all shareholders and international good corporate governance standard, through
stakeholders the information that is accurate, complete, various information disclosure channels to demonstrate
in a timely manner, both in Thai and English languages, and the Company’s transparency in doing business.
correspond to relevant laws and regulations, as well as the

Information Disclosure
The Company has a duty to disclose financial and non-financial updating information on the website to ensure that it is complete.
information to all shareholders and stakeholders accurately, The information disclosure will be prepared with due care,
completely, accountably, and timely to ensure that the shareholders accuracy, and transparency and conveyed in simple and concise
and stakeholders receive the information equally, including language.
developing the Company’s website and regularly and promptly

Investor Relation
The duty of the investor relation department is to communicate with the related department and the disclosure of the Company’s
information and performance.

BOARD RESPONSIBILITIES
The duties of the Board of Directors are included the determination management, and competent personnel. The Board of Directors
of the Company’s policy, vision, mission, values, strategy, and has the necessary leadership, vision, and independence to make
goals. In addition, the Board of Directors also supervises and decisions and has the duties and responsibilities to oversee
assesses the management and operation with the objective the business in the best interest of the shareholders.
to increase the shareholder value in the long run. In this regard,
the Board of Directors must ensure that its duties are carried The duties of the Board of Directors and the Management are
out in compliance with the laws, objectives, and the Company’s clearly separated.
Articles of Association. Moreover, the Board of Directors must
be mindful of corporate governance, conflicts of interest, code In 2020, the Board of Directors’ Meeting reviewed the Company’s
of conduct, and business ethics. vision, mission, values, and the long-term goals of the Company.
In regards, the Board of Directors place the importance to
The Board of Directors is determined and committed to build monitor the implementation of such strategy and business
the Company and its subsidiaries as a leading organization plan of Company by taking into consideration and the best
that is perceived at the international level as one of the most interest of the Company and shareholders.
successful companies in Thailand with business variety, resilient

Composition of the Board of Directors and the Sub-committees

The Board of Directors consist of 3 independent directors and The Audit Committee shall entirely consist of independent
2 of non-executive directors and 2 executives directors and directors and shall not be less than 3 members whereas at
the Chairman of the Board of Directors who is the chief executive least one member must be knowledgeable and experienced
director. In addition, the sub-committees have been appointed in reviewing the accountability of the financial statements.
by the Board of Directors i.e. the Audit Committees, the The Nomination and Remuneration Committee shall consist
Nomination and Remuneration Committees, Risk Management of at least 3 members but shall not exceed 5 members where
Committees, and the Corporate Governance Committees. the majority of the members shall be independent directors.

76 THAI PLASPAC PLC.

Meeting of the Board of Directors and the sub-committees
The Board of Directors will hold more than 6 meetings in each the meeting materials to the directors in advance at least 5
fiscal year pursuant to the annual meeting schedule set in business days prior to the meeting to allow the directors to
advance. The Company promotes and encourages each director have sufficient time to study the information beforehand.
to attend the Board of Directors’ meeting at least 75% of As regards the sub-committees, the Audit Committees will hold
the total number of meetings in each fiscal year, except in a meeting on the quarterly basis and the other sub-committees
case of necessity and emergency. The Company will provide will hold at least two meetings in each fiscal year.

Development of Directors’
The Company encourages the directors to develop their the business of the Company, the roles and duties of directors,
personal skills and knowledge regularly and adequately. and other significant developments, including encouraging
The Nomination and Remuneration Committee has developed the directors to enroll in various training programs or seminars
the director development plan in order to enhance the knowledge organized by the Thai Institute of Directors Association (IOD).
of the existing directors and new directors to understand

Orientation of the new directors

The Company organizes new director orientations pursuant have knowledge and understanding of the Company’s historical
to the director development plan developed by the Nomination background, business organization, policies, related law and
and the Remuneration Committee so that the new directors regulation, and the role and responsibilities of the directors

Assessment of the performance of the Board of Directors and sub-committees

The Board of directors conducts an assessment of its annual In addition, the individual assessment criteria which cover
performance through both group evaluation and individual 3 assessment subjects i.e.,
evaluation. The purpose is to consider and review the performance
Structure and Characteristics of the Board of Directors
outcome, problem and obstacles of business operation in the
Roles, Duties and Responsibilities of the Board of Directors
past year to improve the work efficiency. The group assessment
The Board of Directors’ Meetings
criteria which cover 6 assessment subjects, i.e.,
After each director completed the self-assessment form,
Structure and Characteristics of the Board of Directors
the secretary team would calculate the scores and provide
Roles, Duties and Responsibilities of the Board of Directors
the summary of the scores both group and individual assessment
The Board of Directors’ Meetings
to the Board of Directors’ Meeting in order for them to consider
Performance of Board of Directors’ Duties
and find a solution to improve unsatisfactory scores and use it
Relationship with the Management
as a guideline for their performance in the next year. The summary
Personal Development of Directors and Executives
of the score for 2020 is followed

GROUP INDIVIDUAL

Board of Directors 96.37% 97.73%

Audit Committees 97.36% 97.36%

Nomination and Remuneration Committees 97.36% 97.70%

Risk Management Committees 94.86% 87.50%

Corporate Governance Committees 98.48% 97.70%

*(90 - 100% means excellent, 76 - 89% means very good, 66 - 75% means good, 50 - 65%
means fair, below 50% means improved needed)

ANNUAL REPORT 2020 77

Assessment of the Chief Executive Officer
The Board of directors evaluate the annual performance of After each director completed the assessment form, the secretary
the chief executive officer with 10 assessment subjects i.e., team would provide the summary of the score to the Nomination
and Remuneration committees to consider the remuneration
Leadership
and find a solution to improve unsatisfactory scores and use it
Strategy formulation
as a guideline for their performance in the next year. The summary
Strategy execution
of the score for 2020 is followed:
Financial planning/performance
Relationship with board
External relation
Human resource management and relation
Succession
Product/service knowledge
Personal qualities.

EVALUATION SCORE

Section 1: Status of Achievements

List the firm’s key goals and extent to which each have been achieved.

1. Grow by expanding business organically Very Good

2. Grow by expanding business inorganically Excellent

Section 2: Performance measures 96.9%

Corporate Governance of operations of subsidiaries and associates

The company has a policy to send highly experienced subsidiaries. The appointed representatives must manage and
representatives to be a director in a subsidiary. The operate the business of the subsidiary according to the laws
representatives may be the chairman of the board, Chief and regulations as specified in the company’s regulations and
Executive Officer, Managing Director, Director, Senior the laws of related subsidiaries and follow the policy guidelines
Management or any person which is qualified in such business and suggestions of Thai Plaspac Public Company Limited.
without any conflict of interest with the business of those

Auditors’ Fee
Audit Fee

AUDIT FEE (THB)

AUDIT FIRM
2018 2019 2020

EY Officer Limited 2,200,000 2,790,000 2,790,000

* The company does not have any person or business related to the auditor or the audit office. Both directly and indirectly

Non-audit Fee
During the year 2020, the company paid the travelling fee to the auditor for THB 161,247.63

78 THAI PLASPAC PLC.

CSR AND
SUSTAINABILITY

ANNUAL REPORT 2020 79

SOCIAL RESPONSIBILITY AND SUSTAINABILITY

SOCIAL RESPONSIBILITY

Fair business operation

The Company operates its business within the regulatory framework and practices business ethics for benefit of all its stakeholders.
We follow the following principles for the benefit of our stakeholders;

1 2 3
Fair competition: Respect the rights of stakeholders: Promote social responsibility
The Company operates its business We operate our business efficiently to our business partners:
efficiently to compete with its utilizing our physical assets and our We conduct and promote conduct
peers in the business and to human resources. We do not take any of business with fairness to our
provide quality product, service action or encourage infringement business partners. The Company
and value to its customers. of intellectual property rights. has a policy to conduct business
with stakeholders are fair in their
business practices, follow the
regulatory environment, do not use
child labor in the business and
promote prevention of drugs
for a better society.

Anti-Corruption

The Company follows a clear policy and practice of transparency The Company has an audit committee, internal auditor and
and accuracy to conduct its business. Further, ensures external auditor to review compliance and conduct of business
compliance with laws and regulations including the securities with fairness. The Company has policy to;
law of the Securities and Exchange Commission Thailand (SEC).

1 Create awareness and provide training to employees for conduct of business with fairness and integrity.

2 A system of checks and balances with appropriate authority to prevent fraud and corrupt practices.

Directors and employees are prohibited to engage in interested party transactions or persuade others to engage in
3 interested party transactions which maybe for their own benefits and may cause loss or damage to the Company.

The employees are required to conduct business with transparency and to promote a healthy working environment
4 in the organization.

80 THAI PLASPAC PLC.

Human Rights

The Company’s policy and practice is to respect human rights. The directors, management and employees are required to conduct
business with respect for human rights;

Respect human dignity, to select and employ individuals through a proper channel of recruitment to work in
1 the company. In the selection process should not have any limitation of gender and age.

To support and respect the protection of human rights, to conduct business with stakeholders who are not violating
2 human rights. Violating of human rights includes using child labor and forced labor to operate their business.
The Company monitors the policy and practice of stakeholders in relation to respect of human rights.

3 To encourage employees to use their constitutional right to vote.

4 To inform clearly to stakeholders our policy to respect human rights.

Fair Treatment of Labor

The Company’s policy and practice is to treat workers fairly. of the company. The Company follows and practices the labor
This is one of the five principles of human resource policy (5 M) policy of Thailand;

1 2
Employment and labor relations, employment without restriction Safety and health of employees, the Company to focus on
of age and gender. Employees to be employed on fair terms in safety and a healthy work environment for its employees.
contract and in compliance with Bureau of Labor Standards, The Occupational Health and Safety Committee monitors and
Ministry of Labor, Thailand. The Company is responsible for supervises the safety and health of all employees. The Company
the welfare and well-being of its employees. provides for annual physical examination of all employees.

3
Treat all employees equally, the manual for ethics approved
by the Department of Labor requires all employees to be treated
equally whether of any gender, race and education qualification.

The Company had paid for the employees’ remuneration for 2020 as followed

NUMBER OF EMPLOYEES SALARY AND BONUS PROVIDENT FUND

DEPARTMENT
AS OF DECEMBER (THB THOUSAND) (THB THOUSAND)

Production 799 201,154 3,287

Finance admin and logistic 193 103,390 2,319
Marketing 7 6,796 70
Total 999 311,340 5,676

ANNUAL REPORT 2020 81

Stakeholder Responsibility

The company has adopted the five principles of good corporate governance;

Right of shareholders

Treat shareholders equally

Role of stakeholders

Disclosure and transparency

Responsibilities of the Board

Caring for the environment

The company is aware of the preservation of environment and reduction efforts also result in cost optimization. We follow
and utilization of resources efficiently and cost-effectively. the best practices for environment conservation and protection
The Company makes all efforts to conserve energy, conserve and adherence with requirements of Pollution Control
water, reduce pollutants and reduce wastage. The conservation Department, Thailand and the Ministry of Industry, Thailand.

Community or social development project

Employees’ children scholarship program

The company has a scholarship program for the employees’ reduce their costs of living. For the year 2020, the company
children to support the education and help the employees to offers scholarships as follows.

Primary School 3,000 baht 40 Scholarships

Secondary School 4,000 baht 17 Scholarships

High School/Vocational education 5,000 baht 20 Scholarships

Bachelor’s Degree 10,000 baht 6 Scholarships

82 THAI PLASPAC PLC.

CSR Charity to Promote Family Bonding 2020
Thai Plaspac Public Company Limited went to Child Protection for the scholarship in the amount of THB 20,000. Furthermore,
Foundation of Samut Songkram which located at Suan Luang, the Company had donated the consumer product and the sport
Amphawa District Samut Songkram 75110. We had donated equipment to the foundation on December 12th, 2020

Training

COURSE TYPES HOURS

New Staffs’ Orientation 30

Related Quality control system 138

Improve the skill and working efficiency (External institution) 66

Improve the skill and working efficiency (Internal) 72

Total 306

ANNUAL REPORT 2020 83

Accident statistics in 2020
In 2020, the Company has collected the accident statistics as summarized below.

2018 2019 2020

1. Injury Frequency Rate 2.94 0.60 3.87

2. Injury Severity Rate 33.83 0.90 69.21

3. Average Severity Index 11.50 1.50 22.90

4. Disabling Injury Index 0.10 - 0.21

5. Cost Factor 108,513 8,788 132,860

6. Lost Factor 3.85 0.45 6.92

7. Number of Accident 11.00 2.00 9.00

8. Working day lost 110.00 3.00 229.00

84 THAI PLASPAC PLC.

RISK FACTORS

ANNUAL REPORT 2020 85

RISK FACTORS

Thai Plaspac’s management have identified the risks which are an executive Risk Management Committee has been set up.
perceived to have the highest probability and corresponding The identified risks are as follows:
impact. To mitigate the probability and impact of these risks,

1. Raw material price risk

Polyolefins (or plastic polymers) are the main raw materials required to shut down for the period resulting the short-term
for our production and form a significant part of our cost of supply disruption, and the movement of the polyolefins is
goods sold. The main factor which affected the polyolefins price correlated with the movement of oil price which fluctuated
consist of the demand and supply of the polyolefins in each with the market mechanism.
period e.g. there may be instances where producing plants are

Risk mitigation

The strategy to mitigate the risk from the change of the raw
material price, supplier management, and the fluctuation of
the raw material price.

1 2
The Company has negotiated with the customers to allow the The Company mitigates the risk by purchasing the Polyolefins
Company to adjust the price to be in line with the price follow the customer requirement from multiple domestic
movement of Polyolefins in each period to mitigate the risk of suppliers which can diversify the risk of supply disruptions.
the material price which allow the Company to manage the
cost with the fair pricing which is the one of the sustainability.

2. Business Operation Risk

Operational risk is the prospect of loss resulting from inadequate and systems in place and continuously improving procedures
or failed procedures, systems or policies. This includes Employee and systems through regular customer Audits and also Internal
errors and System failures. TPAC is in operation for 35 years audits to minimize employee errors and system failures.
and is also ISO 9000 Certified. It has built adequate procedures

3. Security of property risk

Property risk refers to risk events that specifically impact an destroying physical property, property risk events also have
organization’s facilities and other physical infrastructure. Risk the potential to create stoppages in business operations and
events such as fires, adverse weather conditions, fall into material financial losses.
the category of property risk. In addition to damaging and

Risk mitigation
TPAC has taken appropriate insurance under all risk insurance this we have taken appropriate coverage for goods in transit
cover to protect the property and business interruption (for & vehicle policy.
12 Months) resulting from damage to property. In addition to

86 THAI PLASPAC PLC.

4. Overstocking of inventory risk

TPAC has a large number of customers and product SKUs important processes to facilitate the on-time delivery to
numbering in the thousands and increasing. Inventory control, customers.
warehousing and logistics (supply chain management) are

Risk mitigation
For inventory management, management information systems
covering raw material procurement, planning & production,
and logistics are in place.

5. Foreign Exchange Risk

As a result of the global nature of our business, changes in foreign currencies in which operating costs are incurred and those in
currency rates could have an adverse impact on our business; which revenues are received. We sell products that are typically
financial condition, prospects and operational results. Currency priced by reference to prices in US dollars, while a portion of
fluctuations affect us because of mismatches between the operating costs are incurred in local currencies

Risk mitigation
TPAC primarily utilizes forward exchange contracts with
maturities of around 90 days to hedge the Company’s financial
performance.

6. Interest rate risk

The Company enters the Credit Facilities with the financial each region. Interest rate risk is the risk that future movements
Institution which refer to the floating interest rates are impacted in market interest rates will affect the results of the Company’s
by macro-economic conditions and the monetary policy of operation and its cash flow.

Risk mitigation
The Company forecasts the market interest rate trend and
manage the loan from the financial institution in the interest
rate fluctuation period to maximize the Company’s performance
and its cash flow.

7. Corruption risk

All organizations are exposed to corruption risks. These risks If corruption does occur, the short and long-term consequences
can exist at all levels of an organization, in relation to all for the organization include loss of reputation, loss of public
functions and activities, and can involve internal or external confidence, direct financial loss, and adverse effects on other
stakeholder. staff and the morale of the organization in general.

ANNUAL REPORT 2020 87

8. Internal Control

Internal control is a continuous process and valuable for Company. The duties of staff, controllers and managers have
effective and efficient business operations at Thai Plaspac Public been established and segregated in order to ensure that proper
Company Limited. verification, monitoring and checks and balances are in place.

The Board of Directors has assigned the audit committee to The Company has an external internal auditor to verify
review the adequacy of the internal control systems to ensure the internal control process. The audit committee appointed
accurate and credible reporting from the accounting system Deloitte Touche Tohmatsu Jaiyos Advisory Company Limited
which is consistent and in compliance with the financial as internal auditor. The internal auditor assesses entity level and
reporting standards and in line with the rules and regulations function level control environment, risk assessment, control
of the Securities and Exchange Commission (SEC) and the Stock activities, information and communication and monitoring
Exchange of Thailand (SET). activities with an objective of effective operations, reporting
and compliance. The internal auditor reports to the audit
The Board of Directors and the Audit Committee are of committee on a quarterly basis.
the opinion that the internal control system is adequate and
suitable for its business operations. Written responsibilities,
authority manuals, and management controls have been adopted
to create transparency for utilization of the Company’s resources,
to prevent damages and to ensure smooth operations of the

9. Merger & Acquisition (Inorganic growth) risk

Thai Plaspac growth strategy involves pursuing mergers & debt to fund the purchase, an unexpected decrease in the
acquisitions (M&A). operational cash flows may result in financing covenants
being breached.
The process of M&A has inherent risks as the acquirer may not
be fully aware or misjudge the risks attached to a targets
business. Furthermore, as such acquisitions are likely to involve

Risk mitigation
In order to mitigate the risks attached to M&A, management Furthermore, acquisition target are typically businesses that
spends significant time and resources (both internal and are similar in nature to Thai Plaspac’s currently existing business
via the engagement of professional third parties such as i.e. plastic packaging solutions. Essentially, we look to acquire
environmental, legal & financial consultants) to carry out businesses where we already have decades of experience
comprehensive due diligence on potential acquisition targets in understanding the supporting technology and industry
typically for a period of many months prior to finalizing dynamics of the business.
transaction terms.

10. Customer perception in plastic risk

The trend of eco-friendly substitute for the plastic container this might be misunderstood to include recyclable plastic
is increasing. While good for raising environmental awareness, packaging which may affect the company performance.

Risk mitigation
TPAC works closely with the customer to research and
develop the product which are recyclable to be in line with
the eco-friendly trend.

88 THAI PLASPAC PLC.

CONNECTED
TRANSACTION

ANNUAL REPORT 2020 89

RELATED PARTY TRANSACTIONS

Related party transactions with persons who may have conflicts

Related party transactions are transactions arising from normal that is comparable and reasonable. In addition, the Company
business operations where the pricing will be the market price has charged the management fee from its subsidiaries which
or in accordance with the general trade conditions which can the charged structure has been studies with Deloitte Touche
be compared to the conditions given to third parties (Fair and Tohmatsu Limited to charge at the market rate. The related
at arm’s length) which may be the price charged by the customer transactions during January 1st, 2020 to December 31st, 2020
or the price offered with supplier (Suppliers) and is a condition can be summarized as follows:

AMOUNT (MILLION BAHT)

RELATED COMPANIES/RELATIONSHIPS TYPES OF TRANSACTION
2019 2020

Indorama Polymers Public Company Limited

Shareholder and director are related to the

Company’s shareholder and management Purchase Raw Materials/Products/ Services 7.10 0.81

Indorama Petrochem Company Limited

Shareholder and director are related to the

Company’s shareholder and management Purchase Raw Materials/Products/ Services 8.43 9.21

TPAC Packaging (Bangna) Company Limited

TPAC’s Subsidiary Sales Raw Materials/Products/ Services 7.48 4.13

Purchase Raw Materials/Products/ Services 13.89 16.35
Dividend income 28.40 -

Management fee income - 13.89

TPAC Packaging India Private Limited

TPAC’s Subsidiary Sales Raw Materials/Products/ Services - -

Purchase Raw Materials/Products/ Services 1.57 1.40

Management fee income - 8.89

Sun Packaging Systems (FZC)

TPAC’s Subsidiary Management fee income - 5.84

Related Person

Director, executive officer and related

persons with director and executive officer Dividend Payment - 1.20

Opinion of the Audit Committee on related transactions

The above connected transactions have been considered and By entering the transaction, the company has considered the
approved by the Audit Committee and reported to the Board benefits of the company as important without transferring
of Directors for acknowledgement which such transactions benefits between Thai Plaspac Public Company Limited and
are reasonable and is necessary for the business of the company. persons who may have conflicting interests.

90 THAI PLASPAC PLC.

Policies and procedures for approving related transactions
The above connected transactions have been considered and By entering the transaction, the company has considered
approved by the Audit Committee and reported to the Board the benefits of the company as important without transferring
of Directors for acknowledgement which such transactions benefits between Thai Plaspac Public Company Limited and
are reasonable and is necessary for the business of the company. persons who may have conflicting interests.

Opinion of the Audit Committee on related transactions

In the case of related transaction between Thai Plaspac Public Thai Plaspac Public Company Limited will arrange for an
Company Limited with persons who may have a conflict of independent expert to provide opinions on such related
interest or stakeholders. The Audit Committee will consider transactions to be used for decision making of the Audit
and comment on the need to enter the transaction. The terms Committee or shareholders. The directors who have conflicts
and conditions of the related transaction must be in accordance of interest will not attend the meeting and do not exercise
with the market price. If there is no market price The Audit their voting rights to approve the related transaction and will
Committee will consider using the appropriate price and disclose the related transactions in the annual report and
beneficial to the company. If the Audit Committee does not annual registration statement (Form 56-1).
have expertise in considering the related transactions that occur,

Policy on future related transactions

In the case of a new related transaction, each unit of the company the shareholder of the company or not. However, the company
must inform the details of the expected transaction, such as will comply with the Securities Act, regulations, notifications,
the value of the transaction, price, conditions and reasons orders and requirements of the Capital Market Supervisory
for having related transactions. By notifying the Secretary of Board, the SEC and the Stock Exchange of Thailand as well as
the Audit Committee in order to have a preliminary check in accordance with the regulations of Thai Plaspac Public
that the item is under conditions that must be approved by Company Limited that all related transactions must be reviewed
the management, Audit Committee, Board of Directors or by the Internal Audit Department.

ANNUAL REPORT 2020 91

REPORT OF AUDIT COMMITTEE

Dear, All stakeholders

Audit Committees of Thai Plaspac Public Company Limited 3 Reviewed the connected transactions or the transaction
(“TPAC”) consists of 3 independent directors, namely Mr. Virasak that may lead to conflict of interest between company and
Sutanthavibul as the Chairman of the Audit Committee, related person(s) or related company(ies) and to determine the
Mr. Kittiphat Suthisamphat as the Member of the Audit business transactions were accordance with the market practice.
Committee, and Mr. Gran Chayavichitsilp as the Member of The Company’s auditors have expressed opinions on such
the Audit Committee. The Audit Committee is appointed by transaction and disclose in the financial statements and notes
the Board of Directors. The Audit Committee is overseeing to the financial statement. The Audit Committee agreed with
the company’s compliance with the principle of the good the auditor on a disclosure.
corporate governance to ensure integrity and confident to
the investors, its shareholders and all the stakeholders. 4 Considered and appointed the Company’s auditor and
approved the auditor’s fee. The Audit Committee has proposed
In 2020, the Audit Committee conducted 6 meetings, by the Board of Directors to appoint EY Office Limited as the
which all the Meeting has been conducted follow the Audit Company’s Auditor for the fiscal year ended December 31st
Committees’ charter and reported the result of the Meeting based on any of following certified auditor: Miss Orawan
to the Board of Directors. The Audit Committee has performed Techawatanasirikul, Miss Rungnapa Lertsuwankul, Mr. Chayapol
the duties during the year 2020 as summarized below: Suppasedtanon, and Miss Pimjai Manitkajohnkit. The audit fee
should not exceed THB 2.79 million. Such appointment and audit
1 Reviewed the Company’s financial reports, including fee were approved by the Board of Directors and the Annual
quarterly and annual financial statement with regards to their General Meeting of Shareholders of the Company.
accuracy and adequacy of disclosure. The Audit Committee had Moreover, the Audit Committee has review the rule and
Meetings with Company’s Auditor and found no causes to regulation of the company to be in line with the Good
believe that such a financial report were not accurate as referred Corporate Governance practice.
by the Thai Financial Reporting Standard.
Moreover, in 2020, the Audit Committee expressed their opinion
to delay the submission of the first quarter financial statements
due to COVID-19.

2 Reviewed and ensured that the Company has an appropriate

and efficient internal control system and also management to
monitor Anti-Fraud and Corruption. The Audit Committee has
Meetings with the Internal Audit from the external firm and
discussed about the inappropriateness internal system which
was found.

NUMBER OF
NO. NAME POSITION
ATTENDANCES

Chairman of the Audit

1 Mr. Virasak Sutanthavibul 6/6
Committee
2 Mr. Kittiphat Suthisamphat Audit Committee 6/6

3 Mr. Gran Chayavichitsilp Audit Committee 6/6

Mr. Virasak Suthunthavibul

Chairman of the Audit Committee

92 THAI PLASPAC PLC.

REPORT OF NOMINATION AND REMUNERATION
COMMITTEE

Dear, All Stakeholders

Nomination and Remuneration Committee of Thai Plaspac 2 Provided the shareholders an opportunity to nominate
Public Company Limited consists of 5 directors, divided into candidate to be elected as directors of the Company for
three independent directors and two executive directors, namely the 2021 Annual General Meeting of Shareholders in order to
Mr. Gran Chayavichitsilp as the Chairman of the Nomination promote the practice of good corporate governance principles
and Remuneration Committee, and Mr. Virasak Sutanthavibul, on the rights of shareholders.
Mr. Kittiphat Suthisamphat, Mr. Kevin Qumar Sharma,
Mr. Theerawit Busayapoka as the members of the Nomination 3 Considered and determined the remuneration of the directors
and Remuneration Committee. The Board of Directors has by taking into the account the Company’s operating results,
appointed the Nomination and Remuneration Committee to and the responsibilities of the directors, as well as other details
support performance of the Board of Directors on the nomination and proposed the same to the Board of Directors and the Annual
of directors and senior executive, determination of the General Meeting of shareholders for consideration and approval.
remuneration of directors, the Chief Executive Officer, as well
as preparing the director development plan in order to provide 4 Considered and reviewed the qualification of directors and
the director the knowledge. All of which are to assure the Independent directors of the company in accordance with
shareholders that the persons who hold the directorship position the Stock Exchange Commission and Stock Exchange of
possess the qualifications in accordance with the laws, and have Thailand regulation.
the knowledge, capability, and efficiency to work for the utmost
benefit of the Company and the shareholders. 5 Considered and reviewed the Nomination and Remuneration
Committees’ Charter to be in accordance with the Corporate
In 2020, the Nomination and Remuneration Committees held Governance and proposed the same to the Board of Directors
a total of two meetings which were in line with the Nomination for consideration and approval.
and Remuneration Committees’ charter and the good
Corporate Governance principle, the resolution of the meeting 6 Evaluated the performance of the Nomination and
were regularly reported to the Board of Directors for their Remuneration Committee for the year and viewed that was
acknowledgement. In regards, the activities of the Nomination complete their duty as assigned and reported such evaluation
and Remuneration Committee in 2020 can be summarized as result to the Board of Directors.
follows.
7 Evaluated the performance of the Chief Executive Officer
1 Considered the qualification of the directors who would for the year, and determined the amount and form of
retire by rotation at the Annual General Meeting of shareholders remuneration, both short term and long term, of the Chief
by considering the qualification according to the laws and other Executive Officer by taking into the account the indicators
criteria of the Company, as well as knowledge, capability, as well as the performance evaluation result and key success,
experience, and skill would be beneficial to the Company’s and the CEO self-assessment form, which was completed by
operations, and nominated those persons to the Board of the directors, and proposed the same to the Board of Directors
Directors in order to propose the name to the Annual General for consideration and approval.
Meeting of Shareholders to consider and the re-election of such
persons as directors of the Company for another term of office. 8 Prepared this Nomination and Remuneration Committee
report and disclosed the same in the Annual Report 2020.

NUMBER OF
NO. NAME POSITION
ATTENDANCES

1 Mr. Gran Chayavichitsilp Chairman of the Nomination and Remuneration Committee 2/2
2 Mr. Kittiphat Suthisamphat Nomination and Remuneration Committee 2/2
3 Mr. Virasak Sutanthavibul Nomination and Remuneration Committee 2/2
4 Mr. Kevin Qumar Sharma Nomination and Remuneration Committee 2/2
5 Mr. Theerawit Busayapoka Nomination and Remuneration Committee 2/2

Mr. Gran Chayavichitsilp

Chairman of the Nomination and Remuneration Committee

ANNUAL REPORT 2020 93

REPORT OF CORPORATE GOVERNANCE COMMITTEE

Dear, All Stakeholders

The Corporate Governance Committees of Thai Plaspac Public 1 Reviewed the Corporate Governance Policy to be in line
Company Limited consists of three members, namely Mr. Kevin with the laws, the Principle of Good Corporate Governance
Qumar Sharma as the Chairman of the Corporate Governance for listed Companies, and proposed the same to the Board of
Committee, and Mr. Theerawit Busayapoka and Mr. Worapong Directors for consideration and approval.
Woottipruk as the members of the Corporate Governance
Committees. In July, the Company has appointed the new 2 Review the action plan of the Company to be in line with
member of the Corporate Governance Committee Mr. Terapol Corporate Governance, which will result in long-term to upgrade
Soonponrai by the Board of Directors in replacement of the Corporate Governance evaluated result, and considered
Mr. Worapong Woottipruk who resigned. the missing point to achieve the target, and proposed the same
to the Board of Directors for consideration and approval.
The Corporate Governance Committee was appointed to support
the Board of Directors’ corporate governance functions as well 3 Evaluated the performance of the Corporate Governance
as determining the policies and guidelines on good corporate Committees for 2020 and view that the Corporate Governance
governance e.g., the Corporate Governance Policy, Business Committees was able to complete their duties as assigned
Ethics and Anti-Corruption policy, etc. to be suitable with the and reported such evaluation result to the Board of Directors.
Company’s business operation and in accordance with the good
corporate governance practice. 4 Reviewed and determined the policy and plan on Corporate
Social Responsibility (CSR). The policy emphasizes on operation
In 2020, the Corporate Governance Committee held a total of the business for sustainable growth along with the participating
two meetings, which were in line with the corporate governance in social community, and environmental development.
committees’ charter. In accordance with the good corporate
governance principles, the resolutions of the meeting 5 Prepared this Corporate Governance Committees’ report
were regularly reported to the Board of Directors for their and disclosed the same in Annual Report 2020.
acknowledgement. In regard, the activities of the Corporate
Governance Committees in 2020 can be summarized as follows.

NUMBER OF
NO. NAME POSITION
ATTENDANCES

1 Mr. Kevin Qumar Sharma Chairman of the Corporate Governance Committee 2/2

2 Mr. Theerawit Busayapoka Corporate Governance Committee 2/2

3 Mr. Worapong Woottipruk* Corporate Governance Committee 1/1

4 Mr. Terapol Soonponrai Corporate Governance Committee 1/1

*Mr. Worapong Wootipruk was resigned since 16 July 2020

**Mr. Terapol Soonponrai was appointed since 16 July 2020

Mr. Kevin Qumar Sharma

Chairman of the Corporate Governance Committee

94 THAI PLASPAC PLC.

REPORT OF THE BOARD OF DIRECTORS
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS

The Board of Directors of Thai Plaspac Public Company Limited The Board of Directors has maintained internal control, internal
places great importance on its duties and responsibilities in audit, risk management and corporate governance in order to
supervising the Company’s operations in compliance with the ensure the completeness, adequacy, accuracy and fairness of
good corporate governance principles and is accountable for the financial statements. The Board of Directors has assigned
the financial statements, including the financial data shown in the Audit Committee to review the quality of the financial
the Annual Report. The financial statements for the accounting reports, the internal control system as well as the appropriate
year ended December 31st, 2020 were prepared under generally disclose of connected transactions.
accepted accounting standards. In preparing the said financial
statements, the Company has adopted accounting practices The Board of Directors expresses its satisfaction on the adequacy
and standards that are appropriate to its nature of business. credibility and reliability on the internal control system and
All material information has been sufficiently disclosed in the financial statements of Thai Plaspac Public Company
the notes to financial statements. The financial statements Limited and its subsidiary companies for the year ended
have been audited by qualified and independents accurately December 31st, 2020.
reflect the actual financial standing, results and operation
results over the past year, as well as being transparent.

Mr. Kevin Qumar Sharma

Chairman of the Board of Directors

ANNUAL REPORT 2020 95

96 THAI PLASPAC PLC.
FINANCIAL

ANNUAL REPORT 2020 97

REPORT OF INDEPENDENT AUDITOR

31 December 2020

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Thai Plaspac Public Company Limited

Opinion
I have audited the accompanying consolidated financial In my opinion, the financial statements referred to above present
statements of Thai Plaspac Public Company Limited and its fairly, in all material respects, the financial position of Thai
subsidiaries (the Group), which comprise the consolidated Plaspac Public Company Limited and its subsidiaries and of
statement of financial position as at 31 December 2020, and Thai Plaspac Public Company Limited as at 31 December 2020,
the related consolidated statements of comprehensive income, their financial performance and cash flows for the year then
changes in shareholders’ equity and cash flows for the year then ended in accordance with Thai Financial Reporting Standards.
ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies, and have
also audited the separate financial statements of Thai Plaspac
Public Company Limited for the same period.

Basis for Opinion

I conducted my audit in accordance with Thai Standards on Accounting Professions as relevant to my audit of the financial
Auditing. My responsibilities under those standards are further statements, and I have fulfilled my other ethical responsibilities
described in the Auditor’s Responsibilities for the Audit of the in accordance with the Code. I believe that the audit evidence
Financial Statements section of my report. I am independent I have obtained is sufficient and appropriate to provide a basis
of the Group in accordance with the Code of Ethics for for my opinion.
Professional Accountants as issued by the Federation of

Key Audit Matters

Key audit matters are those matters that, in my professional designed to respond to my assessment of the risks of material
judgement, were of most significance in my audit of the financial misstatement of the financial statements. The results of my
statements of the current period. These matters were addressed audit procedures, including the procedures performed to
in the context of my audit of the financial statements as a whole, address the matters below, provide the basis for my audit
and in forming my opinion thereon, and I do not provide a opinion on the accompanying financial statements as a whole.
separate opinion on these matters.
Key audit matters and how audit procedures respond to each
I have fulfilled the responsibilities described in the Auditor’s matter are describe below.
Responsibilities for the Audit of the Financial Statements
section of my report, including in relation to these matters.
Accordingly, my audit included the performance of procedures

Revenue recognition
The Group has entered into a number of agreements and statements pay attention. I have therefore considered
there are a variety of conditions in these agreements. Revenues the revenue recognition as key audit matter and focused on
are the key performance indicator to which users of financial the audit of occurrence and timing of revenue recognition.

98 THAI PLASPAC PLC.

I have examined the revenue recognition of the Company by

Assessing and testing the Group’s internal controls with Applying a sampling method to select sales documents to
respect to the revenue cycle by making enquiry of responsible assess whether revenue recognition was consistent with
executives, gaining an understanding of the controls and the conditions of the relevant agreement, and whether it
selecting representative samples to test the operation of was in compliance with the Group’s policy.
the designed significant controls.

On a sampling basis, examining supporting documents for Reviewing credit notes that the Group issued after the
actual sales transactions occurring during the year and near period-end.
the end of the accounting period.

Performing analytical procedures on disaggregated data

to detect possible irregularities in sales transactions
throughout the period.

Goodwill
As discussed in Note 16 to the consolidated financial statements, I assessed the identified cash generating units and financial
goodwill is tested for impairment annually and when model and gained an understanding of and tested the key
circumstances indicate that the carrying value may be impaired. assumptions applied by the management in preparing estimates
I have focused my audit on the consideration of impairment of the cash flows expected to be realised from the group of
of goodwill because the assessment of impairment of goodwill assets and the discount rate applied by making enquiry of
is a significant accounting estimate requiring management to responsible executives and comparing details with sources of
exercise a high degree of judgement in using the financial information about the Group and the industry.
model to calculate the realisable values and in identifying
the cash generating units, estimating the cash inflows that
are expected to be generated from that group of assets in
the future, and setting an appropriate discount rate and
long-term growth rate.

Other Information
Management is responsible for the other information. In connection with my audit of the financial statements, my
The other information comprise the information included in responsibility is to read the other information and, in doing so,
annual report of the Group, but does not include the financial consider whether the other information is materially inconsistent
statements and my auditor’s report thereon. The annual report with the financial statements or my knowledge obtained in
of the Group is expected to be made available to me after the audit or otherwise appears to be materially misstated.
the date of this auditor’s report.
When I read the annual report of the Group, if I conclude that
My opinion on the financial statements does not cover the other there is a material misstatement therein, I am required to
information and I do not express any form of assurance communicate the matter to those charged with governance
conclusion thereon. for correction of the misstatement.

Responsibilities of Management and Those Charged with Governance for

the Financial Statements
Management is responsible for the preparation and fair In preparing the financial statements, management is responsible
presentation of the financial statements in accordance with for assessing the Group’s ability to continue as a going concern,
Thai Financial Reporting Standards, and for such internal disclosing, as applicable, matters related to going concern and
control as management determines is necessary to enable using the going concern basis of accounting unless management
the preparation of financial statements that are free from either intends to liquidate the Group or to cease operations,
material misstatement, whether due to fraud or error. or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing

the Group’s financial reporting process.

ANNUAL REPORT 2020 99

Auditor’s Responsibilities for the Audit of the Financial Statements
My objectives are to obtain reasonable assurance about reasonably be expected to influence the economic decisions
whether the financial statements as a whole are free from of users taken on the basis of these financial statements.
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes my opinion. Reasonable As part of an audit in accordance with Thai Standards on
assurance is a high level of assurance, but is not a guarantee Auditing, I exercise professional judgement and maintain
that an audit conducted in accordance with Thai Standards professional skepticism throughout the audit. I also:
on Auditing will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could

Identify and assess the risks of material misstatement of Conclude on the appropriateness of management’s use of
the financial statements, whether due to fraud or error, the going concern basis of accounting and, based on the
design and perform audit procedures responsive to those risks, audit evidence obtained, whether a material uncertainty exists
and obtain audit evidence that is sufficient and appropriate related to events or conditions that may cast significant
to provide a basis for my opinion. The risk of not detecting doubt on the Group’s ability to continue as a going concern.
a material misstatement resulting from fraud is higher than If I conclude that a material uncertainty exists, I am required
for one resulting from error, as fraud may involve collusion, to draw attention in my auditor’s report to the related
forgery, intentional omissions, misrepresentations, or disclosures in the financial statements or, if such disclosures
the override of internal control. are inadequate, to modify my opinion. My conclusions are
based on the audit evidence obtained up to the date of my
auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.

Evaluate the appropriateness of accounting policies used Obtain an understanding of internal control relevant to the
and the reasonableness of accounting estimates and related audit in order to design audit procedures that are appropriate
disclosures made by management. in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.

Evaluate the overall presentation, structure and content of Obtain sufficient appropriate audit evidence regarding
the financial statements, including the disclosures, and the financial information of the entities or business activities
whether the financial statements represent the underlying within the Group to express an opinion on the consolidated
transactions and events in a manner that achieves fair financial statements. I am responsible for the direction,
presentation. supervision and performance of the group audit. I remain solely
responsible for my audit opinion.

100 THAI PLASPAC PLC.

I communicate with those charged with governance regarding, From the matters communicated with those charged with
among other matters, the planned scope and timing of governance, I determine those matters that were of most
the audit and significant audit findings, including any significant significance in the audit of the financial statements of
deficiencies in internal control that I identify during my audit. the current period and are therefore the key audit matters.
I describe these matters in my auditor’s report unless law or
I also provide those charged with governance with a statement regulation precludes public disclosure about the matter or when,
that I have complied with relevant ethical requirements in extremely rare circumstances, I determine that a matter
regarding independence, and to communicate with them all should not be communicated in my report because the adverse
relationships and other matters that may reasonably be thought consequences of doing so would reasonably be expected to
to bear on my independence, and where applicable, related outweigh the public interest benefits of such communication.
safeguards.
I am responsible for the audit resulting in this independent
auditor’s report.

Orawan Techawatanasirikul
Certified Public Accountant (Thailand) No. 4807

EY Office Limited
Bangkok: 25 February 2021

ANNUAL REPORT 2020 101

STATEMENT OF FINANCIAL POSITION

As at 31 December 2020
(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 31 December 2020 31 December 2019 31 December 2020 31 December 2019

Assets

Current assets

Cash and cash equivalents 8 195,614,919 34,673,640 5,893,697 6,946,703

Other current financial assets 9 409,994 55,556,182 164,534 -

Trade and other receivables 7, 10 826,037,939 783,877,262 394,389,684 358,006,086

Inventories 11 415,744,378 287,436,208 120,910,680 104,252,642

Advance payment for purchasing of raw materials 8,075,614 74,798,225 - -

Other current assets 12 115,168,614 51,219,504 37,784,030 29,681,299

Total current assets 1,561,051,458 1,287,561,021 559,142,625 498,886,730

Non-current assets

Restricted bank deposits 13 23,236,880 25,815,510 - -

Other non-current financial assets 9 2,267,365 9,040,284 - -

Investments in subsidiaries 14 - - 2,560,744,399 2,078,857,751

Property, plant and equipment 15 1,476,101,455 1,480,598,649 453,733,563 456,028,272

Right-of-use assets 24 85,861,164 - 3,381,859 -

Goodwill 16 1,001,817,144 1,010,138,400 - -

Intangible assets 17 353,498,806 396,591,222 4,254,368 4,693,310

Deferred tax assets 31 8,924,645 7,790,160 8,924,645 7,790,160

Withholding tax deducted at source 18 93,219,177 93,218,705 93,200,804 93,200,804

Advance payment for purchasing of molds 49,949,640 30,466,936 49,145,916 29,968,174

Assets associated with call options granted by
25 8,839,787 8,839,787 8,839,787 8,839,787
holders of non-controlling interests

Other non-current assets 58,696,636 36,611,818 21,386,609 7,370,975

Total non-current assets 3,162,412,699 3,099,111,471 3,203,611,950 2,686,749,233

Total assets 4,723,464,157 4,386,672,492 3,762,754,575 3,185,635,963

The accompanying notes are an integral part of the financial statements.

102 THAI PLASPAC PLC.

STATEMENT OF FINANCIAL POSITION
(CONTINUED)
As at 31 December 2020
(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 31 December 2020 31 December 2019 31 December 2020 31 December 2019

Liabilities and shareholders’ equity

Current liabilities
Bank overdraft and short-term loans from banks 19 515,341,780 377,400,000 468,192,021 348,400,000

Trade and other payables 7, 20 358,953,593 292,569,744 179,012,644 159,271,828

Current portion of long-term loans from banks 22 165,249,118 134,989,101 165,249,118 114,346,601
Current portion of debentures 23 76,024,879 53,670,500 - -

Current portion of lease liabilities 24 7,006,413 - 1,884,918 -

Income tax payable 12,827,196 - 12,827,196 -

Other current liabilities 21 36,982,436 24,238,248 17,372,545 12,688,608

Total current liabilities 1,172,385,415 882,867,593 844,538,442 634,707,037

Non-current liabilities
Long-term loans from banks, net of current
22 792,652,610 611,812,990 792,652,610 546,642,627
portion
Debentures, net of current portion 23 390,306,813 464,400,462 - -
Lease liabilities, net of current portion 24 80,908,189 - 1,575,912 -
Liabilities associated with put options granted
to holders of non-controlling interests
25 - 469,128,425 - -

Deferred tax liabilities 31 95,575,384 47,895,404 - -

Provision for long-term employee benefits 26 70,898,147 61,085,671 41,218,115 36,711,177

Total non-current liabilities 1,430,341,143 1,654,322,952 835,446,637 583,353,804

Total liabilities 2,602,726,558 2,537,190,545 1,679,985,079 1,218,060,841

The accompanying notes are an integral part of the financial statements.

ANNUAL REPORT 2020 103

STATEMENT OF FINANCIAL POSITION
(CONTINUED)
As at 31 December 2020
(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 31 December 2020 31 December 2019 31 December 2020 31 December 2019

Shareholders’ equity

Share capital 27
Registered

326,550,000 ordinary shares of Baht 1 each 326,550,000 326,550,000 326,550,000 326,550,000

Issued and paid-up 165,249,118 114,346,601
326,549,999 ordinary shares of Baht 1 each 326,549,999 326,549,999 326,549,999 326,549,999
Premium on ordinary shares 1,026,968,920 1,026,968,920 1,026,968,920 1,026,968,920
Excess from change in ownership interest
14
in the subsidiary 20,034,929 - - -
Retained earnings

Appropriated - statutory reserve 28 32,655,000 28,605,000 32,655,000 28,605,000

Unappropriated 912,545,432 636,264,620 696,595,577 585,451,203
Other components of shareholders’ equity (257,076,512) (274,013,807) - -
Equity attributable to owners of the Company 2,061,677,768 1,744,374,732 2,082,769,496 1,967,575,122
Non-controlling interests of the subsidiaries 59,059,831 105,107,215 - -
Total shareholders’ equity 2,120,737,599 1,849,481,947 2,082,769,496 1,967,575,122
Total liabilities and shareholders’ equity 4,723,464,157 4,386,672,492 3,762,754,575 3,185,635,963

- - - -

The accompanying notes are an integral part of the financial statements.

Directors

104 THAI PLASPAC PLC.

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2020

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2020 2019 2020 2019

Profit or loss:

Revenues

Sales 7 3,982,783,037 3,755,783,806 1,528,602,422 1,426,401,041

Other income 7 50,675,170 41,917,617 42,085,946 40,033,877
Gain on exchange 6,199,526 4,357,972 652,111 938,111
Total revenues 4,039,657,733 3,802,059,395 1,571,340,479 1,467,373,029
Expenses 20,034,929 - - -
Cost of sales 7 3,025,347,897 3,096,196,774 1,159,572,586 1,148,922,751
Selling and distribution expenses 180,352,709 153,307,517 41,258,488 38,784,550
Administrative expenses 7 292,466,785 257,099,593 147,747,255 151,283,886
Total expenses 3,498,167,391 3,506,603,884 1,348,578,329 1,338,991,187
Profit from operating activities 541,490,342 295,455,511 222,762,150 128,381,842
Finance cost 29 (105,340,519) (140,955,187) (34,028,706) (64,222,907)
Profit before income tax expenses 436,149,823 154,500,324 188,733,444 64,158,935
Income tax revenues (expenses) 31 (82,863,919) 8,559,428 (32,720,320) (2,105,016)
Profit for the year 353,285,904 163,059,752 156,013,124 62,053,919

Other comprehensive income:

Other comprehensive income to be reclassified

to profit or loss in subsequent periods
Exchange differences on translation
of financial statements in foreign currency 16,937,295 (217,737,468) - -
Other comprehensive income to be reclassified
to profit or loss in subsequent periods
- net of income tax 16,937,295 (217,737,468) - -
Other comprehensive income not to be
reclassified to profit or loss in subsequent periods
Actuarial loss (1,270,875) (8,650,517) - (5,442,965)
Less: Income tax effect 31 397,545 1,960,911 - 1,088,593
Other comprehensive income not to be
reclassified to profit or loss in subsequent periods
- net of income tax (873,330) (6,689,606) - (4,354,372)
Other comprehensive income for the year 16,063,965 (224,427,074) - (4,354,372)
Total comprehensive income for the year 369,349,869 (61,367,322) 156,013,124 57,699,547

The accompanying notes are an integral part of the financial statements.

ANNUAL REPORT 2020 105

STATEMENT OF COMPREHENSIVE INCOME
(CONTINUED)
For the year ended 31 December 2020
(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2020 2019 2020 2019

Profit attributable to:

Equity holders of the Company 321,979,451 138,841,442 156,013,124 62,053,919

Non-controlling interests of the subsidiaries 31,306,453 24,218,310

353,285,904 163,059,752

Total comprehensive income attributable to:

Equity holders of the Company 338,086,857 (85,073,865) 156,013,124 57,699,547

Non-controlling interests of the subsidiaries 31,263,012 23,706,543

369,349,869 (61,367,322)

Earnings per share 33

Basic earnings per share

Equity holders of the Company 0.99 0.53 0.48 0.24

The accompanying notes are an integral part of the financial statements.

106 THAI PLASPAC PLC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNIT: BAHT)

Consolidated financial statements

For the year ended 31 December 2020
Equity holders of the Company

Other components of
shareholders’ equity

Other comprehensive
Retained earnings
income

Exchange differences Total equity

Excess from change in Appropriated on translation of attributable Equity attributable to

ANNUAL REPORT 2020

Issued and paid-up Premium on ownership interest in - financial statements to owners of non-controlling interests
Note share capital ordinary shares the subsidiary Statutory reserve Unappropriated in foreign currency the Company of the subsidiaries Total

Balance as at 1 January 2019 253,817,676 302,920,904 - 25,500,000 506,706,017 (56,276,339) 1,032,668,258 39,933,895 1,072,602,153

Increased in equity attributable to non-controlling

interest of the subsidiaries - - - - - - - 47,400,373 47,400,373

Profit for the year - - - - 138,841,442 - 138,841,442 24,218,310 163,059,752

Other comprehensive income for the year - - - - (6,177,839) (217,737,468) (223,915,307) (511,767) (224,427,074)

Total comprehensive income for the year - - - - 132,663,603 (217,737,468) (85,073,865) 23,706,543 (61,367,322)

Increase share capital 27 72,732,323 724,048,016 - - - - 796,780,339 - 796,780,339

Transfer of unappropriated retained earnings to

statutory reserve
28 - - - 3,105,000 (3,105,000) - - - -

Liabilities associated with put options granted

to holders of non-controlling interests - - - - - - - (5,933,596) (5,933,596)

Balance as at 31 December 2019 326,549,999 1,026,968,920 - 28,605,000 636,264,620 (274,013,807) 1,744,374,732 105,107,215 1,849,481,947

Balance as at 1 January 2020 326,549,999 1,026,968,920 - 28,605,000 636,264,620 (274,013,807) 1,744,374,732 105,107,215 1,849,481,947

Profit for the year - - - - 321,979,451 - 321,979,451 31,306,453 353,285,904

Other comprehensive income for the year - - - - (829,889) 16,937,295 16,107,406 (43,441) 16,063,965

Total comprehensive income for the year - - - - 321,149,562 16,937,295 338,086,857 31,263,012 369,349,869

Dividend paid 7, 36 - - - - (40,818,750) - (40,818,750) - (40,818,750)

Transfer of unappropriated retained earnings to

statutory reserve 28 - - - 4,050,000 (4,050,000) - - - -

Change in ownership interest in the subsidiary - - 20,034,929 - - - 20,034,929 (20,034,929) -

Liabilities associated with put options granted - - - - - - - (57,275,467) (57,275,467)

Balance as at 31 December 2020 326,549,999 1,026,968,920 20,034,929 32,655,000 912,545,432 (257,076,512) 2,061,677,768 59,059,831 2,120,737,599

107
- - - - - - - - -

- - - - - - - - -

The accompanying notes are an integral part of the financial statements.

STATEMENT OF CHANGES IN SHAREHOLDERS’
EQUITY (CONTINUED)
For the year ended 31 December 2020
(Unit: Baht)

Separate financial statements

Retained earnings

Issued and Premium on Appropriated

Issued and ordinary -
Statutory
Note share capital shares reserve Unappropriated Total
Balance as at 1 January 2019 253,817,676 302,920,904 25,500,000 530,856,656 1,113,095,236

Profit for the year - - - 62,053,919 62,053,919

Other comprehensive income for the year - - - (4,354,372) (4,354,372)

Total comprehensive income for the year - - - 57,699,547 57,699,547

Increase share capital 27 72,732,323 724,048,016 - - 796,780,339

Transfer of unappropriated retained

earnings to statutory reserve
28 - - 3,105,000 (3,105,000) -

Balance as at 31 December 2019 326,549,999 1,026,968,920 28,605,000 585,451,203 1,967,575,122

Balance as at 1 January 2020 326,549,999 1,026,968,920 28,605,000 585,451,203 1,967,575,122

Profit for the year - - - 156,013,124 156,013,124
Other comprehensive income for the year - - - - -

Total comprehensive income for the year - - - 156,013,124 156,013,124

Dividend paid 7, 36 - - - (40,818,750) (40,818,750)

Transfer of unappropriated retained

earnings to statutory reserve 28 - - 4,050,000 (4,050,000) -

Balance as at 31 December 2020 326,549,999 1,026,968,920 32,655,000 696,595,577 2,082,769,496

- - - - -

The accompanying notes are an integral part of the financial statements.

108 THAI PLASPAC PLC.

STATEMENT OF CASH FLOWS

For the year ended 31 December 2020

(Unit: Baht)

Consolidated financial statements Separate financial statements

2020 2019 2020 2019

Cash flows from operating activities

Profit before tax 436,149,823 154,500,324 188,733,444 64,158,935

Adjustments to reconcile profit before tax to net cash
provided by (paid from) operating activities:
Depreciation and amortisation 320,954,179 288,822,627 130,615,818 117,461,634

Allowance for expected credit losses 2,263,831 2,571,418 326,368 1,786,750

Reduction (reversal) of inventories to net realisable value (232,830) 972,422 1,467,458 (357,154)

Allowance for impairment loss on assets 3,798,727 - - -

Loss (gain) on disposals/write-off of machinery and equipment (1,111,278) (3,547,937) 347,094 (427,425)
Long-term employee benefits expenses 17,634,871 18,017,009 7,265,803 10,232,988
Unrealised loss (gain) on exchange rate 85,413 170,315 (255,975) 101,782

Gain from fair value measurement of forward

exchange contracts (164,534) - (164,534) -

Amortisation of financial fees 8,792,489 13,063,325 957,692 3,585,551

Dividend income - - - (28,400,784)

Interest income (5,252,580) (1,373,996) (80,870) (106,154)

Finance cost 96,548,030 127,891,862 33,071,014 60,637,356

Profit from operating activities before

changes in operating assets and liabilities 879,466,141 601,087,369 362,283,312 228,673,479
Operating assets (increase) decrease

Trade and other receivables (44,403,905) 74,899,910 (36,436,684) 23,795,593

Inventories (128,052,047) 28,046,732 (18,125,496) 16,266,229

Other current assets 33,647,015 (64,009,442) (34,503,217) (11,492,147)

Other non-current assets (41,567,523) (26,230,961) (33,193,375) (30,446,109)

Operating liabilities increase (decrease)

Trade and other payables 79,833,797 (31,852,903) 34,736,860 (105,793)

Other current liabilities 12,744,188 5,093,996 4,683,937 8,254,965

Provision for long-term employee benefits (8,658,053) (4,249,668) (2,758,865) (1,191,633)

Cash flows from operating activities 783,009,613 582,785,033 276,686,472 233,754,584

Corporate income tax paid (21,028,082) (45,459,298) (21,027,609) (38,701,697)

Net cash flows from operating activities 761,981,531 537,325,735 255,658,863 195,052,887

The accompanying notes are an integral part of the financial statements.

ANNUAL REPORT 2020 109

STATEMENT OF CASH FLOWS (CONTINUED)
(Unit: Baht)
For the year ended 31 December 2020
Consolidated financial statements Separate financial statements

2020 2019 2020 2019

Cash flows from investing activities

Proceeds from sales of machinery and equipment 4,445,800 12,272,608 275,234 427,425
Acquisition of building, machinery and equipment (312,963,296) (224,769,828) (109,693,267) (74,043,372)
Acquisition of intangible assets (439,072) (3,207,439) (326,160) (2,434,582)
Cash paid for investments in subsidiaries - (366,239,092) (481,886,648) (384,590,034)
Cash paid for call options - (8,839,787) - (8,839,787)
Dividend received from subsidiary - - - 28,400,784
Decrease (increase) in other current financial assets 55,310,722 (55,556,182) - -
Decrease in other non-current financial assets 6,690,804 13,850,009 - -
Interest received 5,252,580 1,373,996 80,870 106,154
Net cash flows used in investing activities (241,702,462) (631,115,715) (591,549,971) (440,973,412)
Cash flows from financing activities
Increase in bank overdraft and short-term loans from banks 137,941,780 91,044,859 119,792,021 127,400,000
Decrease in restricted bank deposits 2,344,143 - - -
Cash receipt from long-term loans from banks 425,000,000 374,203,840 425,000,000 374,203,840
Repayment of long-term loans from banks (214,681,192) (998,512,353) (127,982,692) (982,415,853)
Repayment of debentures (55,333,825) - - -
Cash paid for lease liabilities (12,380,497) - (1,985,530) -
Purchase of additional investments in subsidiary from (481,886,648) - - -
non-controlling interests of the subsidiary
Cash paid for financial fees (1,062,500) (1,871,019) (1,062,500) (1,871,019)
Proceeds from increase in share capital - 796,780,339 - 796,780,339
Interest paid (105,470,739) (142,571,610) (38,104,447) (66,966,113)
Dividend paid (40,818,750) - (40,818,750) -
Net cash flows from (used in) financing activities (346,348,228) 119,074,056 334,838,102 247,131,194

Decrease in exchange differences on translation of

financial statements in foreign currency (12,989,562) (54,565,046) - -
Net increase (decrease) in cash and cash equivalents 160,941,279 (29,280,970) (1,053,006) 1,210,669
Cash and cash equivalents at beginning of year 34,673,640 63,954,610 6,946,703 5,736,034
Cash and cash equivalents at end of year (Note 8) 195,614,919 34,673,640 5,893,697 6,946,703
- - - -
Supplemental cash flows information
Non-cash items consist of:
Increase (decrease) in accounts payable for purchasing (6,042,932) 3,667,574 (9,770,361) 3,589,681
of fixed assets
Increase in liabilities associated with put options granted - 5,933,596 - -
to holders of non-controlling interests
Increase in lease liabilities 95,401,175 - 5,236,802 -
The accompanying notes are an integral part of the financial statements.

110 THAI PLASPAC PLC.

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
For the year ended 31 December 2020

1 GENERAL INFORMATION

1.1 Corporate information

Thai Plaspac Public Company Limited (“the Company”) is a The registered office of the Company is at 77 Soi Thian Thalae 30,
public company incorporated and domiciled in Thailand. Bang Khun Thian-Chay Thalae Road, Thakham, Bang Khun Thian,
Its major shareholder is an individual. The Company is principally Bangkok.
engaged in the manufacture and distribution of plastic packaging.

1.2 Coronavirus disease 2019 Pandemic

The Coronavirus disease 2019 pandemic is adversely impacting monitored ongoing developments and assessed the financial
most businesses and industries. This situation may bring impact in respect of the valuation of assets, provisions and
uncertainties and have an impact on the environment in which contingent liabilities, and has used estimates and judgement
the group operates. The Group’s management has continuously in respect of various issues as the situation has evolved.

2 BASIS OF PREPARATION

2.1
The financial statements have been prepared in accordance The financial statements in Thai language are the official
with Thai Financial Reporting Standards enunciated under statutory financial statements of the Company. The financial
the Accounting Professions Act B.E. 2547 and their presentation statements in English language have been translated from
has been made in compliance with the stipulations of the the Thai language financial statements.
Notification of the Department of Business Development,
issued under the Accounting Act B.E. 2543. The financial statements have been prepared on a historical cost
basis except where otherwise disclosed in the accounting policies.

2.2 Basis of consolidation

a) The consolidated financial statements include the financial Company”) and the following subsidiary companies (“the
statements of Thai Plaspac Public Company Limited (“the subsidiaries”) (collectively as “the Group”):

PERCENTAGE OF
NATURE OF COUNTRY OF SHAREHOLDING
COMPANY’S NAME
BUSINESS INCORPORATION 2020 2019
PERCENT PERCENT
SUBSIDIARIES HELD BY THE COMPANY
TPAC Packaging India Private Limited Manufacturing and India 100 80
distribution of plastic
packaging
TPAC Packaging (Bangna) Company Manufacturing and Thailand 100 100
Limited distribution of plastic
packaging
Sun Packaging Systems (FZC) Manufacturing and United Arab Emirates 89 89
distribution of plastic
packaging

ANNUAL REPORT 2020 111

b) The Company is deemed to have control over an investee the ability to direct the activities that affect the amount of
or subsidiaries if it has rights, or is exposed, to variable its returns.
returns from its involvement with the investee, and it has

c) Subsidiaries are fully consolidated, being the date on which the Company obtains control, and continue to be consolidated
until the date when such control ceases.

d) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company.

e) The assets and liabilities in the financial statements of average exchange rates. The resulting differences are shown
overseas subsidiary companies are translated to Baht under the caption of “Exchange differences on translation of
using the exchange rate prevailing on the end of reporting financial statements in foreign currency” in the statements of
period, and revenues and expenses translated using monthly changes in shareholders’ equity.

f) Material balances and transactions between the Group have been eliminated from the consolidated financial statements.

g) Non-controlling interests represent the portion of profit or loss profit or loss and within equity in the consolidated statement
and net assets of the subsidiaries that are not held by the of financial position.
Company and are presented separately in the consolidated

2.3
The separate financial statements present investments in subsidiaries under the cost method.

3 NEW FINANCIAL REPORTING STANDARDS

a. Financial reporting standards that became effective in the current year

During the year, the Group has adopted the revised (revised clarifying accounting treatment and providing accounting
2019) and new financial reporting standards and interpretations guidance for users of the standards. The adoption of these
which are effective for fiscal years beginning on or after financial reporting standards does not have any significant
1 January 2020. These financial reporting standards were aimed impact on the Group’s financial statements. However, the new
at alignment with the corresponding International Financial standard involves changes to key principles, which are
Reporting Standards with most of the changes directed towards summarised below:

Financial reporting standards related to financial instruments

The set of TFRSs related to financial instruments consists of five accounting standards and interpretations, as follows:

Financial reporting standards:

TFRS 7 Financial Instruments: Disclosures

TFRS 9 Financial Instruments

Accounting standard:

TAS 32 Financial Instruments: Presentation

Financial Reporting Standard Interpretations:

TFRIC 16 Hedges of a Net Investment in a Foreign Operation

TFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

112 THAI PLASPAC PLC.

These TFRSs related to financial instruments make stipulations impairment using the expected credit loss method, and hedge
relating to the classification of financial instruments and their accounting. They also include stipulations regarding the
measurement at fair value or amortised cost (taking into account presentation and disclosure of financial instruments. These
the type of instrument, the characteristics of the contractual standards do not have any significant impact on the Group’s
cash flows and the Company’s business model), calculation of financial statements.

TFRS 16 Leases

TFRS 16 supersedes TAS 17, Leases, together with related The Group applied the modified retrospective method of initial
Interpretations. The standard sets out the principles for adoption of which the cumulative effect is recognised as an
the recognition, measurement, presentation and disclosure of adjustment to the right-of-use assets and lease liabilities as at
leases, and requires a lessee to recognise assets and liabilities 1 January 2020, and the comparative information was not
for all leases with a term of more than 12 months, unless restated.
the underlying asset is low value.
The cumulative effect of the change is described in Note 4 to
Accounting by lessors under TFRS 16 is substantially unchanged financial statements.
from TAS 17. Lessors will continue to classify leases as either
operating or finance leases.

Accounting Guidance on Temporary Relief Measures for Accounting Alternatives

in Response to the Impact of the COVID-19 Pandemic

The Federation of Accounting Professions announced Accounting -looking information when determining expected credit losses,
Guidance on Temporary Relief Measures for Accounting determining whether sufficient taxable profits will be available
Alternatives in Response to the Impact of the COVID-19 Pandemic. in future periods against which deferred tax assets can be utilised,
Its objectives are to alleviate some of the impacts of applying not considering the COVID-19 situation as an indication that
certain financial reporting standards, and to provide clarification an asset may be impaired, and not to use information relating
about accounting treatments during the period of uncertainty to the COVID-19 situation that may affect the cash flow forecasts
relating to this situation. used in testing goodwill for impairment.

On 22 April 2020, the Accounting Treatment Guidance was In the fourth quarter of 2020, the Group has assessed the financial
announced in the Royal Gazette and it is effective for the impacts of the uncertainties of the COVID-19 Pandemic on
financial statements prepared for reporting periods ending the valuation of assets. As a result, in preparing the financial
between 1 January 2020 and 31 December 2020. statements for the year ended 31 December 2020, the Group
has decided to discontinue application of all temporary relief
During the first quarter to the third quarter of 2020, the Group measures on accounting alternatives with no significant
elected to apply the temporary relief measures on accounting impact on the Group’s financial statements.
alternatives relating to not taking into account of forward

b. Financial reporting standards that will become effective for fiscal years
beginning on or after 1 January 2021
The Federation of Accounting Professions issued a number of The management of the Group is currently evaluating the impact
revised financial reporting standards and interpretations, of these standards on the financial statements in the year
which are effective for fiscal years beginning on or after when they are adopted.
1 January 2021. These financial reporting standards were aimed
at alignment with the corresponding International Financial
Reporting Standards with most of the changes directed towards
clarifying accounting treatment and providing accounting
guidance for users of the standards.

ANNUAL REPORT 2020 113

CUMULATIVE EFFECTS OF CHANGES IN ACCOUNTING POLICIES DUE
4 TO THE ADOPTION OF NEW FINANCIAL REPORTING STANDARDS
As described in Note 3 to the financial statements, during The impacts of changes in accounting policies on the statements
the current year, the Group has adopted the set of financial of financial position due to the adoption of these standards
reporting standards related to TFRS 16. There is no cumulative are presented as follows:
effect adjustment of initially applying these standards to
retained earnings as at 1 January 2020. Therefore, the comparative
information was not restated.

(Unit: Thousand Baht)

Consolidated financial statements

The impacts
31 December 2019 of TFRS 16 1 January 2020

Statement of financial position

Assets

Non-current assets

Right-of-use assets - 95,401 95,401

Current liabilities

Current portion of lease liabilities - 6,705 6,705

Non-current liabilities

Lease liabilities, net of current portion - 88,696 88,696

(Unit: Thousand Baht)

Separate financial statements

The impacts
31 December 2019 of TFRS 16 1 January 2020
Statement of financial position
Assets
Non-current assets

Right-of-use assets - 5,237 5,237

Current liabilities

Current portion of lease liabilities - 1,799 1,799

Non-current liabilities

Lease liabilities, net of current portion - 3,438 3,438

114 THAI PLASPAC PLC.

4.1 Leases
On adoption of TFRS 16, the Group recognised lease liabilities as finance leases, the Group recognised the carrying amount
in relation to leases that previously classified as operating of the lease assets and lease liabilities before transition as
leases measured at the present value of the remaining lease right-of-use assets and lease liabilities, respectively at
payments, discounted using the Group’s incremental borrowing the date of initial application of TFRS 16.
rate as of 1 January 2020. For leases that previously classified

(Unit: Thousand Baht)

Consolidated Separate financial

financial statements statements
Operating lease commitments as at 31 December 2019 20,081 3,487
Add: Option to extend lease term 127,732 3,132
Less: Contracts reassessed as service agreements (11,908) (1,005)
Less: Deferred interest expenses (40,504) (377)
Increase in lease liabilities due to TFRS 16 adoption 95,401 5,237

Comprise of:
Current lease liabilities 6,705 1,799
Non-current lease liabilities 88,696 3,438
95,401 5,237

The adjustments of right-of-use assets due to TFRS 16 adoption as at 1 January 2020 are summarised below:

(Unit: Thousand Baht)

Consolidated financial Separate financial

statements statements

Land and land improvement 15,263 -

Buildings and building improvement 77,755 3,261

Furniture and office equipment 998 591

Motor vehicles 1,385 1,385

Total right-of-use assets 95,401 5,237

ANNUAL REPORT 2020 115

5 SIGNIFICANT ACCOUNTING POLICIES

5.1 Revenue recognition

Sales of goods
Revenue from sale of goods is recognised at the point in time the amount of the consideration received or receivable,
when control of the asset is transferred to the customer, excluding value added tax, of goods supplied after deducting
generally upon delivery of the goods. Revenue is measured at returns and discounts to customers.

Interest income
Interest income is calculated using the effective interest method unless the financial assets subsequently become credit-impaired
and recognised on an accrual basis. The effective interest rate when it is applied to the net carrying amount of the financial
is applied to the gross carrying amount of a financial asset, asset (net of the expected credit loss allowance).

Finance cost Dividends

Interest expense from financial liabilities at amortised cost is Dividends are recognised when the right to receive the dividends
calculated using the effective interest method and recognized is established.
on an accrual basis.

Other income
Other income is recognised upon completion of performance
obligation and there is a certain possibility of receiving the money.

5.2 Cash and cash equivalents

Cash and cash equivalents consist of cash in hand and at banks, three months or less and not subject to withdrawal restrictions.
and all highly liquid investments with an original maturity of

5.3 Inventories

Finished goods and work in process are valued at the lower of Raw materials, packaging and supplies are valued at the lower
cost (under the weighted average method) and net realisable of average cost (under the weighted average method) and net
value. The cost of inventories is measured using the standard realisable value and are charged to production costs whenever
cost method, which approximates actual cost and includes all consumed.
production costs and attributable factory overheads.

5.4 Investments in subsidiaries

Investments in subsidiaries are accounted for in the separate

financial statements using the cost method.

116 THAI PLASPAC PLC.

5.5 Cost of molds for amortisation

The Group record cost of molds which are used to manufacture expected to manufacture and deliver to customers within 1 year,
goods for customers as assets. Cost of molds are amortised to and as non-current assets if goods are expected to manufacture
cost of sales are delivered to its customers. The Group records and deliver to customers more than 1 year.
cost of molds for amortisation as current assets if goods are

5.6 Property, plant and equipment/Depreciation

Land is stated at cost. Buildings and equipment are stated at Depreciation of buildings and equipment is calculated by
cost less accumulated depreciation and allowance for loss on reference to their costs on the straight-line basis over the
impairment of assets (if any). following estimated useful lives:

Consolidated Separate
financial statements financial statements

Building and building improvement 20 - 30 years 20 years

Furniture and office equipment 5 - 10 years 5 years

Machinery and equipment 3 - 15 years 3 - 10 years

Motor vehicles 5 years 5 years

Depreciation is included in determining income. An item of property, plant and equipment is derecognised upon
disposal or when no future economic benefits are expected
No depreciation is provided on land and land improvement from its use or disposal. Any gain or loss arising on disposal
and assets under construction. of an asset is included in profit or loss when the asset is
derecognised.

5.7 Intangible assets and Amortisation

Intangible assets acquired through business combination are Intangible assets with finite lives are amortised on a systematic
initially recognised at their fair value on the date of business basis over the economic useful life and tested for impairment
acquisition/amalgamation while intangible assets acquired whenever there is an indication that the intangible assets may
in other cases are recognised at cost. Following the initial be impaired. The amortisation period and the amortisation
recognition, the intangible assets are carried at cost less any method of such intangible assets are reviewed at least at each
accumulated amortisation and any accumulated impairment financial year end. The amortisation expense is charged to
losses (if any). profit or loss.

A summary of the intangible assets with finite useful lives is as

follows:

Consolidated Separate
financial statements financial statements

Tradename 25 years -

Customer relationship 7.5 years -

Computer software 3 - 10years 5 - 10 years

ANNUAL REPORT 2020 117

5.8 Goodwill

Goodwill is initially recorded at cost, which equals to the For the purpose of impairment testing, goodwill acquired in a
excess of cost of business combination over the fair value of business combination is allocated to each of the Company’s
the net assets acquired. If the fair value of the net assets acquired cash generating units (or group of cash-generating units) that
exceeds the cost of business combination, the excess is are expected to benefit from the synergies of the combination.
immediately recognised as gain in profit or loss. The Company estimates the recoverable amount of each
cash-generating unit (or group of cash-generating units) to
Goodwill is carried at cost less any accumulated impairment which the goodwill relates. Where the recoverable amount of
losses. Goodwill is tested for impairment annually and when the cash-generating unit is less than the carrying amount, an
circumstances indicate that the carrying value may be impaired. impairment loss is recognised in profit or loss. Impairment losses
relating to goodwill cannot be reversed in future periods.

5.9 Leases

At inception of contract, the Group assesses whether a contract A contract is, or contains, a lease if the contract conveys
is, or contains, a lease. the right to control the use of an identified asset for a period
of time in exchange for consideration.

The Group as a lessee

Accounting policies adopted since 1 January 2020 the lease (i.e. the date the underlying asset is available for use),
The Group applied a single recognition and measurement the Group recognises right-of-use assets representing the right
approach for all leases, except for short-term leases and to use underlying assets and lease liabilities based on lease
leases of low-value assets. At the commencement date of payments.

Right-of-use assets
Right-of-use assets are measured at cost, less accumulated Depreciation of right-of-use assets are calculated by reference
depreciation, any accumulated impairment losses (if any), and to their costs, on the straight-line basis over the shorter of their
adjusted for any remeasurement of lease liabilities. The cost estimated useful lives and the lease term.
of right-of-use assets includes the amount of lease liabilities
initially recognised, initial direct costs incurred, and lease
payments made at or before the commencement date of
the lease less any lease incentives received.

Consolidated Separate
financial statements financial statements

Land and land improvement 20 - 25 years -

Building and building improvement 20 - 25 years -

Furniture and office equipment 4 years 4 years

Motor vehicles 5 years 5 years

If ownership of the leased asset is transferred to the Group at purchase option, depreciation is calculated using the estimated
the end of the lease term or the cost reflects the exercise of a useful life of the asset.

118 THAI PLASPAC PLC.

Lease liabilities
Lease liabilities are measured at the present value of the lease The Group discounted the present value of the lease payments
payments to be made over the lease term. The lease payments by the interest rate implicit in the lease or the Group’s incremental
include fixed payments less any lease incentives receivable, borrowing rate. After the commencement date, the amount of
variable lease payments that depend on an index or a rate, lease liabilities is increased to reflect the accretion of interest
and amounts expected to be payable under residual value and reduced for the lease payments made. In addition,
guarantees. Moreover, the lease payments include the exercise the carrying amount of lease liabilities is remeasured if there
price of a purchase option reasonably certain to be exercised is a change in the lease term, a change in the lease payments
by the Group and payments of penalties for terminating or a change in the assessment of an option to purchase
the lease, if the lease term reflects the Group exercising an the underlying asset.
option to terminate. Variable lease payments that do not
depend on an index or a rate are recognised as expenses in
the period in which the event or condition that triggers
the payment occurs.

Short-term leases and leases of low-value assets

A lease that has a lease term less than or equal to 12 months Accounting policies adopted before 1 January 2020
from commencement date or a lease of low-value assets is Leases of property, plant or equipment which do not transfer
recognised as expenses on a straight-line basis over the substantially all the risks and rewards of ownership are classified
lease term. as operating leases. Operating lease payments are recognised
as an expense in profit or loss on a straight-line basis over
the lease term.

5.10 Related party transactions

Related parties comprise individuals or enterprises that control, in the Company that gives them significant influence over
or are controlled by, the Company, whether directly or indirectly, the Company, key management personnel, directors, and
or which are under common control with the Company. officers with authority in the planning and direction of
the Company’s operations.
They also include associated companies, and individuals or
enterprises which directly or indirectly own a voting interest

5.11 Deferred financial fees

Financial expenses related to borrowings that are typically a deduction against the related loan account and amortised
incurred on or before signing facility agreements and before using the effective interest rate method over the term of
actual draw down of the loans are recorded as deferred financial the loans.
fees. A portion of deferred financial fees proportionate to
the amount of the loan facility already drawn is presented as The amortisation of deferred financial fees is included in
determining profit or loss.

5.12 Foreign currencies

The consolidated and separate financial statements are Monetary assets and liabilities denominated in foreign
presented in Baht, which is also the Company’s functional currencies are translated into Baht at the exchange rate ruling
currency. Items of each entity included in the consolidated at the end of reporting period.
financial statements are measured using the functional
currency of that entity. Gains and losses on exchange are included in determining
income.
Transactions in foreign currencies are translated into Baht at
the exchange rate ruling at the date of the transaction.

ANNUAL REPORT 2020 119

5.13 Impairment of non-financial assets

At the end of each reporting period, the Group performs An impairment loss is recognised in profit or loss.
impairment reviews in respect of the property, plant and
equipment, right-of-use asset, and other intangible assets In the assessment of asset impairment (except for goodwill),
whenever events or changes in circumstances indicate that if there is any indication that previously recognised impairment
an asset may be impaired. The Group also carries out annual losses may no longer exist or may have decreased, the Group
impairment reviews in respect of goodwill. An impairment loss estimates the asset’s recoverable amount. A previously
is recognised when the recoverable amount of an asset, which recognised impairment loss is reversed only if there has been
is the higher of the asset’s fair value less costs to sell and its a change in the assumptions used to determine the asset’s
value in use, is less than the carrying amount. In determining recoverable amount since the last impairment loss was
value in use, the estimated future cash flows are discounted recognised. The increased carrying amount of the asset
to their present value using a pre-tax discount rate that reflects attributable to a reversal of an impairment loss shall not exceed
current market assessments of the time value of money and the carrying amount that would have been determined had
the risks specific to the asset. In determining fair value less no impairment loss been recognised for the asset in prior years.
costs to sell, an appropriate valuation model is used. These Such reversal is recognised in profit or loss.
calculations are corroborated by a valuation model that, based
on information available, reflects the amount that the Group
could obtain from the disposal of the asset in an arm’s length
transaction between knowledgeable, willing parties, after
deducting the costs of disposal.

5.14 Employee benefits

Short-term employee benefits

Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred.

Defined contribution plans

The Group and its employees have jointly established a trust fund and the Company’s contributions are recognised as
provident fund. The fund is monthly contributed by employees expenses when incurred.
and by the Company. The fund’s assets are held in a separate

Defined benefit plans and other long-term employee benefits

The Group has obligations in respect of the severance payments The obligation under the defined benefit plan and other long-
it must make to employees upon retirement under labor law term employee benefit plans is determined by a professionally
and other employee benefit plans. The Group treats these qualified independent actuary based on actuarial techniques,
severance payment obligations as a defined benefit plan. In using the projected unit credit method.
addition, the Group provides other long-term employee benefit
plan, namely long service awards, and among other things. Actuarial gains and losses arising from defined benefit plans
are recognised immediately in other comprehensive income.

Actuarial gains and losses arising from other long-term

benefits are recognised immediately in profit and loss.

120 THAI PLASPAC PLC.

5.15 Provisions

Provisions are recognised when the Group has a present to settle the obligation, and a reliable estimate can be made of
obligation as a result of a past event, it is probable that an outflow the amount of the obligation.
of resources embodying economic benefits will be required

5.16 Income tax

Income tax expense represents the sum of corporate income tax currently payable and deferred tax.

Current tax
Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable
profits determined in accordance with tax legislation.

Deferred tax
Deferred income tax is provided on temporary differences At each reporting date, the Group reviews and reduces
between the tax bases of assets and liabilities and their carrying the carrying amount of deferred tax assets to the extent that
amounts at the end of each reporting period, using the tax rates it is no longer probable that sufficient taxable profit will be
enacted at the end of the reporting period. available to allow all or part of the deferred tax asset to be
utilised.
The Group recognises deferred tax liabilities for all taxable
temporary differences while it recognises deferred tax assets The Group records deferred tax directly to shareholders’ equity
for all deductible temporary differences and tax losses carried if the tax relates to items that are recorded directly to
forward to the extent that it is probable that future taxable profit shareholders’ equity.
will be available against which such deductible temporary
differences and tax losses carried forward can be utilised.

5.17 Financial instruments

Accounting policies adopted since 1 January 2020 receivables, that do not contain a significant financing
The Group initially measures financial assets at its fair value plus, component, are measured at the transaction price as disclosed
in the case of financial assets that are not measured at fair in the accounting policy relating to revenue recognition.
value through profit or loss, transaction costs. However, trade

ANNUAL REPORT 2020 121

Classification and measurement of financial assets
Financial assets are classified, at initial recognition, as to be initial recognition is driven by the Group’s business model for
subsequently measured at amortised cost, fair value through managing the financial assets and the contractual cash flows
other comprehensive income (“FVOCI”), or fair value through characteristics of the financial assets.
profit or loss (“FVTPL”). The classification of financial assets at

Financial assets at amortised cost

The Group measures financial assets at amortised cost if Financial assets at amortised cost are subsequently measured
the financial asset is held in order to collect contractual cash using the effective interest rate (“EIR”) method and are subject
flows and the contractual terms of the financial asset give rise to impairment. Gains and losses are recognised in profit or loss
on specified dates to cash flows that are solely payments of when the asset is derecognised, modified or impaired.
principal and interest on the principal amount outstanding.

Financial assets at FVTPL

Financial assets measured at FVTPL are carried in the statement irrevocably elected to classify at FVOCI and financial assets
of financial position at fair value with net changes in fair value with cash flows that are not solely payments of principal and
recognised in profit or loss. interest.

These financial assets include derivatives, security investments Dividends on listed equity investments are recognised as other
held for trading, equity investments which the Group has not income in profit or loss.

Classification and measurement of financial liabilities

Except for derivative liabilities, at initial recognition the Group’s as well as through the EIR amortisation process. In determining
financial liabilities are recognised at fair value net of transaction amortised cost, the Group takes into account any fees or costs
costs and classified as liabilities to be subsequently measured that are an integral part of the EIR. The EIR amortisation is
at amortised cost using the EIR method. Gains and losses are included in finance costs in profit or loss.
recognised in profit or loss when the liabilities are derecognised

Derecognition of financial instruments

A financial asset is primarily derecognised when the rights to A financial liability is derecognised when the obligation under
receive cash flows from the asset have expired or have been the liability is discharged or cancelled or expires. When an existing
transferred and either the Group has transferred substantially financial liability is replaced by another from the same lender
all the risks and rewards of the asset, or the Group has neither on substantially different terms, or the terms of an existing
transferred nor retained substantially all the risks and rewards liability are substantially modified, such an exchange or
of the asset but has transferred control of the asset. modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in profit or loss.

122 THAI PLASPAC PLC.

Impairment of financial assets
The Group recognises an allowance for expected credit losses contractual payments are 90 days past due. However, in certain
(“ECLs”) for all debt instruments not held at FVTPL. ECLs cases, the Group may also consider a financial asset to have a
are based on the difference between the contractual cash significant increase in credit risk and to be in default using other
flows due in accordance with the contract and all the cash internal or external information, such as credit rating of issuers.
flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. For trade receivables, the Group applies a simplified approach
in calculating ECLs. Therefore, the Group does not track changes
For credit exposures for which there has not been a significant in credit risk, but instead recognises a loss allowance based
increase in credit risk since initial recognition, ECLs are provided on lifetime ECLs at each reporting date. It is based on its
for credit losses that result from default events that are possible historical credit loss experience and adjusted for forward-looking
within the next 12-months (a 12-month ECL). For those credit factors specific to the debtors and the economic environment.
exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required A financial asset is written off when there is no reasonable
for credit losses expected over the remaining life of the exposure expectation of recovering the contractual cash flows.
(a lifetime ECL).
Accounting policies adopted before 1 January 2020
The Group considers a significant increase in credit risk to have
occurred when contractual payments are more than 30 days
past due and considers a financial asset in default when

Trade and other receivables

Trade and other receivables are stated at the net realisable value. receivables. The allowance is generally based on collection
Allowance for doubtful accounts (if any) is provided for experience and analysis of debt aging.
the estimated losses that may be incurred in collection of

Investments
a) Investments in securities held for trading are stated at b) The weighted average method is used for computation of
fair value. Changes in the fair value of these securities are the cost of investments. On disposal of an investment,
recorded in profit or loss. the difference between net disposal proceeds and the
carrying amount of the investment is recognised in
profit or loss.

5.18 Derivatives

The Group uses derivatives, such as forward currency contracts, Derivatives are presented as non-current assets or non-current
to hedge its foreign currency risks. liabilities if the remaining maturity of the instrument is more
than 12 months and it is not due to be realised or settled within
Derivatives are initially recognised at fair value on the date on 12 months. Other derivatives are presented as current assets
which a derivative contract is entered into and are subsequently or current liabilities.
remeasured at fair value. The subsequent changes are recognised
in profit or loss. Derivatives are carried as financial assets when
the fair value is positive and as financial liabilities when
the fair value is negative.

ANNUAL REPORT 2020 123

5.19 Fair value measurement

Fair value is the price that would be received to sell an asset the fair value hierarchy into three levels based on categorise of
or paid to transfer a liability in an orderly transaction between input to be used in fair value measurement as follows:
buyer and seller (market participants) at the measurement date.
The Group applies a quoted market price in an active market Level 1 Use of quoted market prices in an active market for
to measure their assets and liabilities that are required to be such assets or liabilities
measured at fair value by relevant financial reporting standards. Level 2 Use of other observable inputs for such assets or
Except in case of no active market of an identical asset or liability liabilities, whether directly or indirectly
or when a quoted market price is not available, the Group Level 3 Use of unobservable inputs such as estimates
measures fair value using valuation technique that are of future cash flows
appropriate in the circumstances and maximises the use of
relevant observable inputs related to assets and liabilities that At the end of each reporting period, the Group determines
are required to be measured at fair value. whether transfers have occurred between levels within the fair
value hierarchy for assets and liabilities held at the end of
All assets and liabilities for which fair value is measured or the reporting period that are measured at fair value on a
disclosed in the financial statements are categorised within recurring basis.

Liabilities associated with put options granted to holders

5.20
of non-controlling interests

The Company granted put options to holders of non-controlling bearing debt. The amount also presents offset from non-
interests. The Company does not have unconditional right to controlling interests of the subsidiary in the consolidated
avoid the delivery of cash if holders of non-controlling interests statement of financial position and the consolidated statement
exercise their put options. The Company recognises liabilities of changes in shareholders’ equity. The amount is to revalue
associated with put options, calculated by present value of at the end of reporting period, whereby the difference is to
expected exercise price, and presents in non-current liabilities recognise in shareholders’ equity.
in the consolidated statement of financial position as non-interest

6 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of financial statements in conformity with affect reported amounts and disclosures; and actual results
financial reporting standards at times requires management could differ from these estimates. Significant judgements and
to make subjective judgements and estimates regarding matters estimates are as follows:
that are inherently uncertain. These judgements and estimates

Leases
Determining the lease term with extension and termination options - The Group
as a lessee
In determining the lease term, the management is required to considering all relevant facts and circumstances that create
exercise judgement in assessing whether the Group is reasonably an economic incentive for the Group to exercise either
certain to exercise the option to extend or terminate the lease the extension or termination option.

124 THAI PLASPAC PLC.

Allowance for expected credit losses of trade receivables
In determining an allowance for expected credit losses of trade with similar credit risks. The Group’s historical credit loss
receivables, the management needs to make judgement and experience and forecast economic conditions may also not be
estimates based upon, among other things, past collection representative of whether a customer will actually default in
history, aging profile of outstanding debts and the forecast the future.
economic condition for groupings of various customer segments

Allowance for diminution in value of inventories

The determination of allowance for diminution in the value of minus selling expenses and provision for obsolete, slow-moving
inventories requires management to exercise judgement in and deteriorated inventories, and taking into account based
estimating losses on outstanding inventories, based on upon the condition of inventories and the duration such goods
the selling price expected in the ordinary course of business; have remained in stock.

Property plant and equipment/Depreciation

In determining depreciation of plant and equipment, In addition, the management is required to review property,
the management is required to make estimates of the useful plant and equipment for impairment on a periodical basis and
lives and residual values of the plant and equipment and to record impairment losses when it is determined that their
review estimate useful lives and residual values when there recoverable amount is lower than the carrying amount.
are any changes. This requires judgements regarding forecast of future revenues
and expenses relating to the assets subject to the review.

Goodwill and intangible assets

The initial recognition and measurement of goodwill and by the asset or the cash-generating units and to choose a
intangible assets, and subsequent impairment testing, require suitable discount rate in order to calculate the present value
management to make estimates of cash flows to be generated of those cash flows.

Deferred tax assets

Deferred tax assets are recognised for deductible temporary management judgement is required to determine the amount
differences and unused tax losses to the extent that it is probable of deferred tax assets that can be recognised, based upon
that taxable profit will be available against which the temporary the likely timing and level of estimate future taxable profits.
differences and taxable losses can be utilised. Significant

Post-employment benefits under defined benefit plans and other long-term

employee benefits
The obligation under the defined benefit plan and other long- assumptions, including discount rate, future salary increase rate,
term employee benefit plans is determined based on actuarial mortality rate and staff turnover rate.
techniques. Such determination is made based on various

ANNUAL REPORT 2020 125

7 RELATED PARTY TRANSACTIONS

Details of relationships of the Company to related parties are as follows.

NAME OF ENTITIES NATURE OF RELATIONSHIPS

TPAC Packaging India Private Limited Subsidiary

TPAC Packaging (Bangna) Company Limited Subsidiary

Sun Packaging Systems (FZC) Subsidiary

Mr. Anuj Lohia Major shareholder

Shareholder and director are related

Indorama Petrochem Limited
to the Company’s shareholder and management
Shareholder and director are related
Indorama Polymers Public Company Limited
to the Company’s shareholder and management
Shareholder and director are related
IVL Dhunseri Petrochem Industries Private Limited
to the Company’s shareholder and management

Director, executive officer and related persons

Related persons
with director and executive officer

During the years, the Group had significant business transactions concluded on commercial terms and bases agreed upon
with related parties. Such transactions, which are summarised between the Group and those related parties.
below, arose in the ordinary course of business and were

(Unit: Million Baht)

For the year ended 31 December
Consolidated financial Separate financial
statements statements
2020 2019 2020 2019 Transfer pricing policy
Transactions with subsidiaries
(Eliminated from consolidated
financial statements)

Sales of goods - - 4 7 Close to market price

Purchase of goods - - 18 15 Close to market price

Dividend income - - - 28 2019: Baht 2.8 per share

Management fee income - - 29 - Contract price

Transaction with related company

Purchase of goods 61 37 10 16 Close to market price

Transaction with related persons

Dividend paid 30 - 30 - Baht 0.125 per share

126 THAI PLASPAC PLC.

As at 31 December 2020 and 2019, the balances of the accounts between the Group and those related companies are as
follows:
(Unit: Thousand Baht)

Consolidated financial Separate financial

statements statements
2020 2019 2020 2019

Trade receivables - related parties (Note 10)

Subsidiaries - - 510 255

Total - - 510 255

Trade payables - related parties (Note 20)

Subsidiaries - - 5,183 3,208

Related companies 12,015 5,658 5,500 2,120

Total 12,015 5,658 10,683 5,328

Directors and management’s benefits

During the year ended 31 December 2020 and 2019, the Group had employee benefit expenses payable to their directors and
management as below.

(Unit: Thousand Baht)

Consolidated financial Separate financial

statements statements
2020 2019 2020 2019

Short-term benefits 77,348 63,199 56,740 44,387

Post-employment benefits 3,702 5,308 3,283 4,973

Other long-term benefits 25 22 25 21

Total 81,075 68,529 60,048 49,381

Guarantee obligations with related parties

The Company has outstanding guarantee obligations with its subsidiary, as described in Notes 22 and 23 to financial statements.

8 CASH AND CASH EQUIVALENTS

(Unit: Thousand Baht)

Consolidated financial Separate financial

statements statements
2020 2019 2020 2019

Cash 234 194 80 65

Cash at banks 195,381 34,480 5,814 6,882

Total 195,615 34,674 5,894 6,947

As at 31 December 2020, cash at banks carried interests between 0.25 and 0.75 percent per annum (The Company only: between
0.05 and 2.60 percent per annum (The Company only: between 0.25 and 0.75 percent per annum)).
0.05 and 0.15 percent per annum) (31 December 2019: between

ANNUAL REPORT 2020 127

OTHER CURRENT FINANCIAL ASSETS/OTHER NON-CURRENT
9
FINANCIAL ASSETS

As at 31 December 2020 and 2019, the Group had other current financial assets and other non-current financial assets as below.

(Unit: Thousand Baht)

Consolidated financial Separate financial

statements statements
2020 2019 2020 2019

Other current financial assets

Time deposits from 3 months to 1 year

(Interest rate 4.9 percent per annum
(31 December 2019: 1.6 percent per annum)) 245 49,555 - -

Total debt instruments at amortised cost 245 49,555 - -

Financial assets at FVTPL

Foreign exchange forward contracts 165 - 165 -

Investment in open-end funds - 6,301 - -

Total financial assets at FVTPL

165 6,301 165 -

Total other current financial assets 410 55,556 165 -

(Unit: Thousand Baht)

Consolidated financial Separate financial

statements statements
2020 2019 2020 2019

Other non-current financial assets

DEBT INSTRUMENTS AT AMORTISED COST

Time deposits more than 1 year

(Interest rate between 5.4 to 7.0 percent per annum
(31 December 2019: 6.6 to 8.0 percent per annum)) 2,267 9,040 - -

Total other non-current financial assets 2,267 9,040 - -

128 THAI PLASPAC PLC.

10 TRADE AND OTHER RECEIVABLES
(Unit: Thousand Baht)

Consolidated financial Separate financial

statements statements
2020 2019 2020 2019

Trade receivables - related parties

Aged on the basis of due dates

Not yet due - - 510 255

Total trade receivables - related parties - - 510 255

Trade receivables - unrelated parties

Aged on the basis of due dates

Not yet due 609,538 551,869 281,299 270,807

Past due

Up to 1 month 125,054 140,008 75,622 68,925

1 - 2 months 15,407 31,480 4,822 7,572

2 - 3 months 9,996 15,107 2,577 3,914

3 months - 1 year 5,368 15,107 109 6,359

1 year - 2 years 1,089 5,816 590 5,385

Over 2 years 5,099 103 4,686 -

Total 771,551 759,490 369,705 362,962

Less: Allowance for expected credit losses
(2019: Allowance for doubtful accounts) (8,924) (6,737) (5,537) (5,211)

Total trade receivables - unrelated parties 762,627 752,753 364,168 357,751

Other receivables - related parties

Other receivables - - 29,712 -

Total other receivables - related parties - - 29,712 -

Other receivables - unrelated parties

Value added tax refundable 26,109 12,182 - -

Other receivables 37,302 18,942 - -

Total other receivables - unrelated parties 63,411 31,124 - -

Total trade and other receivables 826,038 783,877 394,390 358,006

ANNUAL REPORT 2020 129

Set out below is the movement in the allowance for expected credit losses of trade and other receivables.

(Unit: Thousand Baht)

Consolidated Separate financial

financial statements statements

As at 1 January 2020 6,737 5,211

Increase during the year 2,264 326

Translation adjustment (77) -

As at 31 December 2020 8,924 5,537

11 INVENTORIES
(Unit: Thousand Baht)

Consolidated financial statements

Reduce cost to
Cost net realisable value Inventories - net
2563 2562 2563 2562 2563 2562

Finished goods 144,703 130,564 (3,290) (1,151) 141,413 129,413

Work in process 16,931 12,732 (18) (258) 16,913 12,474

Raw materials 228,267 118,760 (1,932) (3,427) 226,335 115,333

Packing materials 26,375 27,150 (210) (870) 26,165 26,280

Factory supplies 4,918 3,936 - - 4,918 3,936

Total 421,194 293,142 (5,450) (5,706) 415,744 287,436

(Unit: Thousand Baht)

Consolidated financial statements

Reduce cost to
Cost net realisable value Inventories - net
2563 2562 2563 2562 2563 2562

Finished goods 58,571 44,962 (1,725) (100) 56,846 44,862

Work in process 10,469 7,608 - - 10,469 7,608

Raw materials 35,049 32,933 (220) (177) 34,829 32,756

Packing materials 13,872 15,315 (23) (224) 13,849 15,091

Factory supplies 4,918 3,936 - - 4,918 3,936

Total 122,879 104,754 (1,968) (501) 120,911 104,253

During the current year, the Group reduced cost of inventories of cost of inventories by Baht 2.4 million (The Company only:
by Baht 2.1 million (The Company only: Baht 1.9 million) Baht 0.4 million) (31 December 2019: Baht 0.4 million (The Company
(31 December 2019: Baht 1.4 million (The Company only: Baht only: Baht 0.6 million)), and reduced the amount of inventories
0.2 million)) to reflect the net realisable value. This was included recognised as expenses during the year.
in cost of sales. In addition, the Group reversed the write-down

130 THAI PLASPAC PLC.

12 OTHER CURRENT ASSETS
(Unit: Thousand Baht)

Consolidated financial Separate financial

statements statements
2020 2019 2020 2019

Asset held for sale 57,274 - - -

Prepaid expenses 11,493 9,968 3,215 3,104

Cost of molds for amortisation 34,153 26,153 33,104 26,153

Advance payment 2,412 7,619 - -

Others 9,837 7,480 1,465 424

Total 115,169 51,220 37,784 29,681

13 RESTRICTED BANK DEPOSITS

These represent the subsidiary’s bank deposits pledged for at 2.95 percent per annum (31 December 2019: 4.00 percent
the next interest payment with the trustee under the terms per annum).
and conditions of the debenture issuers, carrying interest rate

14 INVESTMENTS IN SUBSIDIARIES

14.1
Details of investments in subsidiaries as presented in separate financial statements are as follows:

Shareholding Dividend received

Paid-up capital percentage Cost during the year
Company’s name 2020 2019 2020 2019 2020 2019 2020 2019
(Thousand (Thousand (Thousand (Thousand
(%) (%) Baht) Baht) Baht) Baht)

2,108 2,108
TPAC Packaging India Private
Million Million
Limited
Rupee Rupee 100 80 2,069,154 1,587,268 - -
101 101
TPAC Packaging (Bangna)
Million Million
Company Limited
Baht Baht 100 100 107,000 107,000 - 28,401
0.45 0.45
Million Million
Dirham Dirham
Sun Packaging Systems (FZC)
United United
Arab Arab
Emirates Emirates 89 89 384,590 384,590 - -

Total 2,560,744 2,078,858 - 28,401

ANNUAL REPORT 2020 131

Put options and call options to sell/buy 20% of shares in TPAC Packaging
India Private Limited
On 15 November 2017, the Company entered into Implementation On 22 September 2020, the Company entered into share
Agreement and Shareholders Agreement between the Company, purchase agreement between the Company, and former
Sunrise Containers Limited and former shareholders. Former shareholders to purchase 20% of shares in TPAC Packaging
shareholders have put options which were rights to sell all India Private Limited in total of INR 1,115.8 million or Baht
remaining 20% of shares in TPAC Packaging India Private Limited 481.9 million, and put options and call options were cancelled.
to the Company. The Company has call options which were
rights to buy all remaining 20% of shares in TPAC Packaging
India Private Limited from former shareholders.

Purchase of 20% of shares in TPAC Packaging India Private Limited

On 5 October 2020, the Company paid cash consideration to The effect of change in ownership interest in the subsidiary is
former shareholders to purchase 20% of shares in TPAC presented below.
Packaging India Private Limited in total of INR 1,115.8 million or
Baht 481.9 million. The purchase transaction was completed
on 22 October 2020.

(Unit: Thousand Baht)

Consolidated
financial statements

Balance of non-controlling interest of the subsidiary 501,922

Less: Purchase of additional investment in the subsidiary from
non-controlling interest of the subsidiary
(481,887)

Excess from change in ownership interest in the subsidiary 20,035

Call options to buy 11% of shares in Sun Packaging Systems (FZC)

On 24 April 2019, the Company entered into Shareholders in Sun Packaging Systems (FZC) from Bhatia Investment Holding
Agreement between the Company, Sun Packaging Systems Limited. Detail of exercise are presented in Note 25 to
(FZC) and Kishore Kumar Tarachand Bhatia. The Company has financial statements.
call options which are rights to buy all remaining 11% of shares

Approval of investment in solar rooftop business

On 26 February 2019, the Board of Directors’ Meeting of establish its wholly owned subsidiary to invest in solar rooftop
the Company No. 1/2019 and the Board of Directors’ Meeting business. The registered shares will not exceed Baht 30 million
of TPAC Packaging (Bangna) Company Limited No. 1/2019 for shares totaling not exceed 3,000,000 shares with par value
approved TPAC Packaging (Bangna) Company Limited to of Baht 10 each.

132 THAI PLASPAC PLC.

14.2
Details of investments in subsidiaries that have material non-controlling interests

Proportion of equity Accumulated Dividend paid to

interest held by balance of Profit allocated to non-controlling
non-controlling non-controlling non-controlling interests interests during
interests interests during the year the year
Company’s name 2020 2019 2020 2019 2020 2019 2020 2019
(Thousand (Thousand (Thousand (Thousand (Thousand (Thousand
(%) (%) Baht) Baht) Baht) Baht) Baht) Baht)

Sun Packaging Systems (FZC) 11 11 59,060 48,680 12,113 1,280 - -

14.3
Summarised financial information that based on amounts before inter-company elimination about Sun Packaging Systems
(FZC) that has material non-controlling interest.

Summarised information about financial position

(Unit: Million Baht)

2020 2019

Current assets 282 141

Non-current assets 95 49

Current liabilities 64 33

Non-current liabilities 40 4

Summarised information about comprehensive income

(Unit: Million Baht)

For the years ended 31 December

2020 2019

Revenues 432 133

Profit 126 12

Other comprehensive income (4) (11)

Total comprehensive income 122 1

Summarised information about cash flow

(Unit: Million Baht)

For the years ended 31 December

2020 2019

Cash flow from operating activities 169 47

Cash flow from investing activities (22) (54)

Net increase (decrease) in cash and cash equivalents 147 (7)

ANNUAL REPORT 2020 133

15 PROPERTY, PLANT AND EQUIPMENT
(Unit: Thousand Baht)

Consolidated financial statements

Building and Furniture Machinery
Land and land building and office and Motor Assets under
improvement improvement equipment equipment vehicles construction Total
Cost:

1 January 2019 258,073 375,721 19,115 1,957,398 15,455 32,869 2,658,631

Additions 35,666 3,585 4,079 47,136 - 137,971 228,437

Increase from acquisition of subsidiary

- 65,624 1,041 39,692 130 - 106,487

Transfer in (out) - 3,136 402 120,018 - (123,556) -

Disposals/write-off - (2,106) (1,293) (32,007) (599) (3,561) (39,566)

Translation adjustment (20,750) (18,879) (436) (62,208) (344) (684) (103,301)

31 December 2019 272,989 427,081 22,908 2,070,029 14,642 43,039 2,850,688

Additions - 457 1,784 48,781 907 254,992 306,921

Transfer in (out) - 9,564 2,613 202,553 - (214,730) -

Transfer out to asset held for sale (59,473) - - - - - (59,473)

Disposals/write-off - - (939) (46,660) (5) (1,013) (48,617)

Translation adjustment (1,987) (1,693) (71) (5,899) (25) (52) (9,727)

31 December 2020 211,529 435,409 26,295 2,268,804 15,519 82,236 3,039,792

Accumulated depreciation:

1 January 2019 - 129,385 9,706 1,027,836 10,733 - 1,177,660

Depreciation for the year - 20,223 4,251 209,993 1,623 - 236,090

Depreciation on disposals/
write-off - (67) (1,293) (29,390) (127) - (30,877)

Translation adjustment - (1,086) (207) (11,533) (75) - (12,901)

31 December 2019 - 148,455 12,457 1,196,906 12,154 - 1,369,972

Depreciation for the year - 21,324 3,702 217,000 1,175 - 243,201

Depreciation on disposals/
write-off - - (935) (44,343) (5) - (45,283)

Translation adjustment - (694) (93) (5,099) (30) - (5,916)

31 December 2020 - 169,085 15,131 1,364,464 13,294 - 1,561,974

Allowance for impairment loss:

31 December 2019 - - - 117 - - 117

Increase during the year 2,199 1,600 - - 3,799

Transfer out to asset held for sale (2,199) - - - - - (2,199)

31 December 2020 - - - 1,717 - - 1,717

Net book value:

31 December 2019 272,989 278,626 10,451 873,006 2,488 43,039 1,480,599

31 December 2020 211,529 266,324 11,164 902,623 2,225 82,236 1,476,101

Depreciation for the year

2019 (Baht 217 million included in manufacturing cost, and the balance in selling and administrative expenses) 236,090

2020 (Baht 240 million included in manufacturing cost, and the balance in selling and administrative expenses) 243,201

134 THAI PLASPAC PLC.

(Unit: Thousand Baht)

Separate financial statements

Building and Furniture Machinery
Land and land building and office and Motor Assets under
improvement improvement equipment equipment vehicles construction Total
Cost:

1 January 2019 54,275 208,758 12,333 1,291,086 12,291 24,481 1,603,224

Additions - 1,164 2,590 42,286 - 31,593 77,633

Transfer in (out) - - - 30,452 - (30,452) -

Disposals/write-off - - (16) (13,292) - - (13,308)

31 December 2019 54,275 209,922 14,907 1,350,532 12,291 25,622 1,667,549

Additions - 457 978 23,730 907 73,850 99,922

Transfer in (out) - 2,474 - 61,667 - (64,141) -

Disposals/write-off - - - (11,983) - (622) (12,605)

31 December 2020 54,275 212,853 15,885 1,423,946 13,198 34,709 1,754,866

Accumulated depreciation:

1 January 2019 - 126,962 9,034 977,529 10,545 - 1,124,070

Depreciation for the year - 7,503 1,551 90,734 854 - 100,642

Depreciation on disposals/
write-off - - (16) (13,292) - - (13,308)

31 December 2019 - 134,465 10,569 1,054,971 11,399 - 1,211,404

Depreciation for the year - 7,596 1,594 91,791 614 - 101,595

Depreciation on disposals/
write-off
- - - (11,983) - - (11,983)

31 December 2020 - 142,061 12,163 1,134,779 12,013 - 1,301,016

Allowance for impairment loss

31 December 2019 - - - 117 - - 117

31 December 2020 - - - 117 - - 117

Net book value:

31 December 2019 54,275 75,457 4,338 295,444 892 25,622 456,028

31 December 2020 54,275 70,792 3,722 289,050 1,185 34,709 453,733

Depreciation for the year

2019 (Baht 98 million included in manufacturing cost, and the balance in selling and administrative expenses) 100,642

2020 (Baht 99 million included in manufacturing cost, and the balance in selling and administrative expenses) 101,595

As at 31 December 2020, certain items of plant and equipment As at 31 December 2020, all property, plant and equipment of
were fully depreciated but are still in use. The gross carrying TPAC Packaging India Private Limited amounting to INR 1,950
amount before deducting accumulated depreciation of those million (31 December 2019: INR 2,077 million) has been pledged
assets amounted to approximately Baht 1,144 million (The Company as collateral against non-convertible debenture as stated in
only: Baht 820 million) (31 December 2019: Baht 1,108 million Note 23 to financial statements and partial property, plant
(The Company only: Baht 758 million)). and equipment of the subsidiary has been pledged as collateral
against bank overdrafts as stated in Note 19 to financial
As at 31 December 2019, the Company has pledged all machinery statements.
of TPAC Packaging (Bangna) Company Limited amounting to
Baht 45 million as collateral against long-term loan from bank
which was redeemed by the Company in January 2020.

ANNUAL REPORT 2020 135

16 GOODWILL
Movements in goodwill in the consolidated financial statements for the year ended 31 December 2020 and 2019 are
summarised below.

(Unit: Thousand Baht)

TPAC Packaging India Sun Packaging

Private Limited Systems (FZC) Total

Balance as at 1 January 2019 942,636 - 942,636

Increase from acquisition of subsidiary - 168,733 168,733

Translation adjustment (96,436) (4,795) (101,231)

Balance as at 31 December 2019 846,200 163,938 1,010,138

Translation adjustment (7,686) (635) (8,321)

Balance as at 31 December 2020 838,514 163,303 1,001,817

The Group allocated goodwill arising from business combination of the assets, using projections of cash inflows that were prepared
to each cash-generating unit for the purpose of performing with reference to financial projections approved by the
annual impairment testing by assessing the recoverable management and that covered a 5-year period for both
amount of each cash-generating unit based on the value in use companies.

The significant assumptions used in determining the value in use were as follows:

TPAC Packaging India Sun Packaging

Private Limited Systems (FZC)

Sales growth rate 7% - 8% 8%

Pre-tax discount rate 13% 10%

The management determined the sales growth rates of each Management believes that any reasonably possible change in
subsidiary based on historical operating results, markets the key assumptions on which the units’ (group of units’)
and production capacity. The pre-tax discount rates reflect recoverable amount are based would not cause the units’ (group
the specific risk profit of each company. The management of units’) carrying amount to exceed its recoverable amount.
believed there is no impairment of goodwill.

136 THAI PLASPAC PLC.

17 INTANGIBLE ASSETS

The net book value of intangible assets as at 31 December 2020 and 2019 is presented below.

(Unit: Thousand Baht)

Consolidated financial statements

Tradename Customer relationship Computer software Total

1 January 2019 222,824 180,141 9,155 412,120

Additions - - 3,207 3,207

Increase from acquisition of
subsidiaries - 73,572 - 73,572

Translation adjustment (22,687) (19,973) (82) (42,742)

31 December 2019 200,137 233,740 12,280 446,157

Additions - - 439 439

Translation adjustment (1,818) (1,748) (13) (3,579)

31 December 2020 198,319 231,992 12,706 443,017

Accumulated amortisation:

1 January 2019 3,052 8,170 3,929 15,151

Amortisation for the year 8,399 26,721 1,457 36,577

Translation adjustment (704) (1,933) (35) (2,672)

31 December 2019 10,747 32,958 5,351 49,056

Amortisation for the year 8,224 32,117 1,406 41,747

Translation adjustment (367) (1,405) (23) (1,795)

31 December 2020 18,604 63,670 6,734 89,008

Allowance for impairment loss:

31 December 2019 - - 510 510

31 December 2020 - - 510 510

Net book value:

31 December 2019 189,390 200,782 6,419 396,591

31 December 2020 179,715 168,322 5,462 353,499

ANNUAL REPORT 2020 137

(Unit: Thousand Baht)

Separate financial statements

Computer
software Total

Cost:

1 January 2019 7,279 7,279

Additions 2,434 2,434

31 December 2019 9,713 9,713

Additions 326 326

31 December 2020 10,039 10,039

Accumulated amortisation:

1 January 2019 3,846 3,846

Amortisation for the year 664 664

31 December 2019 4,510 4,510

Amortisation for the year 765 765

31 December 2020 5,275 5,275

Allowance for impairment loss:

31 December 2019 510 510

31 December 2020 510 510

Net book value:

31 December 2019 4,693 4,693

31 December 2020 4,254 4,254

Tradename
TPAC Packaging India Private Limited assessed the identified countries which are India, Saudi Arabia, United Kingdom
assets on the date of amalgamation between TPAC Packaging and United Arab Emirates amounting to Baht 223 million.
India Private Limited and Sunrise Containers Limited. The expected useful life is 25 years.
The subsidiary granted tradename “Sunpet” registered in four

Customer relationship
TPAC Packaging India Private Limited assessed the identified The Company assessed the identified assets on the date of
assets on the date of amalgamation between TPAC Packaging acquisition of Sun Packaging Systems (FZC) by granted long-
India Private Limited and Sunrise Containers Limited. term relationship with customer from Sun Packaging Systems
The subsidiary granted long-term relationship with customer, (FZC) amounting to Baht 74 million. The expected useful life
from Sunrise Containers Limited amounting to Baht 180 million. is 7.5 years.
The expected useful life is 7.5 years.

138 THAI PLASPAC PLC.

18 WITHHOLDING TAX DEDUCTED AT SOURCE

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Withholding tax in 2017 22,844 22,844 22,844 22,844

Withholding tax in 2018 35,562 35,562 35,546 35,546

Withholding tax in 2019 34,813 34,813 34,811 34,811

Total 93,219 93,219 93,201 93,201

The Company and its subsidiary regards withholding tax the examination of the Company’s accounts by the Revenue
deducted at source as an asset since it has claimed for refund officials.
of it. However, the net realisable value of the tax is subject to

19 BANK OVERDRAFT AND SHORT-TERM LOANS FROM BANKS

(Unit: Thousand Baht)

Interest rate Consolidated

(% per annum) financial statements
2020 2019 2020 2019

Bank overdraft 5.85 - 5.88 - 5,542 -

Short-term loans from banks 1.63 - 2.60 1.73 - 2.52 509,800 377,400

Total 515,342 377,400

(Unit: Thousand Baht)

Interest rate Separate

(% per annum) financial statements
2020 2019 2020 2019

Bank overdraft 5.88 - 4,192 -

Short-term loans from banks 1.63 - 2.00 1.73 - 2.33 464,000 348,400

Total 468,192 348,400

Under the credit facility agreement for short-term and long- Overdraft credit facility of TPAC Packaging India Private Limited
term loans, the Group have to comply with certain financial are secured by the mortgage of property, plant and partial
terms as specified in the agreement, such as maintenance of equipment of the subsidiary as stated in Note 15 to financial
debt to equity ratio and debt service coverage ratio, to be in statements.
line with the rates stipulated in the agreement.

ANNUAL REPORT 2020 139

20 TRADE AND OTHER PAYABLES
(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Trade accounts payable - related parties 12,015 5,658 10,683 5,328

Trade accounts payable - unrelated parties 189,834 150,135 92,866 82,742

Accounts payable for purchasing of fixed
assets 8,920 14,962 1,707 11,478

Accrued expenses 73,225 105,982 15,394 45,963

Other payables 74,960 15,833 58,363 13,761

Total 358,954 292,570 179,013 159,272

21 OTHER CURRENT LIABILITIES

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Advance received for molds 28,736 14,608 14,310 9,895

Others 8,246 9,630 3,063 2,794

Total 36,982 24,238 17,373 12,689

22 LONG-TERM LOANS FROM BANKS

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
Interest rate
Loan (% per annum) Repayment schedule 2020 2019 2020 2019
9.50, 9.30 and as
1 specified in the Quarterly installments as from 26
agreement November 2018 - 86,699 - -
Quarterly installments as from 25
2
MLR - 1.75 February 2019 548,555 663,788 548,555 663,788
Quarterly installments as from 30
3
MLR - 2.00 December 2019 412,251 - 412,251 -

Total 960,806 750,487 960,806 663,788

Less: Deferred financial fees (2,904) (3,685) (2,904) (2,798)

Net 957,902 746,802 957,902 660,990

Less: Current portion (165,249) (134,989) (165,249) (114,347)

Long-term loans, net of current portion 792,653 611,813 792,653 546,643

140 THAI PLASPAC PLC.

Movement of the long-term loans account during the year ended 31 December 2020 are summarised below:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements

Balance as at 1 January 2020 746,802 660,990

Add: Additional borrowings 425,000 425,000

Financial fees amortisation 1,844 958

Less: Repayment (214,681) (127,983)

Financial fees paid (1,063) (1,063)

Balance as at 31 December 2020 957,902 957,902

Loan 1
On 23 July 2018, the meeting of Board of Directors of a subsidiary Under the loan agreement, the subsidiary has to comply with
(TPAC Packaging India Private Limited) passed a resolution certain financial terms as specified in the agreement, such as
to approve a loan from a bank in India in total amount not maintaining of debt to equity ratio and debt service coverage
exceed than INR 1,300 million to invest 80% of shares in Sunrise ratio, to be in line with the rates stipulated in the agreement.
Containers Limited and as a working capital of the subsidiary. The subsidiary is required to obtain approval from the financial
Subsequently, on 8 August 2018, the subsidiary entered into a institutions for dividend payment if their agreed financial
loan agreement with a bank of INR 250 million. The loan carries ratios are not complied with prescribed terms.
interest at the rate of 9.50% and 9.30% per annum during
the first 12 months and 24 months, respectively, from On 26 August 2020, the Company made full repayment of
drawdown date and the interest rate after those periods will the above long-term loan.
be renegotiated as specified in the agreement. The loan was
unsecured but guaranteed by the Company (Corporate
Guarantee) for facilities amount INR 1,150 million. The loan is
repayable by quarterly installments not less than INR 5 million
within 5 years from the drawdown date. The subsidiary had
fully drawn down the loan on 28 August 2018.

Loan 2
On 9 August 2018, the meeting of the Board of Directors of On 22 November 2019, the Company made repayment of
the Company passed a resolution to acknowledge the loan in long-term loan Baht 374.2 million. The loan is repayable by
total amount not exceed than Baht 1,200 million from a bank quarterly installments from Baht 44.4 million to Baht 28.8 million
in Thailand for investment in the subsidiary (TPAC Packaging each.
India Private Limited). Subsequently, on 16 August 2018,
the Company entered into a loan agreement with a bank in Under the loan agreement, the Company has to comply with
the amount of Baht 1,200 million. The loan has no collateral and certain financial terms as specified in the agreement, such as
carries interest at rate of MLR - 1.75 percent per annum. maintaining debt to equity ratio and debt service coverage
The loan is repayable by quarterly installments Baht 44.4 million ratio, to be in line with the rates stipulated in the agreement.
each within 7 years from the drawdown date. The Company The Company is required to maintain a portion of its investment
had fully withdrawn the loan on 20 August 2018. The loan is in the subsidiary and required to obtain approval from
equivalent to other types of debt of the Company (Pari Passu the financial institutions in various matters, including dividends
Inter Se). and assets or income guarantees.

ANNUAL REPORT 2020 141

Loan 3
On 1 October 2020, the Company entered into a loan agreement Under the loan agreement, the Company has to comply with
with a bank in the amount of Baht 425 million to purchase 20% certain financial terms as specified in the agreement, such as
of shares in TPAC Packaging India Private Limited. The loan has maintaining debt to equity ratio and debt service coverage
no collateral with interest at an MLR - 2.00 percent per annum. ratio, to be in line with the rates stipulated in the agreement.
The loan is repayable by quarterly installments with prescribed In addition, the Company has to comply with other terms as
principal repayment in the agreement within 6 years from specified in the agreement, such as the Company is required
the drawdown date. The Company had fully withdrawn to maintain a portion of its investment in the subsidiary and
the loan on 5 October 2020. required to repay principal in case the Company receives div-
idend from the subsidiary.

23 DEBENTURES
23.1

On 24 April 2018, the Annual General Meeting of the Company’s issuance, offering price per unit, term of debentures, maturity
shareholders approved the issuance and offering of debentures period, rights of early redemption, interest rate, repayment
in total amount not exceed than Baht 2,000 million. The Company method and allocation method, etc. As at 31 December 2020,
has authority to determine any relevant terms and details the Company has not issued the debentures.
such as type of debentures, security, offering amount at each

23.2

On 30 June 2018, the meeting of Board of Directors of TPAC Under the terms and conditions of the debentures issuers,
Packaging India Private passed a resolution to issue unsecured the subsidiary has to comply with certain terms and conditions
non-convertible debentures in total amount not exceed than as specified in the agreement, including maintaining debt to
INR 500 million and to issue secured non-convertible debentures equity ratio and debt service coverage ratio. The Company is
in total amount not exceed than INR 1,300 million, within 1 year required to maintain at 80% of shares in its subsidiary.
from the date of resolution to invest 80% of shares in Sunrise The collateral for the issuance of such debentures is land, buildings
Containers Limited and as a working capital of the subsidiary. and equipment of the subsidiary (after the amalgamation
The subsidiary has authority to determine any relevant terms between TPAC Packaging India Private Limited and Sunrise
and details of the debentures. Containers Limited), as well as the Corporate Guarantee.
The subsidiary has to deposit the next interest payment with
On 24 August 2018, the subsidiary has issued non-convertible the trustee as stated in Note 13 to financial statements.
debentures 1,300 units with a par value of INR 1 million,
amounting to INR 1,300 million, with a maturity of 5 years and For issuance of debentures, the Company has expenses from
will continuously repay after 18 months as from issuing issuing such debentures which are deducted from debentures
debentures date, carrying interest at 9.62% per annum. value, and those expenses are recorded as interest expenses.
The interest rate of the debentures can be amended by major
holders of debentures if the credit rating of the debentures is The outstanding balance of long-term debentures as at
lower than BB - assessed by the Credit Rating Agencies or mutual 31 December 2020 are detailed below.
agreement between major shareholders and the subsidiary.
The debentures are equivalent to other types of debt of
the Company (Pari Passu Inter Se) and are listed on BSE in India.
The subsidiary has the right to redeem premature debentures
in a defined proportion.

(Unit: Thousand Baht)

Consolidated
financial statements
Term Interest rate Interest
Debenture Issue date Maturity date (years) (% per annum) payment 2020 2019
9.62%
/specified every 6
1 24 August 2018 24 August 2023 5 condition months 478,647 536,705

Less: Deferred cost of issuing debentures (12,315) (18,634)

Net 466,332 518,071

Less: Current portion (76,025) (53,671)

Long-term debentures, net of current portion 390,307 464,400

142 THAI PLASPAC PLC.

Movement of debentures during the year ended 31 December 2020 are summarised below:
(Unit: Thousand Baht)

Consolidated
financial statements

Balance as at 1 January 2020 518,071

Add: Cost of issuing debentures amortisation 6,949

Less: Repayment (55,334)

Translation adjustment (3,354)

Balance as at 31 December 2020 466,332

24 LEASES

The Group as a lessee

The Group has lease contracts for various items of property, plant, and equipment used in its operations. Leases generally have
lease terms between 2 - 25 years (The Company only: 2 - 3 years).

24.1 Right-of-use assets

Movement of right-of-use assets for the year ended 31 December 2020 are summarised below:

(Unit: Thousand Baht)

Consolidated financial statements

Buildings and
Land and land building Furniture and Motor
improvement improvement office equipment vehicles Total
Net book value as at
31 December 2019 - - - - -
Adjustments of right-of-use assets
due to TFRS 16 adoption 15,263 77,755 998 1,385 95,401
Net book value as at
1 January 2020 15,263 77,755 998 1,385 95,401

Depreciation for the year (1,982) (6,694) (419) (511) (9,606)

Translation adjustment 35 31 - - 66
Net book value as at
31 December 2020 13,316 71,092 579 874 85,861

ANNUAL REPORT 2020 143

(Unit: Thousand Baht)

Separate financial statements

Buildings and
building Furniture and Motor
improvement office equipment vehicles Total

Net book value as at 31 December 2019 - - - -

Adjustments of right-of-use assets
due to TFRS 16 adoption 3,261 591 1,385 5,237

Net book value as at 1 January 2020 3,261 591 1,385 5,237

Depreciation for the year (1,071) (273) (511) (1,855)

Net book value as at 31 December 2020 2,190 318 874 3,382

24.2 Lease liabilities

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Lease payments 123,627 - 3,631 -

Less: Deferred interest expenses (35,713) - (170) -

Total 87,914 - 3,461 -

Less: Portion due within one year (7,006) - (1,885) -

Lease liabilities - net of current
portion 80,908 - 1,576 -

Movement of long-term lease liabilities for the year ended 31 December 2020 are summarised below:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements

Net book value as at 31 December 2019 - -

Adjustments of lease liabilities due to
TFRS 16 adoption 95,401 5,237

Net book value as at 1 January 2020 95,401 5,237

Increase from interest payment 5,153 210

Decrease from repayment (12,381) (1,986)

Translation adjustment (259) -

Translation adjustment 87,914 3,461

A maturity analysis of lease payments is disclosed in Note 39.2 under the liquidity risk.

144 THAI PLASPAC PLC.

24.3 Expenses relating to leases that are recognised in profit or loss
(Unit: Thousand Baht)

For the year ended 31 December 2020

Consolidated Separate
financial statements financial statements

Depreciation expense of right-of-use assets 9,606 1,855

Interest expense on lease liabilities 5,153 210

Expense relating to short-term leases 5,411 4,284

Expense relating to leases of low-value assets 7,091 1,846

24.4 Others

The Group had total cash outflows for leases for the year ended assets and lease liabilities of 95 million (The Company only:
31 December 2020 of Baht 12 million, including the cash outflow Baht 5 million). The future cash outflows relating to leases
related to short-term lease, leases of low-value assets and that have not yet commenced are disclosed in Note 37.2 to
variable lease payments that do not depend on an index or a rate. the financial statements.
Moreover, the Group had non-cash additions to right-of-use

ASSETS ASSOCIATED WITH CALL OPTIONS GRANTED TO HOLDERS OF

25 NON-CONTROLLINGINTERESTS/LIABILITIES ASSOCIATED WITH PUT
OPTIONS GRANTED TO HOLDERS OF NON-CONTROLLING INTERESTS

TPAC Packaging India Private Limited

On 15 November 2017, the Company entered into Implementation The Company does not have an unconditional right to avoid
Agreement and Shareholders Agreement between the Company, the delivery of cash if holders of non-controlling interests
Sunrise Containers Limited and former shareholders. Former exercise their put options. Put options granted to holders of
shareholders have put options which were rights to sell all non-controlling interests are summarised below.
remaining 20% of shares in TPAC Packaging India Private Limited
to the Company.

First exercise of put options:

Within 90 days from the adoption date of the audited accounts holders of non-controlling interest have right of put options to
of TPAC Packaging India Private Limited which already approved sell all their shares at the option price based on specified terms
from its Annual General Meeting of the shareholders for and conditions as stated in the agreement.
the financial year 2020-2021 but no later than 30 September 2021,

Second exercise of put options:

During the period 29 August 2024 - 28 August 2025, holders of On 22 September 2020, the Company entered into share
non-controlling interest have right of put options to sell all purchase agreement between the Company, and former
their shares at the fair market value. shareholders to purchase 20% of shares in TPAC Packaging
India Private Limited in total of INR 1,115.8 million or Baht
481.9 million, and put options and call options were cancelled,
as described in Note 14 to the financial statements.

ANNUAL REPORT 2020 145

Sun Packaging Systems (FZC)

On 24 April 2019, the Company entered into Shareholders in Sun Packaging Systems (FZC) from Bhatia Investment Holding
Agreement between the Company, Sun Packaging Systems Limited. Call options granted to holders of non-controlling
(FZC) and Kishore Kumar Tarachand Bhatia. The Company has interests are summarised below.
call options which were rights to buy all remaining 11% of shares

First exercise of call options:

Within 6 months from 24 April 2022, the option price is based on specified terms and conditions as stated in the agreement.

Second exercise of call options:

Within 6 months from 24 April 2024, the option price is based with call options granted to holders of non-controlling interests
on specified terms and conditions as stated in the agreement. amount Baht 8.8 million in consolidated and separate financial
As at 31 December 2020, the Company recorded assets associated statements (31 December 2019: Baht 8.8 million).

26 PROVISION FOR LONG-TERM EMPLOYEE BENEFITS

Provision for long-term employee benefits as at 31 December 2020 and 2019 were as follows:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019
Provision for compensation on
employees’ retirement 61,514 55,701 37,492 32,961

Provision for long service awards 3,953 3,924 3,726 3,750

Other provisions 5,431 1,461 - -

Total 70,898 61,086 41,218 36,711

146 THAI PLASPAC PLC.

Provision for long-term employee benefits, which represents compensation payable to employees after they retire from
the Group, was as follows:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019
Provision for long-term employee benefits
at beginning of year 61,086 35,929 36,711 22,227

Increase of provision for long-term employee

benefits from acquisition of subsidiary - 3,403 - -

Included in profit or loss:

Current service cost 16,436 7,556 6,683 3,955

Interest cost 1,199 1,695 583 810

Past service cost - 8,766 - 5,468

Included in other comprehensive income:

Actuarial loss arising from

Demographic assumptions changes - 225 - 670

Financial assumptions changes 955 8,488 - 4,605

Experience adjustments 316 (62) - 168

Benefits paid during the year (8,658) (4,250) (2,759) (1,192)

Translation adjustment (436) (664) - -

Provisions for long-term employee
benefits at end of year 70,898 61,086 41,218 36,711

Line items in profit or loss under which long-term employee benefit expenses are recognised are as follows:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Cost of sales 12,823 11,848 4,542 5,988

Selling and administrative expenses 4,812 6,169 2,724 4,245

Total expenses recognised in profit or loss 17,635 18,017 7,266 10,233

ANNUAL REPORT 2020 147

The Group expect to pay Baht 8.3 million of long-term As at 31 December 2020, the weighted average duration of
employee benefits during the next year (The Company only: the liabilities for long-term employee benefit is 6 - 17 years
Baht 3.5 million) (31 December 2019: 8.1 million (The Company (The Company only: 10 years) (31 December 2019: 7 - 17 years
only: Baht 2.7 million)). (The Company only: 11 years)).

Significant actuarial assumptions are summarised below:

(Unit: Percent per annum)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Discount rate 1.41 - 6.50 1.41 - 7.20 1.59 1.59

Salary increase rate 1-8 1-8 1-5 1-5

Turnover rate 0 - 33 0 - 33 0 - 33 0 - 33

The result of sensitivity analysis for significant assumptions that affect the present value of the long-term employee benefit
obligation as at 31 December 2020 and 2019 are summarised below:

(Unit: Million Baht)

As at 31 December 2020
Consolidated Separate
financial statements financial statements
Increase 1% Decrease 1% Increase 1% Decrease 1%

Discount rate (6.8) 8.0 (3.8) 5.5

Salary increase rate 7.7 (6.7) 4.2 (3.6)

Turnover rate (5.5) 2.5 (4.0) 1.8

(Unit: Million Baht)

As at 31 December 2019
Consolidated Separate
financial statements financial statements
Increase 1% Decrease 1% Increase 1% Decrease 1%

Discount rate (5.9) 6.9 (3.3) 3.9

Salary increase rate 6.3 (5.5) 3.4 (2.9)

Turnover rate (4.9) 2.1 (3.5) 1.6

148 THAI PLASPAC PLC.

Amendments to the law relating to the legal severance pay rates

On 5 April 2019, The Labor Protection Act (No. 7) B.E. 2562 was 5 May 2019. This change is considered a post-employment
announced in the Royal Gazette. This stipulates additional legal benefits plan amendment and the Group have additional
severance pay rates for employees who have worked for an long-term employee benefit liabilities of Baht 8.8 million
uninterrupted period of twenty years or more, with such (The Company only: Baht 5.5 million) as a result. The Group
employees entitled to receive not less than 400 days’ reflects the effect of the change by recognising past service
compensation at the latest wage rate. The law is effective from costs as expenses in the income statement of the year 2019.

27 SHARE CAPITAL

On 15 October 2019, the Extraordinary General Meeting of Shareholders No. 2/2019 approved the following resolutions:

1 2
The registered share capital, which have not been distributed, The registered share capital increased by issuing new
decreased by 1,182,324 shares at par value of Baht 1 each, 72,732,324 shares at par value of Baht 1 each, totaling Baht
totaling Baht 1,182,324. The Company registered the decrease in 72,732,324. The Company registered the increase in share capital
share capital with the Ministry of Commerce on 22 November 2019. with the Ministry of Commerce on 27 November 2019.

3
An allocation of 72,732,324 additional shares are to existing
shareholders at Baht 11 per share with allocation ratio at
3.4898 shares per 1 new share, and shareholders have right to
reserve new shares more than allocation ratio.

During 14 - 20 November 2019, the Company allocated additional issuance totaling Baht 3.2 million was deducted from share
72,732,323 shares at Baht 11 per share, and received totaling premium.
Baht 800 million. The expense in respect of additional share

28 STATUTORY RESERVE
Pursuant to Section 116 of the Public Limited Companies Act During the year 2020, the Company transferred retaining earnings
B.E. 2535, the Company is required to set aside to a statutory to a statutory reserve by Baht 4 million (2019: Baht 3 million).
reserve at least 5% of its net profit after deducting accumulated
deficit brought forward (if any), until the reserve reaches 10% of
the registered capital. The statutory reserve is not available for
dividend distribution.

ANNUAL REPORT 2020 149

29 FINANCE COST
(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Interest expenses on borrowings 100,188 140,955 33,819 64,223

Interest expenses on lease liabilities 5,153 - 210 -

Total 105,341 140,955 34,029 64,223

30 EXPENSES BY NATURE
Significant expenses classified by nature are as follow:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Salaries, wages and other employee benefits 541,131 488,503 317,016 295,279

Depreciation and amortisation 320,954 291,217 130,616 117,408

Raw materials and consumables used 1,985,611 2,004,498 686,308 706,199

Changes in inventories of finished goods and
work in process (13,669) 24,537 (11,118) 12,707

31 INCOME TAX

Income tax expenses for the years ended 31 December 2020 and 2019 are made up as follows:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Current income tax: 3,890

Interim corporate income tax charge 33,855 10,647 33,855

Deferred tax: (1,785)

Relating to origination and reversal of temporary

differences
49,009 (6,445) (1,135) (1,089)

Relating to actuarial loss

(398) (1,961) - -

Effect of the change in tax rate

- (12,761) -
Income tax expenses (income) reported
in the statement of comprehensive income 82,466 (10,520) 32,720 1,016

150 THAI PLASPAC PLC.

The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2020
and 2019 are as follows:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Deferred tax relating to actuarial loss (398) (1,961) - (1,089)

The reconciliation between accounting profit and income tax expense is shown below.

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Accounting profit before tax 438,604 154,500 188,733 64,159

0%, 8%, 0%, 20%,
Applicable tax rate
20%, 25.17% 25.17% 8%, 20% 20%
Accounting profit before tax multiplied
by income tax rate 84,054 41,472 37,747 12,832

Effect of the change in tax rate - (12,761) - -

Effects of:

Non-deductible expenses 2,982 3,956 1,958 2,374

Additional expense deductions allowed (5,826) (6,686) (5,826) (5,727)

Dividend which exempted corporate income tax - - - (5,680)

Adjustment in respect of income tax of previous year - 585

Unused tax loss (46,307) (52,515) - -

Others 47,563 15,429 (1,159) (2,783)

Total (1,588) (39,231) (5,027) (11,816)

Income tax expenses (income) reported in
the statement of comprehensive income 82,466 (10,520) 32,720 1,016

ANNUAL REPORT 2020 151

The components of deferred tax assets and deferred tax liabilities as at 31 December 2020 and 2019 are as follows:

(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Deferred tax assets

Allowance for expected credit losses

(2019: Allowance for doubtful accounts) 791 361 - -

Allowance for diminution in value of inventories 645 455 314 100

Allowance for assets impairment 125 125 125 125

Accumulated depreciation - equipment 242 223 242 223

Provision for long-term employee benefits 8,851 7,710 8,244 7,342

Contingent liabilities 1,067 1,163 - -

Cost of amalgamation of subsidiary 242 354 - -

Unused tax loss 41,354 52,515 - -

Total 53,317 62,906 8,925 7,790
Deferred tax liabilities
Accumulated depreciation - building and equipment 139,968 103,011 - -
Total 139,968 103,011 - -
Deferred tax assets (liabilities) - net (86,651) (40,105) 8,925 7,790

As at 31 December 2020 and 2019, TPAC Packaging India Private As at 31 December 2020 and 2019, the Company considered
Limited has accumulated unused tax loss in total of INR 511 million that no temporary differences associated with investments in
and INR 503 million which has taxable benefit years as granted subsidiaries for which deferred tax liability has been recognised
by law. One of subsidiaries has unused tax loss on which deferred as the Company has been approved to be International
tax assets have not been recognised in total of Baht 54 million Business Center, and one of subsidiary has accumulated
(31 December 2019: Nil). unused tax loss.

International Business Center

On 24 June 2019, the Revenue Department approved the Company trade with tax benefits for 15 accounting periods as from
to be International Business Center in providing management 1 June 2019 to 31 December 2033 under specified requirements.
services, technical services, supporting services, and international

Benefits from amalgamation - TPAC Packaging India Private Limited

TPAC Packaging India Private Limited granted benefits from respect of difference between fair value and book value of
amalgamation. The subsidiary is able to utilise tax benefit in property, plant and equipment, intangible assets, and goodwill.

152 THAI PLASPAC PLC.

Exemption of corporate income tax for companies located in Sharjah Airport
International Free Zone in United Arab Emirates
Sun Packaging System (FZC) located in Sharjah Airport granted corporate income tax exemption for 50 years as from
International Free Zone in United Arab Emirates, and the subsidiary’s founding date in 2004.

32 PROMOTIONAL PRIVILEGES

The Company has received promotional privileges from These two investment promotion certificates have been
the Board of Investment for the manufacture of plastic withdrawn all promotional privileges on 15 September 2020.
consumer packaging, pursuant to the investment promotion
certificate No. 59-1321-1-03-1-0 issued on 17 October 2016 and During the year, the Company had not generated revenues
No. 59-1322-1-03-1-0 issued on 17 October 2016. Subject to certain from operations in respect of these two certificates.
imposed conditions, the privileges include an exemption from
corporate income tax for a period of 8 years from the date
the promoted operations begin generating revenues.

33 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing profit for The following table sets forth the computation of basic and diluted
the year attributable to equity holders of the Company (excluding earnings per share:
other comprehensive income) by the weighted average number
of ordinary shares in issue during the year.

Consolidated financial statements

Weighted average Earnings
Profit for the year number of ordinary shares per share
2020 2019 2020 2019 2020 2019
(Thousand (Thousand (Thousand (Thousand
Baht) Baht) shares) shares) (Baht) (Baht)

Basic earnings per share

Profit attributable to equity holders

of the parent 321,979 138,841 326,550 260,593 0.99 0.53

Separate financial statements

Weighted average Earnings
Profit for the year number of ordinary shares per share
2020 2019 2020 2019 2020 2019
(Thousand (Thousand (Thousand (Thousand
Baht) Baht) shares) shares) (Baht) (Baht)

Basic earnings per share

Profit attributable to equity holders

of the parent 156,013 62,054 326,550 260,593 0.48 0.24

ANNUAL REPORT 2020 153

34 SEGMENT INFORMATION
Operating segment information is reported in a manner and TPAC Packaging (Bangna) Company Limited, and oversea
consistent with the internal reports that are regularly reviewed countries which consists of India as operated by TPAC Packaging
by the chief operating decision maker. The chief operating India Private Limited, and United Arab Emirate as operated by
decision maker has been identified as Board of Directors. Sun Packaging Systems (FZC).
The basis that used to measure operating profit or loss of segment
is same as the basis that used to measure operating profit or The basis of accounting for any transactions between reportable
loss in the financial statements. geographical segments is consistent with that for third party
transactions.
For management purposes, the Company and its subsidiaries
are principally engaged in the manufacture and distribution The revenue and profit information by geographical segment
of plastic packaging. Their operations are carried on in two in the consolidated financial statements for the year ended
geographic areas in Thailand which consists of the Company 31 December 2020 and 2019 are as follows:

(Unit: Thousand Baht)

For the year ended 31 December

Elimination of
inter-segment
Thailand Overseas countries revenues Consolidation
2020 2019 2020 2019 2020 2019 2020 2019

Sales to external customers 1,795,754 1,747,525 2,187,029 2,008,259 - - 3,982,783 3,755,784

Inter-segment sales 20,659 21,368 13,419 4,956 (34,078) (26,324) - -

Total sales 1,816,413 1,768,893 2,200,448 2,013,215 (34,078) (26,324) 3,982,783 3,755,784

Segment operating profit 182,508 104,024 359,292 191,620 (309) (188) 541,491 295,456

Unallocated income and expenses:

Finance cost (105,341) (140,955)

Income tax revenues (expenses) (82,864) 8,559

Profit for the year 353,286 163,060

Major customers
During the year ended 31 December 2020 and 2019, the Group have no major customer with revenue of 10 percent or more of
the Company and its subsidiaries’ revenues.

35 PROVIDENT FUND

The Group and its employees have jointly established a provident Bank Public Company Limited, will be paid to employees upon
fund in accordance with the Provident Fund Act. B.E. 2530. termination in accordance with the fund rules. During the year
Both employees and the Group contributed to the fund monthly 2020, the Group contributed by Baht 6.5 million (The Company
at the rate of 5% of basic salary. The fund, which is managed only: Baht 5.7 million) (31 December 2019: Baht 6 million
by Bank of Ayudhaya Public Company Limited and Thanachart (The Company only: Baht 5.3 million)) to the fund.

154 THAI PLASPAC PLC.

36 DIVIDENDS

Dividends Approved by Total dividends Dividend per share

(Thousand Baht) (Baht)

Annual General Meeting

Final dividends for 2019 of the shareholders
on 21 April 2020 40,819 0.125

Total dividends for 2020 40,819 0.125

37 COMMITMENTS AND CONTINGENT LIABILITIES

37.1 Capital commitments

As at 31 December 2020, the Company and its subsidiaries had only: Baht 13.5 million, USD 0.4 million, EUR 0.6 million and JPY
capital commitments totaling approximately Baht 14.3 million, 4.8 million) (31 December 2019: Baht 15.6 million, USD 0.1 million
USD 1.0 million, EUR 0.6 million, JPY 10.6 million and INR 111.9 million and INR 64.4 million relating to acquisition of machinery and
relating to acquisition of machinery and molds (The Company molds (The Company only: Baht 13.2 million)).

37.2 Guarantees

As at 31 December 2020, there were outstanding bank the Group (The Company only: Baht 14 million) (31 December 2019:
guarantees to guarantee electricity and other utilities use of Baht 19 million and INR 59 million (The Company only: Baht
Baht 20 million and INR 33 million issued by banks on behalf of 13 million)).

37.3 Litigations

TPAC Packaging India Private Limited has been carrying excise department. Currently, litigation is in progress pertaining to such
duty and service tax under dispute amounting to INR 14 million disputes at Courts in India. The management of subsidiary has
(31 December 2019: INR 26 million). These contingent liabilities set aside provision for the potential losses to such case
have arisen pursuant to notice received from Indirect tax amounting to INR 11 million (31 December 2019: INR 11 million).

ANNUAL REPORT 2020 155

38 FAIR VALUE HIERARCHYS

As at 31 December 2020, the Group had the assets and liabilities that were measured at fair value using different levels of inputs as
follows:
(Unit: Million Baht)

Consolidated and Separate

financial statements
As at 31 December 2020
Level 1 Level 2 Level 3 Total

Assets measured at fair value

Financial assets measured at FVTPL

Other current financial assets

Foreign exchange forward contracts - 0.2 - 0.2

Assets associated with call options
granted by holders of non-controlling interests - - 8.8 8.8

As at 31 December 2019, the Group had the assets and liabilities that were measured or disclosed at fair value using different
levels of inputs as follows:

(Unit: Million Baht)

Consolidated financial statements

As at 31 December 2019
Level 1 Level 2 Level 3 Total

Financial assets measured at fair value

Other current financial assets

Investments in open-end fund - 6.3 - 6.3
Assets associated with call options
granted by holders of non-controlling interests - - 8.8 8.8

Financial assets for which fair value are disclosed

Derivatives

Foreign exchange forward contracts - 0.2 - 0.2

(Unit: Million Baht)

Consolidated financial statements

As at 31 December 2019
Level 1 Level 2 Level 3 Total

Financial assets measured at fair value

Assets associated with call options granted

by holders of non-controlling interests - - 8.8 8.8

Financial assets for which fair value are disclosed

Derivatives

Foreign exchange forward contracts - 0.2 - 0.2

156 THAI PLASPAC PLC.

39 FINANCIAL INSTRUMENTS

39.1 Derivatives
(Unit: Thousand Baht)

Consolidated Separate
financial statements financial statements
2020 2019 2020 2019

Derivative assets

Derivative assets not designated as hedging

instruments

Foreign exchange forward contracts 165 - 165 -

Total derivative assets 165 - 165 -

Derivatives not designated as hedging instruments

The Group uses foreign exchange forward contracts to manage into for periods consistent with foreign currency exposure of
some of its transaction exposures. The contracts are entered the underlying transactions, generally from January - March 2021.

39.2 Financial risk management objectives and policies

The Group’s financial instruments principally comprise cash and trade and other payables, long-term loans, and debentures.
cash equivalents, restricted bank deposits, trade and other The financial risks associated with these financial instruments
receivables, bank overdraft and short-term loans from banks, and how they are managed is described below.

Credit risk
The Group is exposed to credit risk primarily with respect to stated in the statement of financial position. The Group’s
trade accounts receivable, deposits with banks, and other maximum exposure relating to derivatives is noted in the
financial instruments. Except for derivatives, the maximum liquidity risk topic
exposure to credit risk is limited to the carrying amounts as

Trade receivables
The Group manages the risk by adopting appropriate credit An impairment analysis is performed at each reporting date to
control policies and procedures and therefore does not expect measure expected credit losses. The provision rates are based
to incur material financial losses. Outstanding trade receivables on days past due. The calculation reflects the probability
are regularly monitored and major customers are diversified as -weighted outcome, the time value of money and reasonable
the Group has various customer base and they are reputable and supportable information that is available at the reporting
customers. date about past events, current conditions and forecasts of
future economic conditions.

ANNUAL REPORT 2020 157

Liquidity risk
The Group monitors the risk of a shortage of liquidity through The table below summarises the maturity profile of the Group’s
the use of bank overdrafts, bank loans, debentures, and lease non-derivative financial liabilities and derivative financial
contracts. The Group has access to a sufficient variety of sources instruments as at 31 December 2020 based on contractual
of funding. undiscounted cash flows, and included interest payment:

(Unit: Thousand Baht)

Consolidated financial statements

On Less than 1 to 5 More than
demand 1 year years 5 years Total

Non-derivatives

Bank overdraft and short-term loans from banks 18,072 499,466 - - 517,538

Trade and other payables - 358,954 - - 358,954

Lease liabilities - 11,767 49,789 62,376 123,932

Long-term loans from banks - 196,696 858,267 - 1,054,963

Debentures - 123,902 457,709 - 581,611

Total non-derivatives 18,072 1,190,785 1,365,765 62,376 2,636,998

(Unit: Thousand Baht)

Separate financial statements

On Less than 1 to 5 More than
demand 1 year years 5 years Total

Non-derivatives

Bank overdraft and short-term loans from banks 18,072 452,027 - - 470,099

Trade and other payables - 179,013 - - 179,013

Lease liabilities - 2,008 1,624 - 3,632

Long-term loans from banks - 196,696 858,267 - 1,054,963

Total non-derivatives 18,072 829,744 859,891 - 1,707,707

Market risk
There are three types of market risk comprising currency risk, enters into foreign exchange forward contracts to hedge
interest rate risk, and plastic polymers price risk. The Group the foreign currency risk arising on sales transactions.

158 THAI PLASPAC PLC.

Foreign currency risk
The Group’s exposure to the foreign currency risk relates As at 31 December 2020 and 2019, the balances of financial
primarily to its sales transactions that are denominated in foreign assets and liabilities denominated in foreign currencies are
currencies. The Group seeks to reduce this risk by entering summarised below.
into foreign exchange forward contracts when it considers
appropriate. Generally, the forward contracts mature within
one year.

Consolidated financial statements

Financial assets Financial liabilities Average exchange rate
Foreign currency 2020 2019 2020 2019 2020 2019
(Thousand) (Thousand) (Thousand) (Thousand) (Baht per 1 currency unit)

US Dollar 2,796 2,657 526 597 30.0371 30.1540

Euro 161 3 57 42 36.8764 33.7311

Pound Sterling 13 12 - - 40.6403 39.5217

Singapore Dollar - - 6 - 22.6632 -

Dirham United Arab Emirates - - 24 - 8.1774 -

Separate financial statements

Financial assets Financial liabilities Average exchange rate
Foreign currency 2020 2019 2020 2019 2020 2019
(Thousand) (Thousand) (Thousand) (Thousand) (Baht per 1 currency unit)

US Dollar 993 1,072 31 431 30.0371 30.1540

Euro - - - 32 36.8764 33.7311

Singapore Dollar - - 6 - 22.6632 -

As at 31 December 2020, the Company and its subsidiaries had foreign exchange contracts outstanding are summarised below.

Consolidated and Separate financial statements

Contractual exchange rate
Foreign currency Bought Bought
amount Sold amount amount Sold amount Contractual maturity date
(Thousand) (Thousand) (Baht per 1 foreign currency unit)

US Dollar - 848 - 29.82 - 31.29 6 January 2021 - 29 March 2021

As at 31 December 2019, the Company and its subsidiaries had foreign exchange contracts outstanding are summarised below.

Consolidated and Separate financial statements

Contractual exchange rate
Foreign currency Bought Bought
amount Sold amount amount Sold amount Contractual maturity date
(Thousand) (Thousand) (Baht per 1 foreign currency unit)

US Dollar - 878 - 30.10 - 30.58 2 January 2020 - 2 November 2020

ANNUAL REPORT 2020 159

Foreign currency sensitivity

The Group has no significant impact on the Group’s profit derivatives as at 31 December 2020, as from a reasonably
before tax and equity due to changes in the fair value of monetary possible change in exchange rates within next one year,
assets and liabilities including non-designated foreign currency with all other variables held constant.

Interest rate risk

The Group’s exposure to interest rate risk relates primarily to As at 31 December 2020 and 2019, significant financial assets
its cash and cash equivalents, restricted bank deposits, bank and liabilities classified by type of interest rate are summarised
overdraft and short-term loans from banks, long-term loans, in the table below, with those financial assets and liabilities
and debentures. Most of the Group’s financial assets and that carry fixed interest rates further classified based on
liabilities bear floating interest rates or fixed interest rates the maturity date, or the repricing date if this occurs before
which are close to the market rate. the maturity date.

(Unit: Million Baht)

Consolidated financial statements

As at 31 December 2020
Fixed interest rates Non-
Within 1-5 Floating interest Effective
1 year years interest rate bearing Total interest rate
(% per annum)

Financial assets

Cash and cash equivalents - - 173 23 196 Note 8

Trade and other receivables - - - 826 826 -

Restricted bank deposits 23 - - - 23 Note 13

23 - 173 849 1,045

Financial liabilities

Bank overdraft and short-term

loans from banks 515 - - - 515 Note 19

Trade and other payables - - - 359 359 -

Long-term loans from banks - - 958 - 958 Note 22

Debentures 76 390 - - 466 Note 23

591 390 958 359 2,298

160 THAI PLASPAC PLC.

(Unit: Million Baht)

Separate financial statements

As at 31 December 2020
Fixed interest rates Non-
Within 1-5 Floating interest Effective
1 year years interest rate bearing Total interest rate
(% per annum)

Financial assets

Cash and cash equivalents - - 3 3 6 Note 8

Trade and other receivables - - - 394 394 -

- - 3 397 400

Financial liabilities

Bank overdraft and short-term

loans from banks 468 - - - 468 Note 19

Trade and other payables - - - 179 179 -

Long-term loans from banks - - 958 - 958 Note 22

468 - 958 179 1,605

(Unit: Million Baht)

Consolidated financial statements

As at 31 December 2020
Fixed interest rates Non-
Within 1-5 Floating interest Effective
1 year years interest rate bearing Total interest rate
(% per annum)

Financial assets

Cash and cash equivalents - - 8 27 35 Note 8

Time deposits from 3 months
to 1 year 49 - - 7 56

Trade and other receivables - - - 784 784 Note 9

Restricted bank deposits 26 - - - 26 -

Time deposits more than 1 year - 9 - - 9 Note 13

75 9 8 818 910 Note 9

Financial liabilities

Short-term loans from banks 377 - - - 377 Note 19

Trade and other payables - - - 293 293 -

Long-term loans from banks 21 65 661 - 747 Note 22

Debentures 54 464 - - 518 Note 23

452 529 661 293 1,935

ANNUAL REPORT 2020 161

(Unit: Million Baht)

Separate financial statements

As at 31 December 2019
Fixed interest rates Non-
Within 1-5 Floating interest Effective
1 year years interest rate bearing Total interest rate
(% per annum)

Financial assets

Cash and cash equivalents - - 5 2 7 Note 8

Trade and other receivables - - - 358 358 -

- - 5 360 365

Financial liabilities Note 19

Short-term loans from banks 348 - - - 348 -

Trade and other payables - - - 159 159 Note 22

Long-term loans from banks - - 661 - 661

348 - 661 159 1,168

Interest rate sensitivity

The Group has no significant impact on the Group’s profit in floating interest rate as at 31 December 2020, as from a
before tax and equity due to changes in the fair value of reasonably possible change in interest rates within next
monetary assets and liabilities to a reasonably possible change one year, with all other variables held constant.

Plastic polymers price risk

The Group is affected from a fluctuation of plastic polymers, The Group’s Board of Directors has developed and enacted a
as operations of the Group require to purchase plastic polymers, risk management strategy for plastic polymers price risk by
main raw material, for production. The Group has risk related having customer arrangements which allow the Group to
to change in plastic polymers price of forecasted plastic adjust pricing to be in line with quarterly price movement of
polymers to be consumed. plastic polymers and diversified the risk of supply disruptions
by purchasing plastic polymers from multiple local suppliers.

162 THAI PLASPAC PLC.

39.3 Fair values of financial instruments

Since the majority of the Group’s financial instruments are The methods and assumptions used by the Grouping estimating
short-term in nature or carrying interest at rates close to the fair value of financial instruments are as follows:
the market interest rates, their fair value is not expected to
be materially different from the amounts presented in the
statement of financial position.

1 2
For financial assets and liabilities which have short-term The fair value of fixed rate debentures and long-term loans is
maturities, including cash and cash equivalents, accounts estimated by discounting expected future cash flow by
receivable, account payable, bank overdraft and short-term the current market interest rate of loans with similar terms
loans from banks, the carrying amounts in the statement of and conditions.
financial position approximate their fair value.

3 4
The carrying amounts of debentures and long-term loans The fair value of derivatives has been determined using a
carrying interest at rates approximating the market rate, discounted future cash flow model and a valuation model
in the statement of financial position approximates their fair technique. Most of the inputs used for the valuation are
value. observable in the relevant market, such as spot rates of foreign
currencies, yield curves of the respective currencies. The Group
considers to counterparty credit risk when determining
the fair value of derivatives

During the current year, there were no transfers within the fair value hierarchy.

39.4 Reconciliation of recurring fair value measurements, of assets and liabilities,

categorised within Level 3 of the fair value hierarchy
(Unit: Million Baht)

Consolidated and Separate

financial statements

Assets associated with call options

granted by holders of
non-controlling interests Total

Balance as at 31 December 2019 8.8 8.8

Balance as at 31 December 2020 8.8 8.8

Key assumptions used in the valuation are summarised below

Significant
Valuation unobservable Sensitivity of the input
Financial instruments technique inputs Rates to fair value
1% increase (decrease) in
the stock price and strike
price would result in Baht
Assets associated with call options granted by Black Scholes Stock price and 0.16 0.1 million increase
holders of non-controlling interests Model strike price AED/share (decrease) in fair value

ANNUAL REPORT 2020 163

40 CAPITAL MANAGEMENT

The primary objective of the Company and its subsidiaries’ shareholder value. As at 31 December 2020, the Company and
capital management is to ensure that it has appropriate capital its subsidiaries’ debt-to-equity ratio was 1.22:1 (2019: 1.37:1) and
structure in order to support its business and maximise the Company’s debt-to-equity ratio was 0.81:1 (2019: 0.62:1).

41 EVENT AFTER REPORTING PERIOD

On 25 February 2021, the meeting of the Company’s Board of Baht 0.292 per share, totaling Baht 95.4 million. The dividend
Directors passed a resolution to propose the annual general will be paid and recorded after it is approved by the annual
meeting of the Company’s shareholders to adopt a resolution general meeting of the Company’s shareholders.
to pay a dividend from operating results for the year 2020 of

42 APPROVAL OF INTERIM FINANCIAL INFORMATION

These financial statements were authorised for issue by the Company’s Board of Directors on 25 February 2021.

164 THAI PLASPAC PLC.

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