robins : annual report 2003

ROBINSON 1

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Message from The Preident

General Information

Financial Hightlights

Nature of Business

Organization Chart of The Group

Risk Factors

Shareholding Structure

Organization Structure

Management

Internal Control

Inter-Company Transactions

Management Discussion and Analysis

Financial Statements

ROBINSONROBINSONROBINSONROBINSONROBINSON

“ Ïπ®“°°√√¡°“√ºŸÈ®—¥°“√„À≠Ë “ Ïπ®“°°√√¡°“√ºŸÈ®—¥°“√„À≠Ë “ Ïπ®“°°√√¡°“√ºŸÈ®—¥°“√„À≠Ë “ Ïπ®“°°√√¡°“√ºŸÈ®—¥°“√„À≠Ë “ Ïπ®“°°√√¡°“√ºŸÈ®—¥°“√„À≠ËMessage from The PresidentMessage from The PresidentMessage from The PresidentMessage from The PresidentMessage from The President

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ROBINSONROBINSONROBINSONROBINSONROBINSON 3

The year 2003 saw the Thai economy growing at an impressive rate, and all the signs indicate that

growth will continue unabated. With greater consumer spending power, changing lifestyles and more varied

demand, continuing growth has had a favourable effect on the business climate generally, including the retail

business.

In 2003 Robinson had re-launched its exciting new image building campaign to reposition the company

under the concept of, "Robinson… Your Life Vitalizer". It was accompanied by significant improvements in its

merchandising and services. Store ambience and décor has undergone a stylish transformation both inside and

out. At the same time, the company has conducted marketing activities designed to enhance customer satisfaction

and attract new groups of customers.

In terms of management, the company has revitalized its systems for product selection, purchasing and

inventory, while implementing cost-saving programmes and space utilization programmes. These efforts allowed the

Company to increase customer satisfaction and profitability which resulted in substantial growth in net profit in 2003.

In view of financial position, after entering into Rehabilitation Plan since 2000, the Company has

successfully implemented all major steps under the Plan, including the repayment of Notes ahead of the agreed

schedule. In addition, the company has introduced a measure to reduce risks arising from the final repayment

of Notes due in 2005 in the form of a Voluntary Debt Refinance Programme. It has obtained credit facilities to

repurchase the outstanding Notes, and started the VDRP programme in the first quarter of 2004. The success

of the company's endeavours has considerably strengthened its financial position.

Today's retail market has a clear segmentation and consumers are familiar with services provided by

each type of retail business, whether department store, discount store, supermarket, speciality store or convenience

store. Higher purchasing power and customer awareness have meant that competition among retail operators

is now focussed more on the product selection and presentation, rather than price alone. The company is well

prepared for these changes in the market environment which is very favorable for the growth in the department

store business. These market opportunities and its strong financial position make the company confident of

continuing development future expansion.

On behalf of the management, I would like to express my sincere gratitude to our customers for their

continued support; and to our staff, business partners, shareholders, and all those with whom we work. It is my

wish that we shall continue to have the benefit of your support working together in the years to come.

Preecha Ekkunagulpresident


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Robinson Department Store Public Company Limited, registration number Bor Mor Jor 115, is conducting

the business of Department Store under the name "Robinson". At present, the businesses are operated

throughout the country where there are totally 18 branches, comprising 9 branches in Bangkok and 9 branches

in upcountry.

The Company's registered capital is Baht 11,106,677,330, which are fully paid-up of 1,110,661,113 ordinary

shares, Baht 10 Par Value.

Head Office Address

2 Silom Road, Kwaeng Suriyawong, Khet Bangkok, Bangkok 10500

Tel. 0-2266-3340 Fax. 0-2236-5330

Central Administration Office

139 Ratchadaphisek Road, Kwaeng Dindang, Khet Dindang, Bangkok 10400

Tel. 0-2245-4811 Fax. 0-2247-5325

Location Tel. Fax.

Robinson Department Store PCL. , Silom Branch 0-2266-3340-50 0-2236-5533

2 Silom Road, Kwaeng Suriyawong, Khet Bangrak, Bangkok 10500

Robinson Department Store PCL. , Ratchadapisek Branch 0-2248-2626-35 0-2642-2047

139 Ratchadapisek Road, Kwaeng Dindang, Khet Dindang, Bangkok 10320 0-2247-5300-9

Robinson Department Store PCL. , Sukhumvit Branch

259 Sukhumvit Road, Kwaeng Klongtoey-Nue, Khet Wattana, Bangkok 10500

Robinson Department Store PCL. , Bangrak Branch

1522 Charoenkrung Road, Kwaeng Bangrak, Khet Bangrak, Bangkok 10500

Robinson Department Store PCL. , Bangkae Branch

110/5 Moo 9, Petchakasem Road, Kwaeng Bangwa, Khet Phasricharoen,

Bangkok 10160

Robinson Department Store PCL. , Srinakarin Branch

904/1 Moo 6, Srinakarin Road, Kwaeng Nhong Bon, Khet Pravej,

Bangkok 10260

0-2651-1533-42

0-2252-5121 0-2651-1560

0-2238-0052-61,

0-2267-3781-86 0-2235-2467

0-2455-0143-45 0-2454-8350

0-2721-8990-9 0-2721-9066

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Robinson Department Store PCL. , Rangsit Branch

161 Moo 2, Phaholyothin Road, Tumbol Prachatipat, Amphur Thanyaburi,

Pathumthani 12130

Robinson Department Store PCL. , Ramintra Branch

5/7 Moo 7, Ramintra Road, Kwaeng Kannayao, Khet Kannayao,

Bangkok 10230

Robinson Department Store PCL. , Lardya Branch

99 Lardya Road, Kwaeng Somdejchaopraya, Khet Klongsarn, Bangkok 10230

CR Udonthani(Thailand) Co., Ltd.

277/2 Phajak Road, Tumbol Makkaeng, Amphur Muang, Udonthani 41000

CR Phuket(Thailand) Co., Ltd.

36 Dilokuttit1 Road, Tumbol Taladyai, Amphur Muang, Phuket 83000

CR Nakorn Si Thammarat(Thailand) Co., Ltd.

89/201 Pattanakukwang Road, Tumbol Klang, Amphur Muang,

Nakorn Si Thammarat 80000

CR Hadyai(Thailand) Co., Ltd.

9 Thammanoonvithi Road, Tumbol Hadyai, Amphur Hadyai, Songkhla 90110

CR Chaing Mai(Thailand) Co., Ltd.

2 Maheedon Road, Tumbol Haiya, Amphur Muang, Chaing Mai 50100

CR Ubon Ratchatani(Thailand) Co., Ltd.

221 Chayangkool Road, Tumbol Naimuang, Amphur Muang,

Ubon Ratchatani 34000

Robinson Department Store PCL. , Sriracha Branch

90/1 Sukhumvit Road, Tumbol Sriracha, Amphur Sriracha, Chantaburi 34000

CR Ratchaburi(Thailand) Co.,Ltd.

265 Srisuriyawong Road,Tumbol Namuang,Amphur Muang, Ratchaburi 70000

CR Chanthaburi(Thailand) Co.,Ltd.

22/107 Moo 7 Tumbol Chantanimit, Amphur Muang, Chanthaburi 22000

Location Tel. Fax.

0-2958-0800-39 0-2958-0899

0-2947-5320-62 0-2947-5400

0-2437-0111, 0-2439-4296

0-2437-0104-5

042-242777 042-248780

076-256500-12 076-223304

075-318012-20 075-318010

074-220150 074-220157

053-203640-59 053-283129

045-241887, 045-241268

045-242-866

038-771-001-10 038-770-999

032-310-831 032-310866

039-340348-57 039-303114

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References

Share Registrar Thailand Securities Depository Co., Ltd.

62 The Stock Exchange of Thailand Building,

4th and 7th Floor, Ratchadapisek Road,

Kwaeng Klongtoey, Khet Klongtoey, Bankok 10110

Tel 0-2229-2800 Fax. 0-2359-1262-3

Note Registrar BFIT Securities Co., Ltd.

Bangkok Insurance Tower, 22nd Floor,

South Sathon Road, Khet Sathorn, Bangkok 10120

Tel. 0-2677-4330 Fax. 0-2677-4331

Note Representative Bangkok First Investment & Trust PLC.

Bangkok Insurance Tower, 22nd Floor,

South Sathon Road, Khet Sathorn, Bangkok 10120

Tel. 0-2677-4330 Fax. 0-2677-4331

Auditor KPMG Phoomchai Audit Co., Ltd.

22nd Floor, Empire Tower, 195 South Sathorn Road,

Kwaeng Yannawa, Khet Sathorn, Bangkok 10120

Tel. 0-2677-2000 Fax. 0-2677-2222

Auditor : Mr. Winid Silamongkol

Certified Accountant Registration Number : 3378

Plan Administrator Robinson Planner Co. Ltd.

139 Ratchadapisek Road, Kwaeng Dindang,

Khet Dindang, Bangkok 10230

Tel. 0-2248-8391 Fax. 0-2248-2651

Financial Advisor Bualuang Securities Co., Ltd.

29th Floor, Silom Complex Building,

191 Silom Road, Bangrak, Bangkok 10500

Tel. 0-2231-3777 Fax. 0-2632-0741

Legal Advisor White & Cases (Thailand) Limited

5th Floor, Gaysorn Plaza Building,999 Ploenchit Road,

Lumpini, Pathumwan, Bangkok 10330

Tel. 0-2656-1721 Fax. 0-2656-1733

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√ÿª¢ÈÕ¡Ÿ≈∑“ß°“√‡ß‘π √ÿª¢ÈÕ¡Ÿ≈∑“ß°“√‡ß‘π √ÿª¢ÈÕ¡Ÿ≈∑“ß°“√‡ß‘π √ÿª¢ÈÕ¡Ÿ≈∑“ß°“√‡ß‘π √ÿª¢ÈÕ¡Ÿ≈∑“ß°“√‡ß‘πFinancial HighlightsFinancial HighlightsFinancial HighlightsFinancial HighlightsFinancial Highlights

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2,098 2,017 2,8507,573 7,778 8,7062,252 2,357 19,1945,516 6,232 24,205

11,107 11,107 1,481 364 (227) (19,263) 186 190 1982,057 1,546 (15,499)

7,765 7,615 7,5588,817 8,680 8,4336,053 6,036 6,0762,183 2,105 2,030 515 463 (791) 515 15,257 (791)

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Balance Sheet

2,098 2,017 2,8507,573 7,778 8,7062,252 2,357 19,1945,516 6,232 24,205

11,107 11,107 1,481 364 (227) (19,263) 186 190 1982,057 1,546 (15,499)

7,765 7,615 7,5588,817 8,680 8,4336,053 6,036 6,0762,183 2,105 2,030 515 463 (791) 515 15,257 (791)

Consolidated

Current Assets

Total Assets

Current Liabilities

Total Liabilities

Share Capital

Retained Earnings

Minor Shareholders Portion in Subsidiaries

Total Shareholders' Equities

Net Sales

Total Revenue

Cost of Sales

Selling and Administrative Expenses

Profit (Loss) from Ordinary Activities

Net Profit (Loss)

Profit and Loss StatementConsolidated

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0.93 0.86 0.15 6.47 6.71 5.6329.88 38.39 NA.83.09 95.28 NA.22.05 20.74 19.61 5.84 5.33 (9.38)28.58 NA. NA. 6.71 185.11 (7.73) 2.68 4.03 NA 0.46 1.43 (5.34)

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Liquidity Ratio (time)

Average Collection Period (day)

Average Selling Period (time)

Average Payment Period (time)

Gross Profit Margin (%)

Net Profit Margin (from Ordinary Activities) (%)

Return on Equity (%)

Return on Assets (%)

Debt to Equity Ratio (time)

Basic Earning per share Baht

Key Financial RatiosConsolidated

0.93 0.86 0.15 6.47 6.71 5.6329.88 38.39 NA.83.09 95.28 NA.22.05 20.74 19.61 5.84 5.33 (9.38)28.58 NA. NA. 6.71 185.11 (7.73) 2.68 4.03 NA 0.46 1.43 (5.34)

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≈—°…≥–°“√ª√–°Õ∫∏ÿ√°‘®≈—°…≥–°“√ª√–°Õ∫∏ÿ√°‘®≈—°…≥–°“√ª√–°Õ∫∏ÿ√°‘®≈—°…≥–°“√ª√–°Õ∫∏ÿ√°‘®≈—°…≥–°“√ª√–°Õ∫∏ÿ√°‘®Nature of BusinessNature of BusinessNature of BusinessNature of BusinessNature of Business

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Executive Summary

Robinson Department Store Public Company conducts a retail business under the name of "Robinson

Department Store" since 1979 and has continually expanded branches. At the end of the year 2003, the

Company operated a total of 18 branches consisting of nine branches Bangkok area and nine branches in

upcountry area. Currently, the Company has Central Retail Group as a major shareholder.

From the middle of the year 2003 onwards, the Company has prepared the readiness to create a

new image under the new concept of "Robinson… your Life Vitalizer". The Company has fully renovated

Ratchadapisek branch as a prototype under the new concept. In the year 2003, the Company has continually

adopted a prototype of renovated branch to other branches to reflect the fashionable, colorful images and

lively store ambience. Besides, the Company has improved its logo to be more modern and also improves its

merchandising management such as the selection of products, and the adding up of new and brand name

products, including the improvement of services to facilitate more to the customers and the arrangement of

marketing activities in the new concept. This is made by emphasizing to offer product variety, product

differentiation, with fashionable and modern to meet demand of target customers. Furthermore, the Company

has arranged the activities for the relaunch of a new image in May 2003 and publicly advertises a new image

of Robinson via a widely range of media, especially the advertisement via television media for the first time

in the past five years. This relaunching activities br¹ught a success to the Company as evidenced by the

sales increases.

At present, the Company has been under a Rehabilitation Plan, which is closely monitored by the

Plan Administrator, Robinson Planner Co., Ltd. The Company has a substantially better financialposition

and can repay the Notes above the minimum requirement set forth in the Plan. This results from the continuity

of profits creation. The Company recorded net profits for the year 2003 in the amount of Baht 515.2 millions,

or 11.36%growth from the previous year . Apart from the implementing of marketing strategies to compete

in products, images, sale promotions, customer relationships and branches renovation, to boost up the

growth of sales for all 18 branches, in the year 2004, the Company has planned to improve a wide range of

management systems such as the internal management system for branches, the inventory management

system, the merchandising management system, the customer relationship management and the investment

in Electronic Point of Sale (EPOS) system to increase the effectiveness in providing the service at the point

of sale to the customers. In addition, the Company still has a plan to add new branches in potential areas

after the year 2004.



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History and major development

Robinson Department Store Public Company Limited and subsidiaries in Robinson Group has

started to operate the first branch at Anusawaree in the year 1979 and was granted to be a listed Company

in the Stock Exchange of Thailand in the year 1992. In the year 1995, the Central Retail Corporation group

joined the Company as a major shareholder and jointly created CR (Thailand) Co., Ltd to join with the local

department store in upcountry under the name "Robinson". The result was the increase of the Company's

branches into 20. During the year 2000 and 2001, the Company closed down 2branches namely Anusawaree

branch and Donmuang branch since the return of investment was not acceptable. Currently, the Company

operates 18 branches comprising of 9 branches Bangkok and 9 branches in upcountry

In the year 1998, the Company announced a debt moratorium as a result of Baht devaluation from

change in exchange rate system announced on July 2nd, 1997. On May 2nd, 2000, the Central Bankruptcy

court ordered to rehabilitate the business of the Company and appointed Robinson Planner Co., Ltd as a

Plan Administrator.

During the year 2001 to 2002, the Company proceeded to follow the major steps of the Plan includ-

ing the issuance of Notes to the unsecured financial creditors in the amount of Baht 4,766.7 millions for the

principal and interest. The Company also increased its capital from Baht 1,480.8 millions to Baht 14,808.8

millions proceeded the debt to equity conversion, decreased of capital of 25% and the debt forgiveness.

These significantly improved the financial position of the Company. However, after the restructuring Central

Retail Corporation group still was a major shareholder. Owing to such success, the Stock Exchange of

Thailand considered to approve trade resumption on commerce sector for the Company's ordinary shares

since November 26th, 2002 onwards.

On May 2003, the Company started a relaunching campaign to promote the new image under the

concept "Robinson…Your Life Vitalizer" to the target customers. Additionally, the Company has continually

renovated the existing stores to be modernize, colorful, lively ambience to reflect the new image of Robinson.

On November 2003, the Company arranged to amend the Rehabilitation Plan to facilitate the

repurchase of Notes under the Voluntary Debt Refinance Program (VDRP). The Company succeeded in

borrowing from new source of fund to facilitate 100% of Notes repurchase and achieved to repurchase.

36% of total outstanding Notes during the first quarter of the year 2004.


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-76.0049.9949.9976.0089.9974.9949.9964.99

7,558.43 91.02 7,615.28 87.73 7,764.67 88.06 745.72 8.98 1,064.78 12.27 1,052.74 11.94 8,304.15 100.00 8,680.06 100.00 8,817.41 100.00

79.73% 80.68% 83.32%19.78% 18.84% 16.12% 0.49% 0.48% 0.56%

⌫ 74.25% 71.68% 68.04%25.75% 28.32% 31.96%

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Income Structure

Type of Company % of 2001 2002 2003

business Share holding Million Baht % Million Baht % Million Baht %

Retail-

distribution

of

consumption

goods

Robinson Public Co., Ltd.

CR Udonthani Co., Ltd.

CR Phuket Co., Ltd..

CR Nakhonsithammarat Co., Ltd.

CR Had Yai Co., Ltd.

CR Chiang Mai Co., Ltd.

CR Ubon Ratchathani Co., Ltd.

CR Ratchaburi Co., Ltd.

CR Chanthaburi Co., Ltd.

Total

Total

-76.0049.9949.9976.0089.9974.9949.9964.99

7,558.43 91.02 7,615.28 87.73 7,764.67 88.06

745.72 8.98 1,064.78 12.27 1,052.74 11.94 8,304.15 100.00 8,680.06 100.00 8,817.41 100.00

Other

businesses

Total income

(Total income presented after eliminating of inter-company transactions)

Income classified by product categories

Income classified by method of payment

79.73% 80.68% 83.32%19.78% 18.84% 16.12% 0.49% 0.48% 0.56%

Soft Line

Hare Line

Others

Cash

Credit card

Categories of products 2001 2002 2003

74.25% 71.68% 68.04%25.75% 28.32% 31.96%

Method of payment 2001 2002 2003

19


⌫ ⌫ ⌫ ⌫⌫

⌫⌦ ⌫ ⌫⌫ ⌫ ⌫⌫ ⌫ ⌫⌫ ⌫⌫ ⌦⌫⌫

⌫ ⌦⌫ ⌫ ⌫⌫ ⌦⌫ ⌦ ⌦⌫⌫


20


Product Line

Soft Line are the products of modern and fashion comprised the main categories as follows: -

Clothes for men and women : this comprises the department for men's wears,

women's wear, jeans and underwear.

Cosmetics and accessories : This comprises the department of cosmetics,

decorations and accessories.

Leather : This includes the department of handbags, shoes and suitcases.

General products for children : This comprises the department of children's wears,

children's consumption products and toys.

The management of this line has to closely studied and followed up the trend in fashion to seize the customers'

needs as fast as possible in order to create the sale opportunity. The Company also has to survey the

competitors' new products to update its selected products available in the store as modern, good quality,

various and fashionable. Additionally, the strategy in setting the reasonable price is the heart of the

management of this product line. Due to the short-usable life and the customers' decisions to buy depend

on the trend, so the range of price should allow the easiness in making the purchase decision.

Hard Line are consisting of the following categories :

Home furnishings

Gifts

Automobiles' accessories and equipments

This line emphasizes on the modern, good quality and variety of products. Hence, the strategies in selecting

and displaying the products are the heart of the management of this product line. The change in customers'

life styles arising from the economic recovery also lead to the needs to improve or decorate their own homes.

This will accordingly allow the sale opportunity for this product line.

21


⌧⌫⌦ ⌦⌫ ⌫

⌫⌦ ⌫⌫⌫ ⌫⌫ ⌫ ⌦⌫⌫ ⌫ ⌧ ⌫ ⌦⌦ ⌫⌫⌫⌫⌫ ⌫ ☺ ⌦ ⌫ ⌫ ⌦ ⌫⌦⌫

⌫⌦

⌫ ⌫ ⌦⌫ ⌦ ⌫ ⌫ ⌫ ⌫

⌫⌫ ⌫ ⌫ ⌫ ⌫ ⌫ ⌦


22


Exclusively @ Robinson Products

The Company itself has developed the products including the selection of new and interesting products which are

only available at Robinson. This allows to create the differentiation from its competitors.They are comprised of :

Private Label Products : This comprises the products which are developed by Company and

offered to sell under the brand determined by the Company. The consideration is made to

select only the products demanded by the customers, offered with the reasonable price and

allowed the good quality in the modern style. This line includes the kitchenware and bedroom

items under the name "Robinson at Home" and the products of clothing, decorations and

leathers which contain over 20 brands available throughout 18 branches.

Exclusive Brand Products : This comprises the products which the Company hascontacted

with manufacturers and the brand owners both local and aboard to be available only at Robinson.

This is a part of the differentiation strategy by selecting only the fashionable items available at

the branch where the customers can afford to buy and also demand products different from

other retailers.

One-Price Products Just 25 : Every items are sold at Baht 25 consisting of variety of products including

the products for teenagers, newly working persons and consumption products such as the

accessories, cosmetics, stationeries, gifts etc. The customers are easy in making the purchase

decision owing to the low price, the sale growth of this product line is accordingly at the satisfactory level.

The Arrangement of Products and Services

Since the Company operates the department store business, the products offered must be modern

fashionable, in-trend, good quality, new and various in terms of category, type and style and meet the demand of the

target customers. Accordingly, the Company manages the merchandising via the Head Office's Merchandising Line

including the price negotiation, payment condition, the management of each branch's inventory level to be as

regulated. These are supported by the use of computer systems to control and follow up the sales and inventory for

the purpose of correctness and effectiveness of the management. Currently, the Company has purchased products

domestically and internationally over 200,000 transactions from over 2,000 trading partners with the payment

conditions either in the consignment basis of approximately 78% of sales and credit basis for the rest.

The Company has imported with the purpose to offer the modern, in-trend and differentiate products either

in the categories of clothing, accessories, wears, children products, toys and kitchen ware. These imports are mainly

from China, Korea, Hong Kong and India etc. However, the Company does not enter into the exclusive purchase

agreement with any specific supplier.

23


⌫⌫⌫ ⌦⌫ ⌫ ⌦⌫ ⌫⌫ ⌫⌦⌫ ⌫ ⌫ ⌫

⌫ ⌫⌫⌫ ⌫⌫ ⌦ ⌦ ⌫ ⌫ ⌫ ⌫⌫ ⌫

⌫ ⌫ ⌫ ⌦⌫ ⌫ ⌫ ⌫ ⌫ ⌦⌫⌫⌫ ⌫⌫⌫ ⌫ ⌫ ⌫⌦⌫⌦⌦⌫⌫ ⌫ ⌫⌫ ⌦⌦⌫ ⌫ ⌫⌫⌫ ⌫ ⌦⌦ ⌫⌫ ⌫ ⌫⌫


24


Market and Competitive Condition

The continue of Thailand economic growth as a result of the implementation of the public's stimulation

policy leads to the on-going expansion of retail business in Thailand in the year 2003. This can be seen

through the open of new branch of the retail business of supermarket, specialty store and discount store/

super center totaling over 13% of total branches in the year 2002, while no branch added for department

store (chain store) during the year 2003. Also, the tourism promotion policy and the goverment's fully

support of "Bangkok Fashion City" will be a supporting factor to drive sales growth for department store .

In the year 2003, the Company still has to cope with 2 direct competitors in the chain store business

as in the previous year. The Company is not affected by the opening of such competitors' new branch since

the Company has no branch operating in that area. The competition in the department store business is still

emphasis on the competition in the concept and the product display, quality of products, the variety and the

sale promotion on the price and non-price basis such as the arrangement of the event marketing etc. For the

competition among discount store/super center which are the Company's indirect competitors, theystill implement

the pricing strategy because most of the products are the daily consumable goods. Also, there is not much

different in products,not emphasize on fashion or brand name. The fierce competition of price discount for

the whole year causes the pressure on suppliers in determining the selling price to theseoperators.

In consideration of the location, the Company has operated 9 branches in Bangkok area and 9

branches in the upcountry area. Whereby the Company has to directly compete with 2 major groups of the

Department Stores comprising of Central and the Mall groups in the total of 19 branches. For the upcountry

locations, the degree of competition with the direct competitors are low since the competitors have only 3

branches locating in Chiang Mai, Had Yai and Nakhonratchasima where the Company has operated only in

Chiang Mai and Had Yai. Also, there are still the difference in location and target group of customers.

However, the competition from the indirect competitors of discount stores/super center still provides impact

to some extent. Some of their products are the same category available in department store, but not with

brand name thus they can offer lower price. In the year 2003, this group of business has opened many new

branches including Chanthaburi and Ratchaburi branches where the Company has currently operating the

branches in those areas. Hence, the Company has to carefully implement its strategy to maintain the

customer base by the creation of products differentiation and brand name, and the implementation of Theme

Promotion to avoid price-cutting and to create the differentiation under Robinson's new image.

25


⌫⌫ ⌫ ⌫ ⌫⌫

⌫

⌫ ⌫ ⌫⌫⌫ ⌫ ⌫ ⌫ ⌫ ⌫⌫⌦ ⌦ ⌦

⌫ ⌫⌫⌫⌫ ⌫⌫ ⌫ ⌫⌫ ⌧ ⌦ ⌫⌫


26


On May 2003, the Company implemented a re-launching campaign to present new image of

Robinson under new concept "Robinson…Your Life Vitalizer" for all 18 branches including the communication

to the target group for the acknowledgement via a wide range of medias such as television, radios, magazines

and newspapers. The Company also continues to arrange the marketing activities throughout the year in

order that the target group will perceive the change of Robinson. These will positively effect to the sales

accordingly.

Competitive strategy

To response the demand of the customers in consistent with the competitive condition, the Company has

implemented 6 major competitive strategies as follows:

Image Strategy

The Company has changed the image through the change of logo to be more modernized including the

renovation of the stores in colorful and lively ambience. Also, the adoption of improved strategy in connection

with the select items offered to be more variety, modern and differentiate from the competitors and the

implementation of Theme Promotion policy to maintain the image and profits of the Company. Additionally,

the Company re-launched new image on May 9th, 2003 and continued to arrange the marketing activities in

all branches to emphasize on that new image. These are done publicly through the advertisements throughout

the country via television and press media from May to July 2003 in order to attract the customers' attentions

which will result in higher customers' visit to the store

Product Strategy

The Company uses the research information and analyses the sale in connection with the customers'

behaviors as reference information for the selection of products based on types, prices and style of products

to meet the demand of the customers as much as possible. In 2003, the Company has changed the product

structure by adding new products and new brands needed by the customers, especially in the departments

of cosmetics, men and women's wears, leathers and house furnishing. The Company also develops the

product with differentiate available exclusively only at Robinson, jointly develops products with both large

and small sizes suppliers and manufacturers to make the products availability under the modern and fashionable

concepts. These are to offer products with good quality and reasonable prices in consistent with the customers'

purchasing power.

27


⌦ ⌫ ⌫⌦⌫ ☺ ⌫ ⌫⌫ ⌫⌫ ⌫⌫⌫ ⌫ ⌦ ⌦⌫ ⌦⌫⌫ ⌫

⌫ ⌦ ⌫⌫⌫ ⌫⌫ ⌫ ⌦ ⌦ ⌫ ⌦⌫⌫ ⌫⌦ ⌦⌫⌫⌦ ⌫⌫


28


Sale Promotion Strategy

The Company has changed the strategy of sale promotion to meet the demands and life styles of

customers by reducing the discount campaigns while increases to adopt the new campaigns. This involves

the recommendation of new products seasonally and trendy under Theme Promotion such as the arrangement

of campaign "My Wish My Gift" to introduce the presents during Christmas and New Year seasons, "I Go

Jeans" campaign to offer the variety, fashionable and different jeans products. The Company also cooperates

with supplier to manufacture the customized jeans at the specific model available only at Robinson. This

includes the jeans design competition and the arrangement of jeans fashion show in the store area to increase

the popularity and position the store as a leader of jeans products. The Company also launches the campaign

of Robinson Tiger Nano Bike arranged at the first time in Thailand for small-sized motorbike competition to

reflect the innovation image to the new generation families. Additionally, the Company cooperates with

many suppliers such as ICC and CMG groups to arrange a variety of sale promotion activities, which are

very successful. The Company has implemented the strategy to offer the special selected items via the

program "R Recommend" including the arrangement of the product display at the entrance area of the store

and the creation of the purchase motivation by recommending the tips for correct use and various applications

of products.

Customers' Relationship Strategy

The Company has developed the information technology system to study and analyze the purchasing

behavior of the customers via Robinson Member Club. The information will be used to arrange the campaign

to motivate the continue to purchase such as "My Beauty" campaign is to introduce the products and provide

only the cosmetics information to the interested women customers or "Birthday" campaign is to provide a

special privileges to the high purchase customers or the purchase accumulate campaign to get rewards.

The Company also usually contacts the customers to create the relationships via lifestyle magazine, which

are including the introduction of new products, special promotion for the members, the services and other

privileges provided by Robinson and its trading partners. Such campaigns and activities will not only serve

the current members, but also attract the non-members to join Robinson Member Club. At present, the

number of Robinson members is increased approximately 30% compared to the previous year.

29


⌫ ⌫ ⌫ ⌫ ⌫⌫⌫⌫ ⌫ ⌫ ⌫

⌫⌫ ⌫ ⌫⌫

⌫⌫ ⌫⌫⌫ ⌫⌫ ⌦⌫

⌦⌫ ⌫⌫⌫⌫⌫⌫ ⌫⌫⌫ ⌫


30


Branch Renovation Strategy

The Company has continually invested to renovate the branches in 2003 by using total budget of

over Baht 200 millions including the major renovation for 3 branches located in Chanthaburi, Ratchaburi and

Bangkae and the minor renovation for 13 branches. This also includes the renovation of sale area and

rented space to meet the demand of the customers in each branch in order to make the variety of products

available in the department store and also in the rental area. Additionally, the Company has improved the

product display in some departments such as electricity appliances, stationeries and books, gifts etc. The

objective is to provide the modern looks as the specialty store under different names.

Management Strategy

The company has a plan to improve the branch management system by segregating the functions

of customer service, sale supporting and the inventory control. This is to allow the salespersons effectively

serve the customers while keeping the sufficient level of merchandises to meet the customers' needs and

also reducing the cost of branch management. For cost control, the Company has implemented measures

to control the use of electricity in the sale area since 2003 and planned to reduce the use of electricity in the

year 2004 by investing to install the electricity control equipment in the area of 14 branches. This is expected

to save the electricity expenses almost Baht 10 millions per annum.

Target Customers

The major customers of the Company are families and newly working persons who have modern

life-styles and love to spend on the fashionable, brand name products, which are good quality offered with

reasonable prices. Sets out below are the major target groups:

31


⌫ ⌫

⌦⌫ ⌫⌫ ⌫ ⌦⌦ ⌫ ⌦

⌫ ⌫⌦ ⌦ ⌫ ⌫⌫⌦ ⌫ ⌫⌫⌫⌫⌫

⌫⌫⌫ ⌫ ⌫⌫ ⌫⌫

⌫

⌫⌫ ⌫⌫ ⌫⌫⌫ ⌫ ⌫ ⌫⌫


32


Habitual customers who are the members of Robinson Member Club and Robinson Junior Club

The Company pays attention to the members of Robinson Member Club, which are currently over

1,200,000 members throughout the country. The members use the services and constituted sales of 46% of

total sales. These members are granted the special privileges in form of cash discount on every shopping

once presenting the membership card. They will also receive accumulated reward points, which can be

exchanged for rewards. Also, the members will normally get "Lifestyle" magazines as complementary,

which are part of the continuation to implement the customers relationship strategy. Additionally, the Company

provides special sale promotion to the members such as the additional special discount on their birthdays,

the reward special points accumulated from purchase etc. The Company further tries to create new base of

future customers via the membership of Robinson Junior Club which is the club for kid ages ranging from 4

to 14 years old. Those kids will get familiar to the service provided by the stores from the first. They may

develop to be Robinson's customers once they are grown up in the future. The Company has also arranged

the activities to build up the good relationship with those kids which will result in the long-term loyalty to Robinson

brand such as Robinson Summer Camp, Junior Stars Camp, Junior Art Camp, Junior Science Camp etc.

General Customers

The Company has a policy to invite this group to be the members of Robinson Member Club through

the marketing program such as the public relation advertised in the store while the customers are shopping,

the free application once the customers purchase up to the amount set forth under the specified conditions

etc. The customers who are members will be granted the aforementioned privileges.

Foreign and Tourist Customers

This group of customers usually uses the service of the Company since the locations of some

branches are nearby the hotels. The Company forms a business partners with the travelling agentto bring in

foreign customers to shop around the store. The branches having this group of customers are

Ratchadapisek, Silom, Sukhumvit, Bangrak, Phuket, Chiang Mai, Had Yai, Sriracha and Udonthani. The

Company has arranged Tourist Card program and Vat Refund to facilitate the foreign customers by providing the

special discount and other special services such as the availability of welcome drink to serve the customers etc.

33


‚§√ß √È“ß°≈ÿË¡∫√‘…—∑‚§√ß √È“ß°≈ÿË¡∫√‘…—∑‚§√ß √È“ß°≈ÿË¡∫√‘…—∑‚§√ß √È“ß°≈ÿË¡∫√‘…—∑‚§√ß √È“ß°≈ÿË¡∫√‘…—∑The Company Structure ChartThe Company Structure ChartThe Company Structure ChartThe Company Structure ChartThe Company Structure Chart

⌫ ⌫ 99.99 % 99.91 % 99.99 % 40.00 %

⌫⌫ ⌫ ⌫ 74.50 % 99.99 % 29.19 %

⌫ 99.35 % 29.19 %

99.86 % 24.00 %

⌫⌫ 99.99 % 20.86 %

เครอืแกว้ 99.99 %

อาร์เทรดดิง้ มาเลเซยี 99.92 %

อาร์ดี พัฒนา 99.98 %

โรบินสัน รัชดา 99.80 %

⌫ ⌫89.99 %

⌫ 74.99 %

⌫ 76.00 %

⌫ ⌫64.99 %

⌫ 76.00 %

⌫ ⌫49.99 %

⌫ ⌫49.99 %

⌫ 49.99 %

⌫ ⌫ ⌫ ⌫34


89.99 %

74.99 %

76.00 %

64.99 %

76.00 %

49.99 %

49.99 %

49.99 %

CR (Thailand) Robinson Anusawaree Kruerpetch *Power Buy

Sapanmai Department Store Robinson S.P.V *CRC Sports

Robinson Rajadamri *Siam Retail

Robinson Nakarin *Square Ritz

Robinson Sukhumvit *D.C.R

Kruekaew

R Trading (L) BHD

RD Pattana

Robinson Ratchada

CR Chiangmai

CR Ubon

CR Udorn

CR Chantaburi

CR Hadyai

CR Ratchaburi

CR Nakhonsri

CR Phuket

99.99 % 99.91 % 99.99 % 40.00 %

74.50 % 99.99 % 29.19 %

99.35 % 29.19 %

99.86 % 24.00 %

99.99 % 20.86 %

99.99 %

99.92 %

99.98 %

99.80 %

Organization Chart of the Group of the Company

Robinson Department Store Public Co., Ltd**

* Associates

** Public Company operating in different branches as follows: Bangkok: Silom, Ratchadapisek, Sukhumvit, Bangrak,

Bangkae, Srinakarin, Fashion Island, Rangsit, Lardya Province: Sriracha 35


⌫ ⌫⌫ ⌫ ⌫⌫

⌫ ⌫⌫ ⌫⌫ ⌫⌫ ⌫⌫

⌫⌫ ⌫

⌫⌫

⌫ ⌫ ⌫

⌫

⌫⌫

⌫⌫ ⌫

⌫ ⌫

⌫

‚§√ß √È“ß°≈ÿË¡∫√‘…—∑‚§√ß √È“ß°≈ÿË¡∫√‘…—∑‚§√ß √È“ß°≈ÿË¡∫√‘…—∑‚§√ß √È“ß°≈ÿË¡∫√‘…—∑‚§√ß √È“ß°≈ÿË¡∫√‘…—∑The Company Structure ChartThe Company Structure ChartThe Company Structure ChartThe Company Structure ChartThe Company Structure Chart

36


Retailing Subsidiaries CR Udornthani (Thailand) Co., Ltd.

Consumer CR Phuket (Thailand) Co., Ltd.

Product CR Nakhon Si Thamarat (Thailand) Co., Ltd.

CR Had Yai (Thailand) Co., Ltd.

CR Chiang Mai (Thailand) Co., Ltd.

CR Ubon Ratchathani (Thailand) Co., Ltd.

CR Ratchaburi (Thailand) Co., Ltd.

CR Chanthaburi (Thailand) Co., Ltd.

Associated Power Buy Co., Ltd.

Company CRC Sports Co., Ltd.

Business Subsidiaries Robinson Ratchada Co., Ltd.

Development/ Robinson Sukhumvit Co., Ltd.

Area Kruerkaew Co., Ltd

Development Associated Siam Retail Development Co., Ltd.

Company

Holding Company Subsidiaries Kruerpetch Co., Ltd. To invest in different businesses/ or

R - Trading (L) BHD partners with other companies

CR (Thailand) Co., Ltd.

Associated D C R Co., Ltd. To invest in different businesses/ or

Company Square Ritz Plaza Co., Ltd. partners with other companies

Special Entity Subsidiaries Robinson S.P.V Co., Ltd. To repurchase the note from

the noteholders according to VDRP

Dormant Business Sapanmai Department Store Co., Ltd.

Associates Robinson Anusawaree Co., Ltd.

Companies Robinson Rajdamri Co., Ltd.

and Robinson Nakarin Co., Ltd.

subsidiaries RD Pattana Co., Ltd.

Overall Chart of Business Operation

Type of Business Company Name and Subsidiaries Characteristics

37

The investment made with local

department stores in other

provinces under the name

"Robinson" to operate the

department stores business

Specialty Stores (Electrical Appliance)

Specialty Stores (Sport Accessories)

Space Rental

Letting out the warehouse space

Shopping Center


ª—®®—¬§«“¡‡ ’Ë¬ßª—®®—¬§«“¡‡ ’Ë¬ßª—®®—¬§«“¡‡ ’Ë¬ßª—®®—¬§«“¡‡ ’Ë¬ßª—®®—¬§«“¡‡ ’Ë¬ßRisk FactorsRisk FactorsRisk FactorsRisk FactorsRisk Factors

⌫⌫

⌫ ⌫⌫⌫⌫⌦ ⌫⌫ ⌦

⌫⌦⌫ ⌫ ⌦⌫ ⌦⌫⌦⌫ ⌫ ⌦⌫⌫ ⌫⌫ ⌦⌫⌦ ⌫⌫⌫⌦⌫ ⌫ ⌫⌫⌫ ⌦⌦⌫⌫ ⌦⌫⌦ ⌦⌫⌫⌫⌫ ⌫ ⌫

⌫⌫⌫ ⌫ ⌫⌫ ⌫ ⌫⌦⌦ ⌫ ⌫⌫ ⌦ ⌦⌫

38


1. Risk associated with the retail business competitive environment

Although the recovery of economic provides the better growth for the retail business, the Company's

business has still been under highly competitive condition continually from the year 2002. These are owing

to the branch expansions and the change in marketing strategies from both of the direct competitor operating

the department store and the indirect competitor conducting discount store/super center which use the price

cutting as the main strategy to boost up sales.

For the branch expansion, the department store as a whole has opened only one new branch

during the end of the year 2002 on Rama 2 Road, which provides no impact to the Company's revenue since

the company has no branch in that location. However, the Company expects that one of the department

store will expand a branch in Phuket area around the end of the year 2004 where the Company's branch has

been preliminarily operating. Though the branch is different in location, locating in the city, the new branch

opening will impact only part of Phuket branch's income. However, the Company has prepared for the

coming competition by investing to renovate the Phuket branch to maintain the customers base and to

response at most to the demand of the customers. For the branch expansion of discount store/super store,

there are 18 new branches locating in potential areas including the locations where Robinson has been

currently operating 2 branches in upcountry area. This will affect to all types of retail business operators

thoroughly. However, such competitors do not operate their businesses as the department store which have

different target customers and different purchasing purposes including the different in the variety of products,

services and the use of information system to effectively plan the sale promotion for the Company. The

expansion of competitors will slightly impact to the Company.

As a result, for the competitive strategy, the Company has a policy to avoid the price competition by

emphasizing the constitution of product differentiation and services. This could be achieved by developing

and selecting brand name products, with variety and differentiation, fashionable and modern products to be

consistent with the lifestyle of the target customers in order to draw more customers. Additionally, instead of

using price promotion the Company has adopted a new strategy by having more marketing activities and

products recommendation via Theme Promotion to compensate for the discount. These will help the Company

to increase sales, maintain a gross profits, image and market positioning as well.


⌫⌦

⌫ ⌫ ⌦⌦ ⌫⌫ ⌫ ⌦⌫⌫⌫⌫⌫

⌫⌦⌫

⌫ ⌫ ⌫⌫ ⌫ ⌫ ⌫ ⌦⌫⌫⌫ ⌫⌦⌫ ⌫ ⌫ ⌫ ⌫ ⌦ ⌫ ⌦ ⌫ ⌦

⌫

⌫ ⌫⌫ ⌦⌫⌦ ⌫⌫ ⌫ ⌫⌦⌫ ⌦⌫⌫ ⌫ ⌫⌫⌫ ⌦ ⌫


40


2. Risk associated with the dependency of purchasing from supplier

The Company diversifies to purchase from more than 2,000 suppliers for the variety and differentiation

of products in consistent with the Company's strategy including the reduction of the dependency of the huge

purchase from a specific supplier. However, the Company has purchased products from the largest supplier

account for 16% of sales in the year 2003 whose product brand names are very popular among customers.

The Company is also acting as the major partner to distribute products for this supplierin both Bangkok and

upcountry areas.

3. Risk associated with the dependency of leasehold

The Company owns land and building for 2 branches and owns leasehold right on land and/or

building for the remaining 16 branches to use as the outlet for operating department store business. Such

lease agreements are made as a result of the necessity to select the high potential are in operating the

business of the department store where such land and buildings are not normally sold by the owners, they

are rather leased out. In some cases, the cost in acquiring the land and building are costly and not worth for

the investment comparing to the lease. However, the remaining periods of such lease agreement are over

7 to 23 years and certain number of agreements were already provided a option for the renewal, together

with the smooth compliance to the agreement by both parties, the Company accordingly expects to achieve

the renewal of lease agreement in the future.

4. Risk associates with the business rehabilitation

The Company has succeeded in following the major steps set forth in the Rehabilitation Plan since

the year 2002 evidencing by the Note repayments which have been paid more than the minimum require-

ment. This is a consequence of the ability to generate more income. However, the Company still has the

liability on the Note amounting to Baht 2,921.2 millions (as of 15 January 2004) which will be gradually due

until the end of the year 2005. The Company has preceded the measurement to reduce the default risk by

arranging to amend the Rehabilitation Plan to facilitate the repurchase of the Note under the Voluntary Debt

Refinance Program (VDRP). The Company successfully obtained new source of fund for repurchasing of all

outstanding Notes and in the first quarter of the year 2004 36% of total outstanding Notes was repurchased.


⌫⌫

⌫⌫⌫⌫ ⌫⌫⌫ ⌦ ⌫ ⌦⌫⌫ ⌫⌫⌫ ⌦ ⌦⌫⌫⌫ ⌫ ⌫⌫⌫ ⌫ ⌫ ⌫ ⌦⌫⌦⌫⌫ ⌫ ⌦⌫ ⌦⌫ ⌫⌫⌦ ⌫⌫ ⌫⌦⌫⌫ ⌫ ⌫⌫⌫

⌫⌫

⌫⌫⌫⌫⌫ ⌫⌫⌫⌫ ⌫ ⌫⌫ ⌦ ⌫⌫ ⌫⌫⌫⌫⌫


42


5. Risk associates with the interest rate

The Company has liabilities to pay interest and principal from the issuance of the partial secure

Notes to the creditors according to the Rehabilitation Plan. The interest payments of such Notes are deter-

mined in a fixed rate from 2001-2005 at 5%, 6%, 7%, 8% and 9% per annum respectively. These interests

have been recorded as liabilities, which will be settled in the future. The Company has to pay principal and

interest with the amount and schedule of payments as specified in the Terms and Conditions of the Notes.

Therefore, the Company has not been exposed to the interest rate risk fluctuation in the market. However,

the Company has borrowed new fund to repurchase the Notes under VDRP where a total credit facilities are

not over Bath 2,700 millions. The interest rate is the average MLR of 2 Commercial banks minus 1.75% or

4% whichever is higher. Such interests will be recorded as interest expenses calculating on the actual

drawdown amount. Presently, the Company achieved to repurchase 36% of total outstanding Notes.

However, given the high liquidity of money market and the trend of the Company's sale growth, the Com-

pany expects the changes in such interest rate will not have material impact to the Company business. For

those other liabilities that are less significantly than the Notes, the Company has to pay interest at prevailing

market interest rate.

6. Risk associated with foreign exchange rate

The Company has not been exposed to foreign exchange rate risk because all the foreign liabilities

requested by the creditors set forth in the Rehabilitation Plan were converted into Baht and the liabilities from

the new source of fund to repurchase Notes are also provided in Baht. As for the foreign exchange risk

arising from imported merchandise as a normal business transaction, the Company has requested for a

small credit line of letter of credit facility comparing to total amount of sale. Additionally, the Company has

implemented a policy to hedge foreign exchange rate in the event of money market fluctuation in advance.


⌫⌫ ⌫

⌫ ⌫

⌫

⌫ ⌫ ⌦ ⌫ ⌫⌫ ⌫

‚§√ß √È“ß°“√∂◊ÕÀÿÈπ‚§√ß √È“ß°“√∂◊ÕÀÿÈπ‚§√ß √È“ß°“√∂◊ÕÀÿÈπ‚§√ß √È“ß°“√∂◊ÕÀÿÈπ‚§√ß √È“ß°“√∂◊ÕÀÿÈπShareholding StructureShareholding StructureShareholding StructureShareholding StructureShareholding Structure

⌫

⌫⌫

⌫

⌫

509,566,614 45.88

275,830,307 24.83

124,294,205 11.19

46,255,571 4.16

43,071,681 3.88

55,533,056 5.00

11,065,053 1.00

1

2

3

4

5

6-10

11

44

*


509,566,614 45.88

275,830,307 24.83

124,294,205 11.19

46,255,571 4.16

43,071,681 3.88

55,533,056 5.00

11,065,053 1.00

1

2

3

4

5

6-10

11

Shareholding Structure

The Company had registered capital of Baht 11,106,611,330 with a number of 1,110,661,113 paid-up capital

shares, par value is valued at Baht 10.

10 Major Shareholders as of December 31st, 2003

* Including the shares which held by Central Retail Group in the scripless system

The ultimate shareholder of the Company is Central Retail Group which comprising of Central Retail Corporation

Co., Ltd., C.R.G. Service Co., Ltd. and Ramintra Department Co., Ltd. They jointly hold the Company's

shares in the aggregate of 53.22% of total distributed shares.

No. Shareholders Name Type of Business No. of Shares %

Thailand Securities Depository Co., Ltd.

for local investors -

Thailand Securities Depository Co., Ltd.

for foreign investors -

C.R.G. Service Co., Ltd. Holding

Central Retail Corporation Ltd. Holding

Ramintra Department Co., Ltd. Trading

5 MIOP companies for the Company's Special purpose

executives according to the Rehabilitation Plan vehicle

Government Saving Bank Banking

45


‚§√ß √È“ß§≥–°√√¡°“√∫√‘À“√‚§√ß √È“ß§≥–°√√¡°“√∫√‘À“√‚§√ß √È“ß§≥–°√√¡°“√∫√‘À“√‚§√ß √È“ß§≥–°√√¡°“√∫√‘À“√‚§√ß √È“ß§≥–°√√¡°“√∫√‘À“√Organization StructureOrganization StructureOrganization StructureOrganization StructureOrganization Structure

⌫

⌫ ⌦ ⌫

⌫

46


Organization Chart of Robinson Department Store Public Company Limited

(As of December 31st, 2003)

Plan Administrator

President Board of Directors

Financial Planning Office Management Office

MarketingLine

AdministrativeLine

FinancialLine

Retail Business Line

General GoodsMerchandising

Line

AssetManagement

Line

The current management structure of the Company comprises three groups of Directors: the Board

of Directors (unauthorized), the Board of Executive Officers and the Board of Directors of Robinson Planner

Ltd. who is the Plan Administrator of the Company according to the Rehabilitation Plan and authorizes

President of the Company to operate the business in general.

47



⌫ ⌫ ⌫⌫ ⌫⌫ 48

Mr. Sudhitham Chirathivat

Director

Mr. Tos Chirathivat

Director

⌫ Mr. Preecha Ekkunagul

Director and President


1,2 Mr. Manit Udomkunnatam and Mr. Thaveevat Tatiyamaneekul resigned from the Board of Directors of the Company effective

on January 5, 2004. And the Plan Administrator has approved to appint Mr. Sudhitham Chirathivat and Mr. Tos Chirathivat to

replace their position since January 15th, 2004.49

The Board Of Directors

The Board of Directors of Robinson Department Store Public Company Limited comprises:

Mrs. Narttaya Chirathivat

Director

Mr. Pracha Phathayakorn

Director

Mr. Vasit Taepaisitpong

Independent Director

Mr. Vitaya Chavananand

Independent Director

Mr. Pandit Mongkolkul

Director


⌫ ⌫ ⌫ ⌫

⌫ ⌫ ⌫⌫ ⌫⌫


50


Board of Executive Officers

The Board of Executive Officers of Robinson Department Store Public Company Limited is as

follows:

1. Mr. Preecha Ekkunagul President

2. Mrs. Narttaya Chirathivat Vice President-General Goods Merchandising Line

3. Mr. Paul Millar Vice President-Retail Business Line

4. Mr. Sukitti Kittipassorn Assistant Vice President-Retail Business Line

5. Ms. Vajariya Anamwathana Assistant Vice President-Marketing Line

6. Mr. Parivat Sopasit Assistant Vice President-Finance and Administration Line

3 Mr. Thaveevat Tatiyamaneekul's and Mr. Manit Udomkunnatam resigned from the position of Chairman and Chief Executive

Officer respectively are effective on March 5th, 2004.

4 Mr. Parivat Sopasit is appointed as Assistant Vice President-Finance and Administration Line effective on November 1st, 2003.51



⌫ ⌫

⌫ ⌦ ⌫⌫ ⌫⌫ ⌫⌫⌫ ⌫ ⌦⌫⌫ ⌫ ⌫⌫

52


Board of Directors of Robinson Planner Limited

1. Mr. Peter James Gothard

2. Mr. Warwrick Reginald Kneale

3. Mr. Yundyong Thantiviramanon

4. Mr. Piya Nguiakaramahawongse

5. Mr. Pandit Mongkolkul

6. Mr. Pracha Phathayakorn

Since the directors of the Plan Administrator no. 1 to 3 resigned from the position of directors of the

Plan Administrator, a representative of the Unsecured Financial Creditors, effective on April 1st, 2004. The

Creditors' Meeting dated March 22nd, 2004 resolved to appoint the following 3 directors,a representative of

the Unsecured Financail Creditors, of the Plan Administrator to replace that resigned directors:

1. Mr. Prasert Patradilok

2. Mr. Thawatchai Vorawandthanachai

3. Mr. Vatcharin Lerdsuvankul

53



⌫

⌫⌫

⌫

⌫

54


Organization Chart of Robinson Department Store Public Company Limited

Plan Administrator

President

Mr. Preecha Ekkunagul

Vice President Vice President Vice President

Mr. Paul Millar Mrs. Narttaya Chirathivat Mr. Chatrchai Tuongratanaphan

Assistant Vice President Assistant Vice President Assistant Vice President

Mr. Sukitti Kittipassorn Mr. Parivat Sopasitn Ms. Vajariya Anamwathana

General Manager General Manager General Manager General Manager

Budget and Reporting General Accounting Account Payable Financial

Management

55

√“¬≈–‡Õ’¬¥‡°’ Ë¬«°—∫ºŸÈ∫√‘À“√·≈–ºŸ È¡’Õ”π“®§«∫§ÿ¡¢Õß∫√‘…—∑√“¬≈–‡Õ’¬¥‡°’ Ë¬«°—∫ºŸÈ∫√‘À“√·≈–ºŸ È¡’Õ”π“®§«∫§ÿ¡¢Õß∫√‘…—∑√“¬≈–‡Õ’¬¥‡°’ Ë¬«°—∫ºŸÈ∫√‘À“√·≈–ºŸ È¡’Õ”π“®§«∫§ÿ¡¢Õß∫√‘…—∑√“¬≈–‡Õ’¬¥‡°’ Ë¬«°—∫ºŸÈ∫√‘À“√·≈–ºŸ È¡’Õ”π“®§«∫§ÿ¡¢Õß∫√‘…—∑√“¬≈–‡Õ’¬¥‡°’ Ë¬«°—∫ºŸÈ∫√‘À“√·≈–ºŸ È¡’Õ”π“®§«∫§ÿ¡¢Õß∫√‘…—∑

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56

Mr. Sudhitham Chirathivat

Director

(Authorized Director)

Mr. Tos Chirathivat

Director

(Authorized Director)

Mr. Preecha Ekkunagul

Director

(Authorized Director)/

President

Central Pattana PCL.

Central Group of

Companies

Central Retail

Corporation Ltd.

Central Retail

Corporation Ltd.

Big C Super Center PCL.

CRC Power Retail Co., Ltd.

B2S Co., Ltd.

Robinson Department

Store PCL.

57

ROBINSON

Details of Board of Directors and Authorized OfficerDetails of Board of Directors and Authorized OfficerDetails of Board of Directors and Authorized OfficerDetails of Board of Directors and Authorized OfficerDetails of Board of Directors and Authorized Officer

Name/ PositionAge

(years)Education Background

Family

Relationships

with the

Management

55

39

45

- Bachelor Degree (Electrical Engineering)

University of Maryland (College Park), USA

- MBA (Operations Research)

Iona University, New York, USA

- BA Wesleyan University, CT, USA

- MBA (Finance)

Columbia University, NY, USA

- Bachelor Degree(Chemical Engineering)

Chulalongkorn University

- Master degree (Industrial and Management)

Asia Institute of Technology

Uncle of

Mr. Tos

Chirathivat

Nephew of

Mr.Sudhitham

and

Mrs. Narttaya

Chairathivat

-

0.04

-

-

1990-2002

Present

1996-2001

2002-Present

1995-2000

2000-2003

2003-Present

President and

Chief Executive Officer

Excutive Commitee-

Retail and Real Estate

Chief Operational Officer

Chief Executive Officer

Managing Director

President

President

Share

Holding

(%)

Work Experience (past 5 Years)

Organization

/CompaniesDuration Position


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58

59

ROBINSON


Name/ PositionAge


Family

Relationships

with the

Management

Mrs. Narttaya Chirathivat

Director (Authorized

Director)/Vice President-

General Goods Line

Mr. Pandit Mongkolkul

Director (Authorized

Director)

Mr. Pracha Phatayakorn

(Financial Advisor)

41

41

40

- Bachelor Degree -Economic

University of Hartford, CT, USA.

- MBA University of Hartford in Paris,France

- Bachelor Degree- Accounting,


- MBA (Finance and International Business)

Sasin Graduate Institute of Business

Administration

- Bachelor Degree-Accounting,


- MBA (Finance and International Business)

Sasin Graduate Institute of Business

Administration

Aunt of

Mr. Tos

Chirathivat

-

-

-

-

-

1995-Present

1992-Present

2000-Present

1994-1997

2000-Present

Vice President-General

Goods Line

Financial and Investment

Director

Director

Senior Department Head

(Investment Banking)

Director

Director

Robinson Department

Store PCL.

Harng Central

Department Store

Co., Ltd.

Robinson Planner

Co., Ltd.

Nitipat Co., Ltd.

Robinson Planner

Co., Ltd.

Share

Holding

(%)


Organization



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61

ROBINSON


Name/ PositionAge


Family

Relationships

with the

Management

Mr. Vitaya Chavananand

Mr. Vasit Taepaisitphong

(Director & Independent

Director)

MR. Paul Millar

(Vice President - Retail

Business Line)

Mr. Chatchai

Tuongratanaphan

(Vice President

- Asset Management Line)

47

41

43

47

- Bachelor Degree

- Political Science-Finance Major


- MBA Webster University, USA

- Bachelor Degree-Cost Accounting


- MBA,University of Texas at Arlington

- MASTER M.A. (HONS) GLASGOW

UNIVERSITY UK. M.S.C. MARKETING

- STRATHCLYDE BUSINESS SCHOOL, UK.

- Bachelor Degree (Chemical), Mahidol University

- MBA (International Marketing)

United States International University

- DBA (International Business)

United States International University

-

-

-

-

-

-

1986-Present

1988-Present

1990-1997

1998-Present

1996-2001

Director and Finance

Department Head

Director and Senior

General Manager

Country Manager,

Thailand

Vice President-Retail

Business Line

- Store General Manager

- Operation Director

- Training &

Development Director

- Special Project Director

Assistant

Wijitpan Construction

Co.,Ltd.

Company in

the Batagrow Group

Marks & Spencer Pll UK

Robinson Department

Store Public Co., Ltd.

Big C Super Center

Share

Holding

(%)


Organization


-

-

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ROBINSON

62


Name/ PositionAge


Family

Relationships

with the

Management

Share

Holding

(%)


Organization


Mr. Sukitti Kittipassorn

(Assistant Vice President-

Retail Business Line)

Miss Vajariya

Anamwathana

(Assistant Vice President-

Marketing Line)

Mr.Parivat Sopasit

(Assistant Vice President

Finance and

Administration Line)

48

42

45

- Bachelor Degree (Pharmacology),

Mahidol University

- MBA, Thammasat University

- Bachelor Degree, Faculty of Art,

Thammasat University

- Master Degree, Faculty of

Mass Communication,

Thammasat University

- Bachelor Degree (Cost Accounting),


1996-Present

1996-1999

1999-Present

1997-2000

2000-2003

2003-Present

Vice President-Retail

Business Line

General Manager

Assistant

Vice President-

Marketing Line

Accounting & System

Manager

Accounting Director

Assistant

Vice President-

Finance and

Administration

Robinson Department


Inchcape Marketing

Service Co., Ltd.

Robinson PLC.

Siam Guardian

Glass Co., Ltd.

CRC Power

Robinson Department


63

ROBINSON


°“√®—¥°“√°“√®—¥°“√°“√®—¥°“√°“√®—¥°“√°“√®—¥°“√ManagementManagementManagementManagementManagement

⌫ ⌫

⌫ ⌫⌫⌫⌫⌫

⌫⌫ ⌫⌫

⌫⌫⌫ ⌫⌦⌫⌫ ⌫ ⌫ ⌫⌦⌫⌫

⌫⌫⌫

⌫ ⌦ ⌫

⌫ ⌫ ⌦

⌫

⌦⌦⌫⌫ ⌫

⌫ ⌫ ⌫ ⌫ ⌫⌫

⌦⌦⌫ ⌫⌫⌫⌫⌫

64


Scope of work and authority of the Board of Directors

1. To carry out activities in accordance with the Governing Laws, Objectives and the Articles of Association

of the company and the resolutions of shareholders’ meeting

2. To honestly perform the functions of Directors, protect the Company and maximize any benefit to the Company.

3. Directors are obliged not to operate the same business and not to compete with the Company either for

their own interest or others’. Except in such case that a notice is made to the shareholders' meeting

before the election of the Board.

4. To notify the Company without delay in the following cases;

4.1 There are some direct or indirect benefits/losses to the Director in any contract the Company makes

during an accounting period. The Director must inform facts about the nature of the contract, people

involved in the contract and also benefit/loss of the Director.

4.2 In the case of a Director holding shares or bonds in the Company and subsidiaries, the Director has to

specify the number of shares that are increased or decreased in each accounting period.

5. To prepare a financial status report of the Company

However, the administrative authority of the Company is currently with the Plan Administrator, who

has authorized executives of the Company to operate the business in general.

The Scope of Authority and Duty of the Board of Executive Officers

1. To carry out activities of the Company in accordance with the authority given to the Board.

2. To carefully carry out the Company's business operations.

3. To honestly perform functions, protect and maximize the benefit of the Company.

Nomination of Directors and Executives of Robinson Department Store PCL.

Structure of the Board of Directors / the Appointment / and Dismissal Procedure

Structure: The Board of Directors comprises at least five Directors and at least haft of the numbers

of Board of Directors must domicile in Thailand territory.

Appointment Procedure: Directors must be appointed in the General Shareholders' Meeting

according to the following rules and processes:

1. Voting will be casted by majority, assigning one share with one vote.

2. Each Shareholder shall cast all his votes to each nominee.

65

Management


⌦⌫ ⌫⌦⌫⌦ ⌫⌫⌦⌫⌫ ⌫⌦⌫ ⌫⌫⌦⌫⌦⌫ ⌫⌫

⌫⌫⌦ ⌦⌦⌫⌫⌫ ⌦ ⌫⌫ ⌫ ⌫⌫⌫

⌦⌫⌫

⌫⌫ ⌦⌦⌫

⌫ ⌫

⌦ ⌫⌫ ⌫ ⌫ ⌫⌫⌫

⌫ ⌫ ⌦⌫ ⌫


66


3. The nominee who has the highest vote and the runners up will be elected as Directors equal to

the number of Directors that shall be appointed. In case, there is a tie between nominees, the Chairman will

add one vote to reach the final resolution.

In case o position becomes available before the due term, the Board of Directors must select a

person who is qualified to be a replacement in the next Director's meeting except when the term of Directors

has less than 2 months to be served. The replacement will be in his term only for the remaining period of that

Director whom he replaces. However, the resolution of the replacement has to come from 3/4 of the total

votes of the remaining Directors.

Number of Directors is not specified in The Articles of Association of the Company, therefore it

depends on the decision of a General Shareholders' Meeting.

Minor Shareholder's rights in appointing a Director of the Company

The Company's Articles of Association has specified that each shareholder has one vote for one

share, and the cumulative voting is not applicable.

However, the administrative authority is currently not with the Board of Director, it is instead with the

Plan Administrator. Therefore, such rights to appoint a Director are also be with the Plan Administrator.

Remuneration for Directors and the Management

At present, Director and the Management Remuneration Plan is set to refer to the industry index, in order to

attract and maintain the qualified and expertise Executive and Directors with the company. Remuneration

Subcommittee is not yet established as the company is now under the Rehabilitation Plan. Summary of

Remunerations are provided below:

Monetary Remuneration

The remuneration for Directors comprises monthly remuneration and car allowances. The total remuneration

for 4 Directors in 2003 is Baht 7,217,490.

The remuneration for the Management including the management who are directors of the company comprises

monthly salary, bonus and others (car allowances). Total remuneration for 6 Directors in 2003 is Baht

14,965,835.

67


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Non-Monetary Remuneration

There is no non-monetary remuneration in 2003.

Corporate Governance

1. Policy of Corporate Governance

The Company, by the administrative authority of the Plan Administrator realized the importance of

"good governance", in concert with the policy of Stock Exchange of Thailand. Therefore, Company Executives

and the Plan Administrator studied directors and appropriate procedures to implement the "good governance"

principles, such as internal auditing to supervise operations according to an internal audit provision. Another

consideration is investor relations for distributing the correct information to shareholders, analysts, and other

stakeholders. However, the company is still in the process of rehabilitation, therefore, there are limitations to

completely implementing the "good governance" principles. The Company and the Plan Administrator are

still implementing the following principles in order to support the good governance.

- Prudent administration in accordance with the Rehabilitation Plan to achieve good performance,

together with the long-term value added, and the prevention of any default, which would harm

shareholders.

- Implement accountability operation and timely disclosure of information to all shareholders equally.

- Operate with a high concerns of risks, establish a precaution criteria to prevent any damage

including a contingency plan in the event of emergency.

- Strict compliance to the regulation imposed by the regulatory agency including the Stock

Exchange of Thailand and the Securities and Exchange Commission.

2. Shareholder's Meeting and Rights

The Company did not set up 2002 Shareholder's Meeting because the rights of shareholders except

rights to receive dividends fell upon the Plan Administrator. However, the Company still reported the status of the

operation and the progress on the Rehabilitation Plan to the shareholders via the Stock Exchange of Thailand

electronics channel. The Company's Annual Report was also distributed to all shareholders. In addition, the Company

held a press conference on November 18th, 2002 to clarify the understanding on the principle of the Rehabilitation

plan, the progress on the implementation according to the plan and the Company's operational performance

69


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⌦⌦⌫⌫ ⌦ ⌫ ⌫ ⌫ ⌫ ⌫ ⌫⌫⌫⌫

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70


3. Stakeholders' Right

Beside the stakeholders, the Company also realizes the importance of all groups of stakeholders

such as Executives, employees, customers, business partners, competitors, creditors, the community, the

government and other concerned parties. The Company realizes that all of these stakeholders supports will

lead to the long-run success of the Company.

4. Leadership and Vision

The Plan Administrator's Board of Directors is comprised of 3 representatives from the debtors and

3 representatives from the creditors. They share collaboration to determine the vision, mission, strategy,

target, business plan and annual budget proposed by the Company Executives and also supervised the

Executives who were assigned by the Plan Administrator to operate in accordance with the specified terms

and conditions set forth in the Rehabilitation Plan. The purpose is to maximize the value to the business

under the terms and conditions and objectives of the Plan. Nonetheless, the mentioned authority is assigned

only for the normal business operations, therefore, if there is any extraordinary cases, the company share

seek prior approval from the Plan Administration.

5. Conflict of Interest

The Company policy is to follow the Stock Exchange of Thailand regulations regarding the prevention

of conflict of interest that includes inter-company transactions and transfer /acquisition of assets by means of

price and condition - setting base on Arm's Length basis. Moreover, the Company supervises the use of

inside information by determine that new executives must report the holding of securities and also the transfer

of the Company's securities pursuant to section 59 of the Securities and Exchange. Act B.E. 2535. The

company also clearly specifies the responsibilities of the executives and organization units by prohibiting

executives or any persons who have inside information from disclosing that information to outsiders or

unconcerned parties, except in the case of public disclosure according to the Stock Exchange of Thailand

regulations. Any violation shall be subject to the disciplinary action according to the Company's regulations.

6. Business Ethics

The Company is developing a written policy regarding business ethics that executives and employees

are required to comply with. However, the company has normally clarified the understanding of these ethic

issues to new executives and employees during orientation with special emphasis on the punishment if

ethical conduct is violated.

71


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72


7. Balance of Power for Non-Executive Directors/Aggregation or Segregate of Position

The authority of the Board of Directors has transferred to the Plan Administrator comprised of 3

representatives from the debtors and 3 representatives from the creditors. This committee has duty and

responsibility in accordance with the Bankruptcy Law to operate under the Rehabilitation Plan with the

purpose of continuous business operation in the long run and to ensure that creditors would receive the

amount owed as planned. The Plan Administrator realizes the benefits of all groups of stakeholders including

the shareholders in carrying out the business operation by closely monitoring and governing the Company's

operation. However, after the Company has successfully completed the Rehabilitation Plan, the Company's

management authority will be returned to the Board of Directors of the Company. At present, the Board of

Directors comprises of 9 Directors, including 2 independent Directors, which are accounting to 20% of all

Board members. However, the Chairman is not in the position of Management Director.

8. Board of Director's Meeting

At present, the Company has not held any Board of Directors' Meeting owing to the transfer of the

Board pf Directors' authority to the Plan Administrator.

9. Subcommittee

The committee has not set up a subcommittee to assist in supervising operations. However, the Com-

pany is studying the process in setting up an audit committee, which will be established once the Company has

successfully completed the Rehabilitation Plan. Although the Remuneration Subcommittee has not been

established, the company has procedure to consider the appropriate remuneration, which is reflected the industry

standard.

10. Controlling Systems and Internal Audit

The company substantially realizes the importance of internal control by clearly determining the

duty and authority of executives and staff in the form of a flowchart where the revision and improvement of

authority are periodically considered based on the competitive environment and the risk. The Company

supervised the utilization of assets by establishing the Asset Management Unit including the separation of

the operators' duties to be balance and crosschecked. Additionally, the Company implemented internal audit

and control the finance of the Company and subsidiaries by reporting the financial report to the executives.

73


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74


For the internal audit, the Company is studying the process to set up such unit. However, the Plan

Administrator is presently responsible to monitor the Company's cash flow on the monthly basis. This is to

ensure that this is no unrelated transaction arising in the normal business operation of the company.

11. Risk Management

The Company regulates the criteria to prevent and reduce 3 major risks as follows:

(1) Criteria to prevent/reduce the merchandising risk

The Company increases the strictness of the inventory management by arranging the appropriate

level of goods to meet the customers' demand, regularly checking and counting the correct number and detail

of transactions including the follow-up of inventory aging to prevent obsolete and quality depleted stocks.

(2) Criteria to prevent the loss and damaged assets

The Company provides the criteria and also arranges the officers to take care and responsible for

the loss prevention such as the arrangement of the fire alarm, fire extinguish equipment, contingency plan to

the bomb-threat, riot, blackout, the installation of CCTV to prevent the assets robbery also including the

arrangement of the contingency plan to reduce the impacts arising from such events and to maintain the

business opportunity as much as possible.

(3) Criteria for security

The Company sets up a committee to be responsible for the hygiene, safety and environment in all

18 branches to ensure that employees can work effectively on the basis of safety and good health.

12. Board of Director's Report

The committee of the Plan Administrator and the Executives are responsible for the consolidated

financial statements of the Company and its subsidiaries and all information presenting in the Annual Re-

port. Such financial statements are prepared in accordance with Thai General Accepted Accounting Prin-

ciples by the adoption of the appropriate accounting policy and consistent practice including the disclosure

of substantial information in the Notes to the financial statements.

The committee has the opinion that the internal control of the Company is at the satisfactory level

and believes in the creditability of the financial report of the Company and its subsidiaries as of December

31st, 2003

75


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⌫ ☺ ⌫⌦⌫⌫⌫ ⌫ ⌦⌫⌫⌫⌫⌫ ⌦ ⌫ ⌫⌫⌫⌫⌫ ⌫⌫ ⌫⌫⌫ ⌫

⌫ ⌦⌦⌫


76


13. Investor Relations

The company realizes the importance of the disclosure of the accurate, complete, transparent,

equal and timely information including the financial report and business information which impact the price of

the Company's share by distributing such information via the communication channel of the stock market.

The Company, however has not set up the Investment Relation Unit, the financial management division is

assigned to be responsible for the investment relations by communicating the information to the institutional

investors, shareholders, stock analysts, press and general public. To acquire such information, the investors

are invited to contact at tel. 02-248-2626 extension 733.

Supervision on Insider Information

The company has clearly determined the duty and responsibility of staff in form of Job Description

and also has trained staff to accurately understand theirs duties including the Company's regulations.

However, such action may cause some inside information revealing to staff and then to public without

permission. Therefore, the Company specifically allows the high-level executives to be informed such important

inside information, especially the financial information by limiting the information access by each level of

staff with the assistance of computer system. The Company will disclose information to those concerned at

the appropriate time only without the contravention to the concerned regulations of the Stock Exchange of

Thailand and relevant laws. Moreover, the Company has regulation in connection with the staff disclosing

the Company's confidential information. This is to enforce in the case of investigation that any staff disclose

the confidential or financial information without permission shall be subject to be investigated and strictly

punished in accordance with the Company's regulations

.

Human Resources

The Company has 2,162 employees as of December 31st, 2003 including the employees in the

head office and operational employees routinely operate in 18 branches throughout the country.

77


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Remuneration

The staff remunerations are salary, bonus, reward in consideration of work performed, special

allowance, 4% jointly paid to the Social Security Fund including allowances in form of medical treatment,

marriage payment, educational payment to the inheritance, death payment, catastrophe payment, uniform,

right to purchase with staff price, annual medical check, health insurance for executives etc.

Moreover, the company has set up the Employees' Provident Fund in which the company will jointly

pay at the same rate applied to the salary and paid by the staff.

In 2003 the Company incurred personnel expenses of Baht 458,086,491.76.

Policy to Develop the Employee

Employees are the valuable assets of the organization and the Company realizes the importance of

all staff at all levels. The Company has a policy to continuously and truthfully train and develop all staff .A

Training Road Map and annual training by action plan to be consistent with Training Road Map and the

Company's policy were established strongly. There are 4 types of trainings as follow:

1. Functional Training

2. Management Training

3. People Skill Training

4. Technological and Computer Skill Training

Additionally, the company has a goal to take care staff to be pleased and ready to work which also

supports to provide activities both with staff and with the staff and families such as the New Year party for

staff, family day's activities to build better and closer relationships. Besides, it also provides the staff library

(Easy Corner) for their recreations and further study by their owns, and also takes care, arranges and

maintains facilities to be ready to use at all times.

79


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⌫ ⌫⌫⌫⌦ ⌦⌫⌦ ⌫ ⌫⌫⌫

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°“√§«∫§ÿ¡¿“¬„π°“√§«∫§ÿ¡¿“¬„π°“√§«∫§ÿ¡¿“¬„π°“√§«∫§ÿ¡¿“¬„π°“√§«∫§ÿ¡¿“¬„πInternal ControlInternal ControlInternal ControlInternal ControlInternal Control

80


The Company is under the Rehabilitation Plan administered by the Robinson Planner Ltd. The

Plan Administrator closely monitors the operation of the Company and its subsidiaries, especially the

Company’s cashflow and also monitors the cashflow beyond the ordinary course of business.

For the opinion of the Company's auditor, there is no opinion concerning the internal control of the

Company in the audited report and financial statements for the year 2003.

For the risk management, the Company concerns and substantially considers the risk factors both

currently expose and expose in the future. The Company also analyzes the consequences and regulates

the criteria or the business plan to mitigate risks as mentioned in the article of risk factors.

For the control and monitor, the Company clearly regulates the approval authority and the authority

level in order that the expense requisition is on track with the budget approved by the Plan Administrator.

Also, the regulations and the operation process and the audit are distinctly regulated to evaluate the performance

and find out the deficiency need to be improved.

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√“¬°“√√–À«Ë“ß°—π√“¬°“√√–À«Ë“ß°—π√“¬°“√√–À«Ë“ß°—π√“¬°“√√–À«Ë“ß°—π√“¬°“√√–À«Ë“ß°—πInter-Company TransactionInter-Company TransactionInter-Company TransactionInter-Company TransactionInter-Company Transaction

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Parts of assets, liabilities, income, cost and expenses of the Company and its subsidiaries are

inter-company transactions. These businesses are related by means of having the same shareholders and/

or directors. In this regard, the Company and its subsidiaries have policies in setting the transfer price of the

related parties as follows:

(a) The Company and its subsidiaries have policies in setting price to sell goods and provide service

to the related parties in which such price shall not less than the price in acquiring goods or receiving services.

(b) Interest costs on borrowing or lendings between the company and subsidiaries and related companies

are determined by referring to the interest rates of certain local financial institutions plus 1.0 % to 1.5 % per annum

(c) The Company and its subsidiaries have policies in setting price for rental or service based on

the percentage of price per square meters with reference to the market price.

Table representing the material inter-Company transactions

Related Companies Relationship with the Company Inter- Company Value

Cost of goods

C-Trade Sakol Co., Ltd. the same group of control 520.43

Central Trading Co., Ltd.

Central Garment Factory Co.,Ltd.

Textral Textiles Limited

Area Service Charges

Central Trading PLC. Directorship 29.30

Rental and Service Income

Power Buy Co., Ltd. Robinson's Associates held 40% of shares. 51.97

CRC Sport Co., Ltd. Robinson's Associates held 29.19% of shares. 47.10

Rental and Service Income

B2S Co., Ltd. the same group of control 31.86

CRC Power Retail Co., Ltd.

Office Club (Thai) Co., Ltd.

83

Inter - Company Transactions


⌫ ⌦⌫⌫⌦ ⌫ ⌦⌫ ⌫ ⌫ ⌦

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√“¬°“√√–À«Ë“ß°—π√“¬°“√√–À«Ë“ß°—π√“¬°“√√–À«Ë“ß°—π√“¬°“√√–À«Ë“ß°—π√“¬°“√√–À«Ë“ß°—πInter-Company TransactionInter-Company TransactionInter-Company TransactionInter-Company TransactionInter-Company Transaction

84


The Necessary of Inter-Company Transactions

Owning to the fact that the Company has operated the group of businesses where most of businesses

are similar, which are Department Store or retail business. To increase the capability in competition bargaining

power with the business partners and the effectiveness in capital management, the Company, subsidiaries

and Associates have entered into the inter-company transactions. Some transaction made between the

Company and associates which is in form of renting out space coming from the business necessity in seeking

the particular goods and fully offer to sell in the Department Store such as Power Buy, Super Sport, B2S etc.

Such transaction will then assist the Company to maintain the customer base.

Measurement and Procedure to approve the Inter-Company Transactions

The Company and its subsidiaries are complied with the Notification of the Stock Exchange of

Thailand regarding the measurement, method and the disclosure of related transactions of the listed companies

under the supervision of the Plan Administrator.

Future trend for the Inter-Company Transactions

The Company and its subsidiaries continually have the policy in respect of the inter-company transac-

tions as they are arising in the normal business operation. The terms and conditions are reflected the market

mechanism to maximize the benefit to the company.

85


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⌫ ⌫⌫⌫ ⌫⌦⌫⌫⌫⌦

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⌫ ⌫⌫⌫⌦ ⌫ ⌦⌫

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⌦ ⌦⌦⌫ ⌫⌦ ⌫ ⌫⌦⌦

§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“π§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“π§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“π§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“π§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“πManagement Discussion and AnalysisManagement Discussion and AnalysisManagement Discussion and AnalysisManagement Discussion and AnalysisManagement Discussion and Analysis

86


The Explanation and the Financial Analysis and the Operational Result (Management Disscussion

and Analysis)

Financial Status and Operational Results

The Company and its subsidiaries generated the sales increase Baht 149.39 million in 2003,

representing 1.96% sales growth, compared to 0.75 % sales growth in 2002. Given the strong competition

environment in retailing businesses and the SARS outbreaks situation which partly affected the Company

and its subsidiaries’ performance in the second quarter 2003, the Company and its subsidiaries still be

keeping the growth rate at a satisfaction level.

Sales and Other Revenues

The sales increase in connection with the re-merchandising policy resulted in a higher gross profit

margin as evidenced by the increase in gross profit amount of Baht 132.03 million, or 8.36 % increase from

2002. In addition to rental and service income increased of Baht 10 million from the same period of 2002.

The increase was attributed to the cooperation between the Company and its subsidiaries and business alliances

to open new area in Robinson for specialty stores in exchange for shared income as percentage of their sales.

Additionally, Gain from investment in affiliated companies was at Baht 32.26 million compared to

Baht 73.40 million in 2002, recorded by the equity method. The decrease was due the realization of historical

loss in the subsidiaries of affiliated companies, together with the implementation of new provision policy for

potential loss from stock obsolescence.

Cost of sale

The Company and its subsidiaries have cost of sales for the year 2003 in the proportion of 77.5% of

sale comparing to the same period of the previous year of 79.26%. The reduction of that cost of sale comes

from more effectiveness in merchandising, and also the reduction of frequency in sale promotion in from of

discount, which is the continuous attempt since 2002.

Selling and Administrative Expenses

An increase in selling and administrative expenses of Baht 78.56 million, or 3.73 % increase compared

to the same period of 2002 which was much below the growth in gross profit. This was mainly due to the

increase in personnel expenses to facilitate the development of merchandises, marketing expenses incurred

from the Re-launching event, the increase in utility expenses as a result of adjustment in selling area of each

87


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§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“π§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“π§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“π§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“π§”Õ∏‘∫“¬·≈–«‘‡§√“–ÀÏ∞“π–∑“ß°“√‡ß‘π·≈–º≈°“√¥”‡π‘πß“πManagement Discussion and AnalysisManagement Discussion and AnalysisManagement Discussion and AnalysisManagement Discussion and AnalysisManagement Discussion and Analysis

88


store, and the newly implemented provision for credit stock obsolescence. However, such increase was

partly setoff by the reduction in stock loss and damage as a result of preventive measure for stock loss

control, and the reduction in restructuring expenses since the Company had already completed the major

restructuring steps in 2002.

Net Profit and Interest Expenses

For interest expense shown in 2003, the Company and its subsidiaries incurred interest expense of

only Baht 7.89 million which was paid to a certain local financial institutions according to the restructuring

agreements of the Company 's subsidiaries. This was not the interest payable to the Notes issued in accor-

dance which the Company' s Business Reorganization Plan. The Company had already included all accrued

interest expense portion being fall due from the issue date to the maturity date of new Notes over the par value of

the Notes, thus there would be no interest expense incurred from the Notes shown in the Profit & Loss Statement.

In consideration of profit after interest, tax, and Minority Interests (excluded debt-restructuring gain

in 2002 of Baht 15,256.93 million,) the Company and its subsidiaries recorded a net profit of Baht 515.20

million in 2003, an increase of Baht 52.57 million of 11.36% from 2002.

Assets

Total assets of the Company and its subsidiaries in the year 2003 are decreased due to the amortization of

the long-term rental rights for the use of land and buildings which are considered as the major assets of the Company.

Furthermore, the Company has changed the method to record the inventory and trade creditors. In

the Balance Sheet as of December 31st,2003, the Company recorded only inventories and trade creditors,

credit to be consistent with the responsibility in the Company's inventory management.

Liabilities and Shareholders' Equity

Liabilities of the Company and its subsidiaries are accounting for 58% of total liabilities, comprising of

partially secured amortizing notes issued to the creditors in accordance with the Rehabilitation Plan which will

be due in 2005. In January 2004, the Company started to repurchase Notes to reduce the refinancing risk and

the default risk on the final repayment of principals and interests .

The increase in shareholders' equity came from the ability to build the sale growth and the

continuous profit earned from 2002 and 2003. Accordingly, the retained earning has at the first time incurred

in the second quarter of the year 2003. As of December 31st, 2003, the Company has retained earning in

the amount of Baht 364 millions.

89

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��&��⌫)�2�')�&8�&�� !%3 ��%!39�� &��##��:�� ⌫�⌫)� �� )&%35⌦)��!8��&��1��1'239�� )�8�%!�&�#��)�# )��)��#⌫��'&)� ��1�!��#'�⌫)� !�)��7�� 37��2�� %#) ��&��&#�⌦��8�&�,⌫��!��' �:�� 3�2�� ⌫ )�37��&�� 1'2��3�!��#'8�� 3�2�#��&�#��#�2�#��' �� ⌫�⌫ )��8�1'23�2#�(��⌫)�&� ��⌫)�37��2�� 5⌦)��37�� !��⌦� �'�!��3�2�#��⌦��&�#��#�2�#��1�!��⌫)��8�� !��&#��)�&)��&��! ��')�&8��3�⌫)�37��(;<��)��#�2�#8��1�!��&�#��7��

�� 3⌫��!& ��⌫) *+ , �&��# -./0 %!�&#��'��1'2�)&�1�)��%�� '��8�� )&#��1�)�5⌦)��&(�� 3⌫��!& ��⌫) *+ , �&��# -./0 �� )&#��')��⌫5⌦)�� #�%!��&��'�� 8�� )&#! ��')�& ( & ��⌫) *+ , �&��# -./0 #⌫��&�3�2#�( *//=* '��"��'2 /=.. �� <�&#�� &# 1'2��'2 /=0* �� <�&#�� 4��2�� $ �)&�1�)��%��'��8�� )&#! ��')�&�� 3⌫ ��!& ��⌫) *+ , �&��# -./0 #⌫��&�3�2#�( *-=* '�� "��'2 0=-> ��%��,�$

ß∫°“√‡ß‘πß∫°“√‡ß‘πß∫°“√‡ß‘πß∫°“√‡ß‘πß∫°“√‡ß‘πFinancial StatementsFinancial StatementsFinancial StatementsFinancial StatementsFinancial Statements

90

ROBINSON

REVIEW REPORT OF CERTIFIED PUBLIC ACCOUNTANT

To the Shareholders of Robinson Department Store Public Company Limited

I have audited the accompanying consolidated balance sheets of Robinson Department Store Public Com-

pany Limited and its subsidiaries as at December 31, 2003 and 2002, the consolidated statements of income,

changes in shareholders' equity and cash flows for each of the years ended December 31, 2003 and 2002. I

have also audited the balance sheets of Robinson Department Store Public Company Limited as at December

31, 2003 and 2002, the statements of income, changes in shareholders' equity and cash flows for each of the

years ended December 31, 2003 and 2002. The management of Robinson Department Store Public Company

Limited is responsible for the correctness and completeness of information presented in these financial state-

ments. My responsibility is to issue a report on these financial statements based on my audits.

Except as discussed in the following paragraph, I conducted my audits in accordance with generally

accepted auditing standards. This Standard requires that I plan and perform the audit to obtain reasonable

assurance as to whether the financial statements are free of material misstatement. An audit includes examining

on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also

includes assessing the accounting principles used and significant estimates made by management, as well as

evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my

opinion.

The financial statements for the year ended December 31, 2003, included investments in the associated

companies and share of profit from investments in those associated companies which were computed from the

financial statements of those companies for the year ended December 31, 2003, which were not audited. The

investments in the associated companies as at December 31, 2003 amounted to approximately Baht 344.3

million (4.55% of total assets for the consolidated financial statements and 4.63% of total assets for the Company's

financial statements). The share of profit from investments in the associated companies for the year ended

December 31, 2003, amounted to approximately Baht 32.3 million (6.27% of net profit).

91

ROBINSON

�� ⌫��⌫�⌦�� ⌫ �� !��"#��$�� %��⌫� ��"�&��⌫�$�� ⌫�'$#�(�) �� * ��⌫� +, -��.�� '�) �� #/��'�) �)'$��$#$/��'��)�⌫$��$�#��#⌫� ��%�� $��$�.��0��$� �/ �# 1��23 '�)��%�� $��$�.��0��$� �/ �# 1��23 '�)��%��0#�!4 ��⌫�.�&$��)$/.�5�� 52⌫�⌫��"�

��⌫� ��"�&��) �� + ��%��"#�� ⌦ $�'�� /"�� &��%��'�� 6⌦ ��.�"#�� ./*�� ⌫ �� "��"#��$��'�)��⌦ "�&�� %��$/��⌫$��$�#��⌫� +, -��.� �� %��#�� "#�� $��'��0#�� ⌫�.��7��⌫�$/�� %��)�/�⌫$��$�#��⌫� +, -��.� �� ⌦��⌫��'��"�

1�� ?��.�3 �4�$��52⌫��5��

��)��⌫� ++8@

��%�� .�⌫��⌫ A4��"2� $��52⌫ �/ �# ��.�

,8 ��A��-9 ��8


92

ROBINSON

In my opinion, except for the effects of such adjustments to the 2003 financial statements, if any, as

might have been disclosed had the financial statements of the associated companies been audited by me, as

described in the third paragraph, the financial statements referred to above present fairly, in all material respects,

the financial position of Robinson Department Store Public Company Limited and of Robinson Department

Store Public Company Limited and subsidiaries as at December 31, 2003 and 2002, and the results of their

operations and their cash flows for the years then ended in conformity with generally accepted accounting principles.

As described in Note 3 to the financial statements, the Company had retroactively adjusted the

recording of share of profit from investments in certain associated companies, which was previously computed

from the financial statements not audited and was recorded in the financial statements for the year ended

December 31, 2002. Subsequently, the financial statements of those associated companies were audited by

me. Accordingly, our present opinion on the financial statements for the year ended December 31, 2002, as

presented herein, is different from my previous report.

(Winid Silamongkol)

Certified Public Accountant

Registration No. 3378

KPMG Phoomchai Audit Ltd.

Bangkok

February 17, 2004

93

ROBINSON

��

� �� ⌫� !" #� �� $%&' �� $%&%


�� ⌫ �(��$#'�)�� (�⌫��(��(��$#�) �⌫� ��.�� B $*�-�B �� ⌫�( ⌫��+�� B ��%��,� C(��-�� ) �� ,��)�)$��'�)(��#��' ��%��$�.��.�(��,� B $*�-�$�� .�� *(⌫�� ,�� ⌫��

�� ⌫��(�� *-� *�� * �� ⌫�( ⌫��+�� (��-�� )�� ,��)�)��' � �� ⌫�( ⌫��+�� ⌫�#� ��.��'�)�*/ �*. B $*�-�$�� .0�� *(⌫�� ,�� ⌫��

��

�� ⌦�� ⌫�

1,365,213,659 1,346,433,315 357,078,398 872,208,993

5, 6 22,995,436 17,311,578 40,434,351 32,075,941

6 120,472,940 118,851,350 85,516,086 84,998,000

5 - - 1,829,942,778 1,264,540,677

7 520,744,752 483,829,955 345,107,517 312,068,465

8 69,240,907 50,401,273 42,630,586 34,877,281

2,098,667,694 2,016,827,471 2,700,709,716 2,600,769,357

9, 14 344,262,690 311,952,148 1,737,867,428 1,714,922,738

5 - - 61,223,493 61,223,493

10, 14 4,359,484,780 4,652,424,230 2,711,813,868 2,950,588,844

11, 21 770,913,993 797,274,934 230,751,121 245,980,773

5,474,661,463 5,761,651,312 4,741,655,910 4,972,715,848

7,573,329,157 7,778,478,783 7,442,365,626 7,573,485,205

��

� ��

��

94

ROBINSON

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED

AND SUBSIDIARIES

BALANCE SHEETS

DECEMBER 31, 2003 AND 2002

CURRENT ASSETS

Cash and cash equivalents

Trade accounts receivable - net

- Related parties

- Other companies

Short-term loans and advances to

subsidiaries

Inventories - net

Other current assets

Total Current Assets

NON-CURRENT ASSETS

Investments in shares

of related parties

Long-term loans to related parties

Property and equipment - net

Other non-current assets

Total Non-Current Assets

TOTAL ASSETS

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

1,365,213,659 1,346,433,315 357,078,398 872,208,993

5, 6 22,995,436 17,311,578 40,434,351 32,075,941

6 120,472,940 118,851,350 85,516,086 84,998,000

5 - - 1,829,942,778 1,264,540,677

7 520,744,752 483,829,955 345,107,517 312,068,465

8 69,240,907 50,401,273 42,630,586 34,877,281

2,098,667,694 2,016,827,471 2,700,709,716 2,600,769,357

9, 14 344,262,690 311,952,148 1,737,867,428 1,714,922,738

5 - - 61,223,493 61,223,493

10, 14 4,359,484,780 4,652,424,230 2,711,813,868 2,950,588,844

11, 21 770,913,993 797,274,934 230,751,121 245,980,773

5,474,661,463 5,761,651,312 4,741,655,910 4,972,715,848

7,573,329,157 7,778,478,783 7,442,365,626 7,573,485,205

ASSETS

In Baht

Consolidated The Company Only

2003 2002 2003 2002

Note (Restated) (Restated)

95

ROBINSON

� ��

��

�� ⌫ !�� ⌫�� ⌫�� ⌫ �⌫�� ⌫�� !��""��#��$�� %��$�$��&'$ ��(��⌫ �⌫��%�⌫�'��$��)��(�� !�� &�'�� *+(� ��⌫��,�(��(� �⌫��#��()#�$ ��⌦��⌫��⌫�� ⌫�� ⌫ !�� ⌫��

�� *��.�� #��( ��)�� &'$�� !��

/ ��⌫ 01 2�� 3456 &'$ 3454


��⌫��"��#$�%&�'($��

5 112,731,953 102,376,337 70,272,763 58,512,005

1,243,802,572 1,335,220,650 649,997,334 706,426,703

13 159,193,373 159,193,373 - -

5 17,464,932 12,759,126 1,047,470,897 1,036,628,425

14 372,722,000 372,240,100 372,722,000 372,240,100

345,804,703 375,313,609 227,516,125 262,881,009

2,251,719,533 2,357,103,195 2,367,979,119 2,436,688,242

96

ROBINSON

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Trade accounts payable

- Related parties

- Other companies

Liability under guarantee

agreement of subsidiary

Short - term loans and

advances from related parties

Current portion of partially secured

amortizing notes (convertible

upon default)

Other current liabilities

Total Current Liabilities

5 112,731,953 102,376,337 70,272,763 58,512,005

1,243,802,572 1,335,220,650 649,997,334 706,426,703

13 159,193,373 159,193,373 - -

5 17,464,932 12,759,126 1,047,470,897 1,036,628,425

14 372,722,000 372,240,100 372,722,000 372,240,100

345,804,703 375,313,609 227,516,125 262,881,009

2,251,719,533 2,357,103,195 2,367,979,119 2,436,688,242


AND SUBSIDIARIES

BALANCE SHEETS (Continued)


In Baht


2003 2002 2003 2002


97

ROBINSON

�� *��.�� #��( ��)�� &'$�� !��

/ ��⌫ 01 2�� 3456 &'$ 3454


��⌫��"��#$�%&�'($��

��⌫ �� ⌫ �� ⌫��⌫� �� !��⌫�"��#�$� � �� %�"��&�'($��⌫��)�$�$� * �!�+��⌫��,�$#,��&� -�⌦��⌫�,��)��)" �$�!��"��!-�� /⌦��⌦�$ ��+⌫��($��⌫ �� ($��#��$��#⌫�⌫��(��!��⌫ ��⌫ �� ⌫ �

��⌫ ��

5 - - 113,300,000 113,300,000

12 34,098,064 35,592,147 - -

14 2,836,377,149 3,329,660,636 2,847,698,849 3,342,484,136

9 - - 42,256,952 51,300,811

368,226,119 493,081,865 192,452,947 273,601,864

25,794,611 16,799,200 7,320,350 -

3,264,495,943 3,875,133,848 3,203,029,098 3,780,686,811

5,516,215,476 6,232,237,043 5,571,008,217 6,217,375,053

� � � ��

��

98

ROBINSON

NON-CURRENT LIABILITIES

Long-term loan from subsidiary

Liabilities under debt restructuring

agreements of subsidiaries

Partially secured amortizing notes

(convertible upon default) - net

of current portion

Provision for loss from investments

in subsidiary companies recorded

by the equity method

Deferred lease income

Other non-current liabilities

Total Non-Current Liabilities

Total Liabilities



AND SUBSIDIARIES




(Continued)

5 - - 113,300,000 113,300,000

12 34,098,064 35,592,147 - -

14 2,836,377,149 3,329,660,636 2,847,698,849 3,342,484,136

9 - - 42,256,952 51,300,811

368,226,119 493,081,865 192,452,947 273,601,864

25,794,611 16,799,200 7,320,350 -

3,264,495,943 3,875,133,848 3,203,029,098 3,780,686,811

5,516,215,476 6,232,237,043 5,571,008,217 6,217,375,053

In Baht


2003 2002 2003 2002


99

ROBINSON

13 11,106,611,330 11,106,611,330 11,106,611,330 11,106,611,330

631,152,923 631,152,923 631,152,923 631,152,923

13 (11,550,831,352) (11,550,831,352) (11,550,831,352)(11,550,831,352)

10 1,224,015,784 1,300,143,838 1,224,015,784 1,300,143,838

121,642 73,141 121,642 73,141

16 96,215,000 96,215,000 96,215,000 96,215,000

364,072,082 (227,254,728) 364,072,082 (227,254,728)

1,871,357,409 1,356,110,152 1,871,357,409 1,356,110,152

185,756,272 190,131,588 - -

2,057,113,681 1,546,241,740 1,871,357,409 1,356,110,152

7,573,329,157 7,778,478,783 7,442,365,626 7,573,485,205

�� *��.�� #��( ��)�� &'$�� !��

0 ��⌫ 12 2�� 3456 &'$ 3454


��⌫��"��#$�%&�'($��)�$*

��#$�%&�'($��*(�,�� * �B �*�#�)(�⌫��*�$��1 ,D,,ED ,D,++ �*��/(�� ,,D,E D ,,D++E ��-/⌫ �� '�) ��

�)�.��*��) ,E ��B �*��⌫�� '�)(�⌫� 2/�)'��*�$��1 ,D,,ED ,D,++ �*��*��) ,E ��

$�( �� )�.�� * �$��#� )�.�� * �$�( �� *�� 2 ⌫��.�� 7$�$�( �� *�� (/�⌫��'/�� )�.��(�� *-�� 7(3,��+��+��%��$/��2�� F�� /0� 1+�#�*3 $)$��$�+��3)�8 ,��*��%��-�1 �$�+��3)�8 ,��*�$��$�+��3)�8 ,��*�

��⌫�$�'�)$�+��3)�8 ,�� *�

�� ⌦�� ⌫�

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100

ROBINSON

In Baht


2003 2002 2003 2002



AND SUBSIDIARIES




(Continued)

SHAREHOLDERS' EQUITY

Share capital - common shares,

- Authorized share capital, common

share 1,110,661,133 shares (Baht

11,106,611,330) in 2003

and 2002 at Baht 10 par value

- Issued and paid-up share capital,

common shares 1,110,661,133

shares, Baht 10 per share

Premium on share capital

Discount on share capital

Revaluation increment in assets

Revaluation increment from changes

in available - for - sale investment

value of associated company

Legal reserve

Retained earnings (deficit)

Shareholders' Equity of the

Parent Company

Minority interests

Total Shareholders' Equity

TOTAL LIABILITIES AND

SHAREHOLDERS' EQUITY


13 11,106,611,330 11,106,611,330 11,106,611,330 11,106,611,330

631,152,923 631,152,923 631,152,923 631,152,923

13 (11,550,831,352) (11,550,831,352) (11,550,831,352)(11,550,831,352)

10 1,224,015,784 1,300,143,838 1,224,015,784 1,300,143,838

121,642 73,141 121,642 73,141

16 96,215,000 96,215,000 96,215,000 96,215,000

364,072,082 (227,254,728) 364,072,082 (227,254,728)

1,871,357,409 1,356,110,152 1,871,357,409 1,356,110,152

185,756,272 190,131,588 - -

2,057,113,681 1,546,241,740 1,871,357,409 1,356,110,152

7,573,329,157 7,778,478,783 7,442,365,626 7,573,485,205

101

ROBINSON

��

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� � � ��

�� "+�� "+��

�� ,��-��,��.��.�⌫��,��/�⌫��+��,��0� ��# ��,��.� ��" ��#�&⌫��# ,��.�⌫�� .1�-��

��!"�#�� " -��+��+ ��-��# ��-��" ��.� ��" ��#�&⌫��# ,��.�⌫�� .1�-��!"�#��

��$�$� � ⌫��#��&'�(��⌫ ��

5 7,764,672,228 7,615,279,052 4,641,503,008 4,626,914,198

5 633,273,180 623,770,214 385,205,916 377,336,495

5 3,942,807 4,640,509 431,351,608 465,797,145

- 64,053,434 - 64,053,434

17, 5 383,256,536 298,915,436 386,566,290 307,281,081

32,262,041 73,401,781 - -

8,817,406,792 8,680,060,426 5,844,626,822 5,841,382,353

5

6,053,406,122 6,036,038,343 3,613,449,208 3,651,487,072

2,183,316,150 2,104,751,159 1,586,739,462 1,544,701,087

- - 122,335,616 156,364,657

8,236,722,272 8,140,789,502 5,322,524,286 5,352,552,816

580,684,520 539,270,924 522,102,536 488,829,537

102

ROBINSON

In Baht


2003 2002 2003 2002



AND SUBSIDIARIES

STATEMENTS OF INCOME

FOR EACH OF THE YEARS ENDED DECEMBER 31, 2003 AND 2002

REVENUES

Sales

Rental and service income

Interest income

Income from reversal of accrued

expenses

Other income

Share of profit from

investments recording

by the equity method

before extraordinary

item of subsidiaries

Total Revenues

EXPENSES

Cost of sales

Selling and administrative expenses

Share of loss from investments

recording by the equity method before

extraordinary item of subsidiaries

Total Expenses

Profit Before Interest

Expense and Income Tax

5 7,764,672,228 7,615,279,052 4,641,503,008 4,626,914,198

5 633,273,180 623,770,214 385,205,916 377,336,495

5 3,942,807 4,640,509 431,351,608 465,797,145

- 64,053,434 - 64,053,434

17, 5 383,256,536 298,915,436 386,566,290 307,281,081

32,262,041 73,401,781 - -

8,817,406,792 8,680,060,426 5,844,626,822 5,841,382,353

5

6,053,406,122 6,036,038,343 3,613,449,208 3,651,487,072

2,183,316,150 2,104,751,159 1,586,739,462 1,544,701,087

- - 122,335,616 156,364,657

8,236,722,272 8,140,789,502 5,322,524,286 5,352,552,816

580,684,520 539,270,924 522,102,536 488,829,537

103

ROBINSON

� � � ��

�� "+�� "+��

$� � ⌫��#��

(��⌫ ��

��'��(��⌫ ��

��) ��*�)�� ⌫ � +,��$�-.�/0$� � ��)�� $�

��#��#��+��

�� 1� 22 ��,�� ⌫�

-��2 ��,�� ⌫�

-��

��)��*�

��$� � �� 0��3��,��.1�-��.1�-��)��*�� ⌦�� ⌫�

��

�� ⌫��⌫� �� ! � � ��


(7,888,164) (22,640,781) (6,903,780) (26,198,740)

18 (27,988,836) (26,110,508) - -

544,807,520 490,519,635 515,198,756 462,630,797

(29,608,764) (27,888,838) - -

515,198,756 462,630,797 515,198,756 462,630,797

13 - 14,747,769,382 - 14,747,769,382

12 - 46,524,902 - 46,524,902

515,198,756 15,256,925,081 515,198,756 15,256,925,081

0.46 1.43 0.46 1.43

13 - 45.61 - 45.61

12 - 0.14 - 0.14

0.46 47.18 0.46 47.18

104

ROBINSON


AND SUBSIDIARIES

STATEMENTS OF INCOME (Continued)


In Baht


2003 2002 2003 2002


Interest Expense

Income Tax

PROFIT AFTER TAX

Net Profit of Minority Interests

PROFIT FROM ORDINARY

ACTIVITIES

Extraordinary Items:

- Gain on debts restructuring

of the Company

- Gain on debts restructuring

of subsidiaries

NET PROFIT

Basic Earnings per Share

Profit from ordinary activities

Extraordinary item of the Company

Extraordinary item of subsidiaries

Net profit


(7,888,164) (22,640,781) (6,903,780) (26,198,740)

18 (27,988,836) (26,110,508) - -

544,807,520 490,519,635 515,198,756 462,630,797

(29,608,764) (27,888,838) - -

515,198,756 462,630,797 515,198,756 462,630,797

13 - 14,747,769,382 - 14,747,769,382

12 - 46,524,902 - 46,524,902

515,198,756 15,256,925,081 515,198,756 15,256,925,081

0.46 1.43 0.46 1.43

13 - 45.61 - 45.61

12 - 0.14 - 0.14

0.46 47.18 0.46 47.18

105

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� � ��

��

�� ⌫� � ��

�� ⌫�� ⌦��"�� #��$%⌫ &'('��%��)��

�� ⌫� ��

��⌫��

��%��$%��%��$%��⌫�� ⌦��"�� #��$%⌫ &'(*��%��)�� ⌫� ��

1,480,881,510

13,327,933,590

( 3,702,203,770)

-

-

-

-

11,106,611,330

-

11,106,611,330

-

-

-

-

11,106,611,330

��⌫��

��⌫�� ! ��"��"#$�� %"!��#�� &�� "' �� "' ��(⌫��"#$�� )��*"�� +��,� (� �-� � .��!��/ �� )��*"��

631,152,923

-

-

-

-

-

-

631,152,923

-

631,152,923

-

-

-

-

631,152,923

-

(11,550,831,352)

-

-

-

-

-

(11,550,831,352)

-

(11,550,831,352)

-

-

-

-

(11,550,831,352)

1,376,284,820

-

-

(76,140,982)

-

-

-

1,300,143,838

-

1,300,143,838

(76,128,054)

-

-

-

1,224,015,784

(18,843,218)

-

-

-

241,682

-

-

(18,601,536)

18,674,677

73,141

-

48,501

-

-

121,642

96,215,000

-

-

-

-

-

-

96,215,000

-

96,215,000

-

-

-

-

96,215,000

(19,262,524,561)

-

3,702,203,770

76,140,982

-

15,178,066,052

-

(306,113,757)

78,859,029

( 227,254,728)

76,128,054

-

515,198,756

-

364,072,082

197,669,062

-

-

-

-

27,888,838

( 35,426,312)

190,131,588

-

190,131,588

-

-

29,608,764

( 33,984,080)

185,756,272

(15,499,164,464)

1,777,102,238

-

-

241,682

15,205,954,890

(35,426,312)

1,448,708,034

97,533,706

1,546,241,740

-

48,501

544,807,520

(33,984,080)

2,057,113,681

��

ROBINSON

106

1,480,881,510

13,327,933,590

( 3,702,203,770)

-

-

-

-

11,106,611,330

-

11,106,611,330

-

-

-

-

11,106,611,330

631,152,923

-

-

-

-

-

-

631,152,923

-

631,152,923

-

-

-

-

631,152,923

-

(11,550,831,352)

-

-

-

-

-

(11,550,831,352)

-

(11,550,831,352)

-

-

-

-

(11,550,831,352)

1,376,284,820

-

-

(76,140,982)

-

-

-

1,300,143,838

-

1,300,143,838

(76,128,054)

-

-

-

1,224,015,784

(18,843,218)

-

-

-

241,682

-

-

(18,601,536)

18,674,677

73,141

-

48,501

-

-

121,642

96,215,000

-

-

-

-

-

-

96,215,000

-

96,215,000

-

-

-

-

96,215,000

(19,262,524,561)

-

3,702,203,770

76,140,982

-

15,178,066,052

-

(306,113,757)

78,859,029

( 227,254,728)

76,128,054

-

515,198,756

-

364,072,082

197,669,062

-

-

-

-

27,888,838

( 35,426,312)

190,131,588

-

190,131,588

-

-

29,608,764

( 33,984,080)

185,756,272

(15,499,164,464)

1,777,102,238

-

-

241,682

15,205,954,890

(35,426,312)

1,448,708,034

97,533,706

1,546,241,740

-

48,501

544,807,520

(33,984,080)

2,057,113,681


In Baht

Consolidated

Revaluation Increment (Reduction)

from Changes

in Available-

Share Capital for-Sale Investment Retained Earnings Minority

- Issued and Premium Discount on Value of Associated Appropriated for Retained earnings Interests

Fully Paid on Share Capital Share Capital in Assets Company-Net Legal Reserve (Deficit) in Subsidiaries Total

Balance as at January 1, 2002

Increase in share capital

Decrease in share capital

Depreciation and amortization

transferred from revaluation

increment in assets

Decrease (Increase) in

revaluation reduction

Net profit for the year 2002

Dividends

Balance as at December 31, 2002

As previously reported

Adjustment

Balance as adjusted



increment in assets




Dividends



AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


107

ROBINSON

�� !"#�� $%&$��5�� ⌫�� 6�� '%&�� !'%"#(⌫��*�+ ��⌫% �� , �+�� - !"# ��


� � ��

��

�� ⌫� � �� ⌫�� ⌦��!⌫ ��

�� ⌫� "� �� #��⌫�� $��"��#"��"��#"��⌫�� ⌦��$�� %��#"⌫ &'()�� ⌫� "� �� %

1,480,881,510

13,327,933,590

( 3,702,203,770)

-

-

-

11,106,611,330

-

11,106,611,330

-

-

-

11,106,611,330

��⌫��

��⌫�� !�"��#� $�� %�� & �� & ��'⌫��!�� #��(��)�� *��+� '� �,� � -#��. ��

631,152,923

-

-

-

-

-

631,152,923

-

631,152,923

-

-

-

631,152,923

-

(11,550,831,352)

-

-

-

-

(11,550,831,352)

-

(11,550,831,352)

-

-

-

(11,550,831,352)

1,376,284,820

-

-

( 76,140,982)

-

-

1,300,143,838

-

1,300,143,838

(76,128,054)

-

-

1,224,015,784

(18,843,218)

-

-

-

241,682

-

(18,601,536)

18,674,677

73,141

-

48,501

-

121,642

96,215,000

-

-

-

-

-

96,215,000

-

96,215,000

-

-

-

96,215,000

(19,262,524,561)

-

3,702,203,770

76,140,982

-

15,178,066,052

(306,113,757)

78,859,029

( 227,254,728)

76,128,054

-

515,198,756

364,072,082

(15,696,833,526)

1,777,102,238

-

-

241,682

15,178,066,052

1,258,576,446

97,533,706

1,356,110,152

-

48,501

515,198,756

1,871,357,409

��

ROBINSON

108


AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)


1,480,881,510

13,327,933,590

( 3,702,203,770)

-

-

-

11,106,611,330

-

11,106,611,330

-

-

-

11,106,611,330

631,152,923

-

-

-

-

-

631,152,923

-

631,152,923

-

-

-

631,152,923

-

(11,550,831,352)

-

-

-

-

(11,550,831,352)

-

(11,550,831,352)

-

-

-

(11,550,831,352)

1,376,284,820

-

-

( 76,140,982)

-

-

1,300,143,838

-

1,300,143,838

(76,128,054)

-

-

1,224,015,784

(18,843,218)

-

-

-

241,682

-

(18,601,536)

18,674,677

73,141

-

48,501

-

121,642

96,215,000

-

-

-

-

-

96,215,000

-

96,215,000

-

-

-

96,215,000

(19,262,524,561)

-

3,702,203,770

76,140,982

-

15,178,066,052

(306,113,757)

78,859,029

( 227,254,728)

76,128,054

-

515,198,756

364,072,082

(15,696,833,526)

1,777,102,238

-

-

241,682

15,178,066,052

1,258,576,446

97,533,706

1,356,110,152

-

48,501

515,198,756

1,871,357,409


In Baht

Consolidated

Revaluation Increment (Reduction)

from Changes

in Available-

Share Capital for-Sale Investment Retained Earnings

- Issued and Premium Discount on Value of Associated Appropriated for Retained earnings

Fully Paid on Share Capital Share Capital in Assets Company-Net Legal Reserve (Deficit) Total


Increase in share capital

Decrease in share capital



increment in assets

Decrease (Increase) in revaluation

reduction



As previously reported

Adjustment

Balance as adjusted



increment in assets





109

ROBINSON

ROBINSON

� � � �� "+�� "+��

��&) ��)#��#�� ,��"�&��+� ��) ��*� +,� ��)��4#��5 #��#�� # -�34�50��"� ��# ��+ 3��,��"�&�-��# ��-��" ��,�� .� ��" ��#�&⌫��# ,��.�⌫�� .1�-��,�� ⌫�� "��67��.�0��/�⌫��.30�� 4/��.�⌫��,��.��/�⌫��,��/�⌫��+��,��/�⌫� ⌫�� " .#⌫� �0� ��.30�� ⌫��4/��.30��8�⌫�� 6 �⌫��,�� ⌫�-��,�� ⌫�-��-��" �� 8�⌫�� 6 �⌫��

�� &) ��)

��⌫�� "�#� �⌫� $% &� #�� '()* �� '()(


515,198,756 15,256,925,081 515,198,756 15,256,925,081

29,608,953 27,888,838 - -

(32,262,041) (73,401,781) 122,335,617 156,364,657

(911,280) (1,227,916) (622,366) (1,841,360)

517,465,833 533,583,940 368,599,405 381,616,078

27,110,724 14,084,255 17,704,893 8,769,061

(114,792,596) (114,067,573) (72,275,766) (72,708,179)

- (64,053,434) - (64,053,434)

(6,979,955) - (6,979,955) -

- (435,988) - (1,321,298)

(41,654,754) - (41,650,046) -

- (14,747,769,382) - (14,747,769,382)

- (46,524,902) - (46,524,902)

1,044,183 693,601 - -

110

ROBINSON

CASH FLOWS FROM

OPERATING ACTIVITIES:

Net profit

Adjustments to reconcile net profit (loss)

to net cash provided by operating activities:

Net profit of minority interests

Share of loss (from) investments recording

by the equity method before extraordinary item

of subsidiaries

Gain on sales of property and equipment


Provision for shortage and damage inventory

Realized deferred lease income

Income from reversal of accrued expenses

Income from reversal of other current liabilities

Reversal of provision for doubtful accounts

Reversal of allowance for withholding income tax

Gain on debts restructuring of Company

Gain on debts restructuring of subsidiaries

Loss on write-off withholding tax


AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS


In Baht


2003 2002 2003 2002

(Restated) (Restated)

515,198,756 15,256,925,081 515,198,756 15,256,925,081

29,608,953 27,888,838 - -

(32,262,041) (73,401,781) 122,335,617 156,364,657

(911,280) (1,227,916) (622,366) (1,841,360)

517,465,833 533,583,940 368,599,405 381,616,078

27,110,724 14,084,255 17,704,893 8,769,061

(114,792,596) (114,067,573) (72,275,766) (72,708,179)

- (64,053,434) - (64,053,434)

(6,979,955) - (6,979,955) -

- (435,988) - (1,321,298)

(41,654,754) - (41,650,046) -

- (14,747,769,382) - (14,747,769,382)

- (46,524,902) - (46,524,902)

1,044,183 693,601 - -

111

ROBINSON

)��6� ��''� 4 ��⌦��5 2��⌫�� 9� �� ⌫�� ⌫��

��⌫�)�� ⌦�� 4''�52 ��⌫��9� ��⌫�� ⌫��⌫�� ⌫�� )) ��*��#��#��

��&) ��)#��#��'�� !��"��!�� # ��$⌦��% �� ;��&��'�⌫��⌫$��'��! �� (� ��$ ⌦�� ⌫� �⌫��$��!��<��⌫�!�� &��)� �� * ��$ ⌦�� !��$��⌫�!�� &��)� ��))��*� !"�+!��#��'��

��"�� +�� '��! #��(�% ��"��&) ��) #��%

�'��&⌫��!��⌫� ,- .�� /012 �� /010


� � � �� "+�� "+��

(7,305,448) 15,169,022 (8,876,496) (1,332,283)

(64,025,520) (167,043,410) (50,743,945) (69,037,791)

(18,839,635) 35,317,306 (7,753,305) (6,233,726)

60,573,007 (72,473,740) 53,116,288 (26,574,608)

(81,062,462) 146,382,074 (44,668,611) 26,350,973

(22,528,951) (38,420,306) (28,384,929) (37,171,854)

(1,067,740) (400,000) (1,552,801) -

759,571,074 704,225,685 813,446,739 755,457,033

- 1,567,669 (718,677,954) 179,507,994

- (10,000,000) - (10,000,000)

- - - 18,875,009

(218,834,075) (257,137,357) (126,622,978) (210,209,663)

- - (999,930) -

1,617,478 10,063,509 1,184,443 9,461,163

(217,216,597) (255,506,179) (845,116,419) (12,365,497)

112

ROBINSON


AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS (Continued)


In Baht


2003 2002 2003 2002


Decrease (increase) in Operating Assets

Trade accounts receivable

Inventories

Other current assets

Other non-current assets

Increase (decrease) in Operating Liabilities

Trade accounts payable

Other current liabilities

Other non-current liabilities

Net Cash Provided by Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Decrease (Increase) in short-term loans

and advances to subsidiaries

Increase in restricted investments

in fixed deposit

Decrease in long-term loans to related

companies

Purchase of property and equipment

Increase in investments in shares

Proceeds from sales of property and equipment

Net Cash Used in Investing Activities

(7,305,448) 15,169,022 (8,876,496) (1,332,283)

(64,025,520) (167,043,410) (50,743,945) (69,037,791)

(18,839,635) 35,317,306 (7,753,305) (6,233,726)

60,573,007 (72,473,740) 53,116,288 (26,574,608)

(81,062,462) 146,382,074 (44,668,611) 26,350,973

(22,528,951) (38,420,306) (28,384,929) (37,171,854)

(1,067,740) (400,000) (1,552,801) -

759,571,074 704,225,685 813,446,739 755,457,033

- 1,567,669 (718,677,954) 179,507,994

- (10,000,000) - (10,000,000)

- - - 18,875,009

(218,834,075) (257,137,357) (126,622,978) (210,209,663)

- - (999,930) -

1,617,478 10,063,509 1,184,443 9,461,163

(217,216,597) (255,506,179) (845,116,419) (12,365,497)

113

ROBINSON

��&) ��)#��#��#�� !��⌫� �⌫��$�� $⌦��⌫��3�� **��'&��$��"�� $⌦��('��⌫��&��(��!�� ('�� ⌫��**�&��+��⌫�$��"�� &��4� ��)) ��*�!"�+!��#��#��

��)&'�� ⌫�� ) �� ⌦��4''�5 8 )��*�

� ��)&'�� ⌫�� )9 ��+⌫

� ��)&'�� ⌫�� )9 ��)��+⌫

��"�� +�� '��! #��(�% ��"��&) ��) #��%

�'��&⌫��!��⌫� ,- .�� /012 �� /010


� � � �� "+�� "+��

4,705,806 - 10,842,472 47,616,348

- 18,875,009 - -

(492,801,587) (896,684,932) (494,303,387) (896,684,932)

(1,494,083) (9,813,350) - -

(33,984,269) (35,426,312) - -

(523,574,133) (923,049,585) (483,460,915) (849,068,584)

18,780,344 (474,330,079) (515,130,595) (105,977,048)

1,346,433,315 1,820,763,394 872,208,993 978,186,041

1,365,213,659 1,346,433,315 357,078,398 872,208,993

114

ROBINSON


AND SUBSIDIARIES



In Baht


2003 2002 2003 2002


CASH FLOWS FROM

FINANCING ACTIVITIES:

Increase in short-term loans

and advances from related parties

Increase in liability under guarantee


Repayment of partially secured amortizing notes

Repayment of liability under debt restructuring

agreements of subsidiaries

Payment of dividends

Net Cash Used in Financing Activities

NET INCREASE (DECREASE) IN CASH

AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT

BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS

AT END OF YEAR

4,705,806 - 10,842,472 47,616,348

- 18,875,009 - -

(492,801,587) (896,684,932) (494,303,387) (896,684,932)

(1,494,083) (9,813,350) - -

(33,984,269) (35,426,312) - -

(523,574,133) (923,049,585) (483,460,915) (849,068,584)

18,780,344 (474,330,079) (515,130,595) (105,977,048)

1,346,433,315 1,820,763,394 872,208,993 978,186,041

1,365,213,659 1,346,433,315 357,078,398 872,208,993

115

ROBINSON

�� -= ��!�� ⌫�� !

) ��&⌫&��!�� !�� ;��5�� ;��&��'�� !�� ⌫�� !

/= ��!�� &⌫�'��!�� ⌫��3�"⌫ ��!�

��"�� +�� '��! #��(�% ��"�� #��%

�'��&⌫��!��⌫� ,- .�� /012 �� /010


� � � �� "+�� "+��

$6 ��⌫�,��+��.� ��

$6% + �⌫ '()( ��,�� ⌫�,��⌫�� # ��6 %>??? �� .�@ �"� ��/ AAA �� "� ��,��"� ��/�� # ��6 ))) �� "� 7⌦�,�� +��.�� ⌫��.� �⌫�,��⌫�� ⌫.0�� ,- �� ⌫� ��,��. � ��.�⌫� ��" -�� %)>ABA6A �� .�@ %%>%B*6* �� ⌫#��5"��7.�0��-��" ��-��⌫�� ,#�+ �3 C0� C4��

�� ⌦�� ⌫�

1,364,103,447 1,345,328,583 355,968,186 871,104,261

1,110,212 1,104,732 1,110,212 1,104,732

1,365,213,659 1,346,433,315 57,078,398 872,208,993

7,813,968 2,197,632 - -

61,050,374 58,550,687 24,526,416 24,604,750

116

ROBINSON


AND SUBSIDIARIES



In Baht


2003 2002 2003 2002


SUPPLEMENTAL DISCLOSURE OF

CASH FLOW INFORMATION

1. Cash and Cash Equivalents at end

of Year Consisted of :

Cash and deposits at financial institutions

Short - term investments in fixed deposits

Total Cash and Cash Equivalents

2. Cash paid during the year:

Interest expense

Income tax

3. Non-cash transactions

3.1 In 2002, the Company converted unsecured debt of approximately Baht 1,777 million into approximately

888 million ordinary shares and issued approximately 444 million ordinary shares, which would be conditionally

assigned to the unsecured financial creditors. In addition, the Company proceeded with the registration of

a decrease in the Company's capital from Baht 14,808.8 million to Baht 11,106.6 million. The purpose of

the capital reduction is to reduce the Company's deficit as stipulated in the rehabilitation plan.


1,364,103,447 1,345,328,583 355,968,186 871,104,261

1,110,212 1,104,732 1,110,212 1,104,732

1,365,213,659 1,346,433,315 57,078,398 872,208,993

7,813,968 2,197,632 - -

61,050,374 58,550,687 24,526,416 24,604,750

117

ROBINSON

��

� �� #� �⌫� $% &� #�� '()* �� '()(


�� :��

��"�� +�� '��! #��(�% �!� �⌫�� &9��"��(��'��! �&� �:�� !� �⌫�� !��&� �:�� "��D��"��!' ��.�� ⌫�� 3�� (��E+��E +!��⌫�'�� *��⌫� �$�⌫� / 5��⌫�� $��:� $�� &� �:�� "��!��.��.�� #��"��% ��&��.�� 3��3��+!�4��5��$��"�� <⌫��#&� �:��% �'��!

��: ��

�� ⌫��!�' &9� �� &9�3�"��*(⌫�⌫��&$��&� �:�� ⌫�� ⌫� �⌫��5�&��⌫��!�'$ ⌦ �� !�F�� 4��!' �� !��*(⌫ �⌫��&$��&� �:�� ⌫��!�'$⌦ ��+!� (��.⌫�� ⌫�!��&��&��.�� (�� &��)��.�� (��!� ��&� ��

�� !��$��4� �� "��!��!�'�� G��3�"��H"$ ⌦ �� G��3�"��⌫� <⌦ ��!��' �� 5�&��$�� (� �&� �:

�� ⌫��!��*(⌫$��"�� +�� '��! #��(�% ��"�� <⌦ ��"��⌫�'��5�� $��⌫��⌫��.�� ⌫�� "��!��!��&�⌫�

��"�� +��⌫�� '��! ��!�!' ��)�(�� &� �:�� II=I- II=I-��"�� +��(!'�� '��! ��!�!' ��)�(�� &� �:�� II=,0 II=,0��"�� +��(!� �'��! ��!�!' ��)�(�� &� �:�� II=;< II=;<��"�� +�� '��! ��!�!' ��)�(�� &� �:�� II=;2 II=;2��"�� +��$�� '��! ��!�!' ��)�(�� &� �:�� II=II II=II

;<

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118

ROBINSON

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES

NOTE TO FINANCIAL STATEMENTS


GENERAL AND BASIS OF FINANCIAL STATEMENT PREPARATION AND PRINCIPLES OF CONSOLIDATION

Robinson Department Store Public Company Limited is incorporated as a limited public company in Thailand and

registered on the Stock Exchange of Thailand. The Company and its subsidiaries own and operate a department

store chains under the brand of "Robinson". The registered head office address of the Company is located at 2

Silom Road, Suriyawong, Bangrak, Bangkok, Thailand. The Company has also jointly invested with groups of business

partners (Indirectly subsidiaries) outside Bangkok through a holding company, CR (Thailand) Co., Ltd. engaging in

department stores.

Basis for Financial Statement Preparation

The statutory financial statements are prepared in Thai Baht and in the Thai Language in conformity with generally

accepted accounting principles in Thailand. Accordingly, the accompanying financial statements are intended solely

to present the financial position and results of operations and cash flows in accordance with accounting principles

and practices generally accepted in Thailand. The accompanying financial statements have been prepared under

historical cost convention, except land, leasehold improvement, building system equipment and leasehold right which

are presented at appraised value.

For the convenience of the readers, an English translation of financial statements has been prepared from the Thai

language financial statements that are issued for domestic reporting purposes.

The accompanying consolidated financial statements included the financial statements of Robinson Department Store

Public Company Limited and its subsidiaries, in which the Company has control or invested over 50% of their

voting rights. These subsidiaries are detailed as follows:

1.

Country of Percentage of Holdings (%)

Business Type Registration 2003 2002Direct Subsidiaries

Robinson Anusawaree Co., Ltd. Dormant Company Thailand 99.91 99.91

Robinson Rajdamri Co., Ltd. Dormant Company Thailand 99.35 99.35

Robinson Ratchada Co., Ltd. Dormant Company Thailand 99.80 99.80

Robinson Nakarin Co., Ltd. Dormant Company Thailand 99.86 99.86

Robinson Sukhumvit Co., Ltd. Dormant Company Thailand 99.99 99.99

119

ROBINSON

$��/0$�� 4��$�'�5 +�� (�*��# #�� ⌫��!� ��


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�� !"#�$ ��%$ $"&��'�()#�! *��&+%) ,�-�. ,�-�.�� &��/�&�(� !"#�$ ��01� *��&+%) 22-22 22-22�� &��/��# � !"#�$ ��%$ $"&��'�()#�! *��&+%) 22-22 22-22�� 3⌫��4 �*��&+%)� !"#�$ ��01� *��&+%) 22-22 22-22J5KLMNOPQ �R� STU- ��01� *��&+��&�&3⌫) 22-2� 22-2�� 4$⌫ ��V�� !"#�$ ��V��0��)4 *��&+%) 22-26 22-26�� 7�� &��-�⌫-�⌫- !"#�$ ��01� *��&+%) 22-22 5

�� 3⌫��4 �1$� ��⌫ �*��&+%)� !"#�$ � �0�� *��&+%) ,�-.. ,�-..�� 3⌫��4 89&#:� �*��&+%)� !"#�$ � �0�� *��&+%) �2-22 �2-22�� 3⌫��4 ��+�⌫ ��( �*��&+%)� !"#�$ � �0�� *��&+%) �2-22 �2-22�� 3⌫��4 ��$��;� �*��&+%)� !"#�$ � �0�� *��&+%) ,�-.. ,�-..�� 3⌫��4 &(⌫)0�� *��&+%)� !"#�$ � �0�� *��&+%) 62-22 62-22�� 3⌫��4 �1��( ��⌫ �*��&+%)� !"#�$ � �0�� *��&+%) ,�-22 ,�-22�� 3⌫��4 !��1�⌫ �*��&+%)� !"#�$ � �0�� *��&+%) ��-22 ��-22�� 3⌫��4 ��(�1�⌫ �*��&+%)� !"#�$ � �0�� *��&+%) �2-22 �2-22

��)��)$�0#��< �0� �!�$�� 0<⌦ ��*��&+%) )#&� � J 5 KLMNOPQ �R� STU- 3⌦�0&*:��⌫�!�$�� 0<⌦ ��*��&+��&�&3⌫) ��)��)��0*��&+$�0#��&*:��⌫�)�0$"&��'�()#�!��)4��;�<�0��)��) $�0#��&*:��9#��⌫ &0�� #9 )/� �1 �#9 ��$�#&�⌫ )� �0��!�#�� )��)��*��&+��&�&3⌫)$�0#��⌫�#1�&0��0#�� ⌦�0&*:�&0��

��)#��;(⌫��0��)��)⌫��⌫��)�"��;%$ >9#��$��;(⌫��#!�#0�#��&0��⌫ ��

0�#��&0��&?��%$ ��$0��;(⌫&?�� 0�� 7�� !"#�$ ��(�� 7$)��%$ ��⌦#&0��01��)��)�� 01�&#��#�� )�� . <�01�!$�&�⌫)�� 7$)�� ⌫��%$ &�⌫)��0#"%� !�#&0��01��)��)�"��'!�#0�#��&0��3⌦�0��!��7$)@9 ��;(⌫�� 0#"%�!�#&0��01� ��0��0�"��*⌫�� 1$��⌫� �� "��'!�# 0�#��&0��"��*⌫�� 1$��⌫�� <�0��&��⌫ 3⌦�0)�0%��%$ ��!��7$)@9 ��;(⌫ &0��01��$�0#�� '

120

ROBINSON

Country of Percentage of Holdings (%)

Business Type Registration 2003 2002


NOTE TO FINANCIAL STATEMENTS (Continued)


Sapanmai Department Store Co., Ltd. Dormant Company Thailand 74.50 74.50

Kruerpetch Co., Ltd. Investing Company Thailand 99.99 99.99

Kruerkaew Co., Ltd. Dormant Company Thailand 99.99 99.99

CR (Thailand) Co., Ltd. Investing Company Thailand 99.99 99.99

R-Trading (L) BHD. Investing Company Malaysia 99.92 99.92

RD Pattana Co., Ltd. Real Estate Thailand 99.98 99.98

Robinson S.P.V. Co., Ltd. Investing Company Thailand 99.99 -

Indirect Subsidiaries

CR Udorn Thani (Thailand) Co., Ltd. Department Store Thailand 76.00 76.00

CR Phuket (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99

CR Nakhon Sri Thammarat (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99

CR Had Yai (Thailand) Co., Ltd. Department Store Thailand 76.00 76.00

CR Chiang Mai (Thailand) Co., Ltd. Department Store Thailand 89.99 89.99

CR Ubon Ratchathani (Thailand) Co., Ltd. Department Store Thailand 74.99 74.99

CR Chantaburi (Thailand) Co., Ltd. Department Store Thailand 64.99 64.99

CR Rajchaburi (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99

All of the above subsidiaries are incorporated in Thailand, except for R-Trading (L) BHD., which is incorporated in

Malaysia. The foreign subsidiary is an active company and its major assets are receivable, loan to, bond and interest

receivable from the Company. The functional currency of a portion of transactions of this Malaysian subsidiary is Baht.

The significant intercompany transactions between the Company and its subsidiaries have been eliminated in the

consolidated interim financial statements.

The Company's financial statements represent the accounts of Robinson Department Store Public Company Lim-

ited. The Company has recorded investments in subsidiaries and associated companies (those with more than 20%

of registered capital owned by the Company) by the equity method. The share of profit from investments in subsidiaries

is computed based on the audited financial statements. The share of profit from investments in certain associated

companies for the year ended December 31, 2003, which were computed from the financial statements of those

121

ROBINSON

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122

ROBINSON




companies for the year ended December 31, 2003 which were not audited by auditors. The investments in the

associated companies as at December 31, 2003 amounted to approximately Baht 344.3 million (4.55% of total

assets for the consolidated financial statements and 4.63% of total assets for the Company's financial statements).

The share of profit from investments in the associated companies for the year ended December 31, 2003, amounted

to approximately Baht 32.3 million (6.27% of net profit).

THE BUSINESS OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES

The Company and subsidiaries have been effected by business in the past. This caused the Company entered into

the debt restructuring process and rehabilitation plan problems (Note 13). The Company successfully complied with

conditions outlined in the rehabilitation plan. As at December 31, 2003 and 2002, the Company had outstanding

loan receivable net of provision for loss from investments in subsidiary companies recorded by the equity method

of approximately Baht 1,717.3 million and Baht 1,124.9 million, respectively, for the Company's financial statements.

This subsidiary is a holding company in the group and is carrying significant deficit as at December 31, 2003 and

2002. The accompanying financial statements reflect management's current assessments of the impact to date of

the business situation on the financial position of the Company and subsidiaries. Actual results could differ from

management's current assessments and such differences could be material.

ADJUSTMENTS

The previously - reported financial statements of the Company for the year ended December 31, 2002 included the

share of profit from investments in certain local associated companies which were computed from the financial

statements of those companies for the year ended December 31, 2002 not audited by auditors. Subsequently, the

financial statements for the year ended December 31, 2002 of those associated companies had already been

audited and found that the amount of the share of profit from investments in the associated companies as reflected

in the audited financial statements was different from those unaudited balances previously recorded. Accordingly,

the Company had retroactively adjusted to the financial statements for the year ended December 31, 2002 as

presented herein for comparative purposes. As a result, total assets increased and deficit decreased in the

consolidated financial statements and the Company's financial statements as at January 1, 2003 by approximately

Baht 97.5 million and Baht 78.8 million, respectively.

2.

3.

123

ROBINSON

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&0��$��)#��&⌫)�&��&0��$ ��)>⌦0 &0��$��/� &0��D�#�>��#��&0��1#*��&8��&0��01��)�� 3⌦�0�⌫��)1>⌦0#"��$8�)�� &$/��/�� )#��

&0��D�#�>��#��&0��⌫��⌫< �!"#�$��#��( ��$0%� ��;(⌫ E&0��01��&0��D�#*��!"⌫��⌫< �!"#�$��#��( E8�)�� )4%��1�&�⌫)��/��0�$1�

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��)%$ ��&(�� &�⌫)��#��9 &*:��)%$ 7$)�� ⌫&� ��0��)�&��⌫�#"��$��;;�

��$#�� &0��($&()!�#@9 <�)�� ⌦#��&#'W 4��

$�#&�⌫ )��9 ��&#'W4��$��<�0&��7$)�"�⌦0>⌦0��@��⌫�� !��0<�0��)4

!��$%��⌫� � �� "?

��)��)�� 0��&@/��⌫ �0��)!��9;&��#��!"��⌫ ⌫��$��!�&�⌫)#&#:�&0��!�#�9#��⌫ %��%$ 7$)��!��'�!�#*��#��'4��#��&#:��⌫ ��#��!��'�C��#��&0��*�!!1��<�0�9#��⌫

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include cash held on hand, all cash deposited with financial institutions and short-term

investments with the maturities of three months or less.

Cash at financial institutions that are restricted in use are presented as "Restricted investment in fixed deposit"

under other non-current assets in the balance sheets.

Revenue Recognition

Revenues from sales of goods is recognized when the Company and subsidiaries have transferred to the buyer

the significant risks and rewards of ownership of the goods.

Rental and service fee income is recognized on a straight - line basis over the period indicated in the agreement.

Trade discount and supports from suppliers are recorded at the accrual basis.

Interest income is recognized on a time proportion basis that reflects the effective yield on the asset.

Allowance for Doubtful Accounts

The Company and subsidiaries provide allowance for doubtful accounts equal to the estimated collection losses that

may be incurred in the collection of the receivables. The estimated losses are based on collection experience and a

review of current status of existing receivables.

Inventories

The Company and subsidiaries' inventories purchased under conditions are netted against corresponding accounts

payable-suppliers.

4.

125

ROBINSON


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��)��)�� 0��&@/�� 9;��) &�⌫)��) � ��)��&��/��%��( �⌫��!&#�$<⌦ � 7$)#��*��'<⌦ �!�#*��#��'4⌫��$��!�&#�$<⌦ �

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�� #��&(��$0��*��&��1 �!�#��$!��)��&@/��9��⌫��$�0!�##��⌫�� &#��1�!�##��⌫��&��$0%� ��<�0@9 >/��1 ��0�$1�

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126

ROBINSON




The Company and subsidiaries value their merchandise inventory purchased under normal credit terms at the

lower of average cost or net realizable value.

Provision is made for possible loss on shrinkage, damages, obsolescence and slow-moving items, based on

experience and estimated possible loss.

Investments

The Company and subsidiaries account for their investments in shares of subsidiaries and associated companies

by the equity method.

Investments in shares of other companies (general investments), which are held for long-term purposes, are re-

corded at cost. Gains or losses are taken up into the accounts when the investments are disposed. The Company

will recognize loss when the value of these investments are impaired. Cost of investments, which are disposed during

the year, is determined by the weighted average method.

Property and Equipment

Land is stated at appraised value. The revaluation increment in land is shown under "Shareholders' Equity" in the balance

sheets.

Building and equipment are stated at cost net of accumulated depreciation, except leasehold improvement and

building system equipment which are stated at cost net of accumulated depreciation and revaluation reduction.

Leasehold right are stated at appraised value net of accumulated amortization and revaluation reduction. The

revaluation increment is shown under "Shareholders' Equity" in the balance sheets.

The Company and subsidiaries have a policy to appraise property and equipment every three to five years or

whenever the fair value of the appraised property and equipment materially change from the carrying value.

127

ROBINSON

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��*�� +"⌫,��&��&��.�� (�� /<��&�� /<��&��&��&�� 0=/<��&��)�� : 0=-<��&��)�� 0=-< �� !�� &��)��'�� 0�� 0

�� '��⌫��⌫��&� ��'��)��⌫�&� �� +!� (�� (�� ⌫��!�+��&��'�� #$�!��% ��+!�� ⌫��

��.�� (��!�� &9�� (��!��.⌫ ��!��$��**�

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��)⌫�⌫��*(⌫$��⌫��!��!�� "��"��$�!��!�� '��$�!��!�� )⌫�⌫�� ⌫�� !��⌦� &9�� ⌫�� $��4��5�� "��"��⌦��$�!��!�� ⌫$��(⌫��!��!��⌫��⌫��&��⌫�� &9��& ��⌫��!�� +!��⌦� ��*(⌫ E��!��E ��'�& �� ⌫��)⌫


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128

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Depreciation and Amortization

The Company and its subsidiaries depreciate property and equipment by sum-of-the-year-digits method (except

those which were acquired before 2001 are depreciated by the straight-line method) over their estimated useful

lives as follows:

Years

Leasehold improvements 20

Buildings and construction 20

Buildings and construction improvements 5-20

Information system equipment 5-10

Building system equipment 5-10

Furniture, fixtures and office equipment 5

Vehicles 5

The depreciation charge for revalued assets is based on the revalued amount and remaining useful economic life,

and the revaluation surplus is transferred directly to retained earnings/deficit when the surplus is realized.

Leasehold rights are amortized to expense by the straight-line method over the lives of the agreements.

Impairment of Assets

The Company and its subsidiaries review the impairment of assets whenever there are any indications that the

carrying value of an asset exceeds its recoverable amount (the higher of an asset's net selling price or value in

use). The review is made for individual assets or for the cash-generating units.

In case that the carrying value of an asset exceeds its recoverable amount, the Company and its subsidiaries

recognize the impairment loss in the statement of income or reduce the revaluation increment in assets in case

that those assets were previously revalued and the revaluation increment was recorded under "Shareholders'

Equity". The reversal of impairment losses recognized in prior years is recorded as part of other income or as a

revaluation increment in assets when there is an indication that the impairment losses recognized for the asset no

longer exists or decreases.

129

ROBINSON

��),⌫�⌫��". �� "��/

��*(⌫�⌫� &9� ��&� �:�⌫� ��!$⌦�� &⌫��⌦��*(⌫ &9� ��!�� &�⌫�� ) ��⌫� ��!��⌫��⌫� &9� ��&� �:�� ) ��⌫� ��!��&�� &9� ��!�� &�⌫��5�� G�⌫��$��.��)�(��⌫�&��:+!�.��&� �:�� ) �� '��$�!��&��⌦� &9��!�� (�� !' ��$��&⌫

+��+*�� +��+*��

��$�� ⌫� ��.�$��"�� ) ��<�� ⌦� &9� E��E<⌦��!� ��!��!�'�� ⌫��!�'�� &9�� (��+!��.⌫ �� ⌫�� #/<%&⌫ ��⌫� ��"��!�� &9�� (�� )��!�� ! &�+�(��

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�� 5��!&� 3� &9��⌫�� $�� $��+!��)�5⌦� ��3��4��**�!�� ⌫�� &��4� ��'��$�!��⌫� ��!�� &��$�� ⌫��!&� 3� &9��⌫�� !� &9��!�� (�� '��$�!��4��⌫�� 4��5�� ⌫��!&� 3� &9��'�&��$�� $��+!�� 5��'��9�� ⌫��.��Y�� '�'��⌫�� ⌫��⌫�� ⌫��('��'��⌫��!��!��.� �� ⌫��&�+�(�� !⌫��⌫��('��⌫��


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130

ROBINSON




Foreign Currency Transactions

Transactions in foreign currencies throughout the years are recorded at the rate prevailing at the dates of transactions.

Assets and liabilities at the balance sheet dates which are denominated in foreign currencies are translated into

Baht at the average exchange rates of commercial banks announced by the Bank of Thailand as of that date.

Gains or losses on the translation are credited or charged to current operations.

Goodwill and Negative Goodwill

The excess of cost over equity in net assets of subsidiaries on the acquisition date is recognized as "Goodwill"

which is stated at cost less accumulated amortization. The goodwill is being amortized as expense by the straight-

line method over a period of twenty (20) years. The Company expends the goodwill when goodwill is considered

not to have future benefits.

Goodwill and negative goodwill, net of accumulated amortization, are presented as non-current assets in the

consolidated balance sheet.

Amortization of goodwill as expense and of negative goodwill as income are recorded at net amount shown in the

statement of income.

Financial Instruments

Financial assets and financial liabilities carried on the balance sheet include cash and cash equivalents, accounts

receivable trade and others, investments, accounts payable trade and others, loans to, borrowings, and debenture

payable. The accounting policies on recognition and measurement of these items are disclosed in the respective

accounting policies.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual

arrangement. Interest, dividends, gain and losses relating to a financial instrument classified as financial liabilities are

reported as income or expense in the statement of income. Distributions to holders of financial instruments classified

as equity are charged directly to equity. Financial instruments are offset when the Company has a legally enforceable

right to offset and intends to settle either on a net basis or to realize the asset and settle the liability simultaneously.

131

ROBINSON

0��⌫�� .��

��"��"�� ⌦��⌫��3�"⌫ ��!��⌫��('�� )F ��⌫��'��!�� &��"Y��

�.�� -�� - � � 1�

�'��$��F��'��)+!��'��.�!��'��⌫��⌫�� &⌫5�� G�⌫��5��'��#->--<>22->-,, �� &⌫ /012 �� ,/,>,0I>2<2 �� &⌫ /010%

��),⌫��⌫��⌫��*-��

��"��⌫��*(⌫��"�� "�� "��⌫� �⌫��$�� ⌫�� !� ��$�� (��⌦��$��"�� &9��⌫� ��!$⌦��"�� "�� "��⌫� �⌫��$��!��"�� ⌫� �⌫��$��+!��5��Z��⌫�� ⌫� ��"��"��⌫�+�� '��!�� "��⌫� �⌫��$�� !��⌫�

#�% �'��!��'��$�� "��⌫� �⌫��$�� +!��!��'��⌫��!��$�� X

#$% ��!��+!��!�� ⌫��$��5�� 3�� &� �: �� ⌫�� -=< 5⌦�� -=0 ��&⌫

#�%��!�� (��+!��! ��$��!$�� +!��! &9� �)F�

#�% ��!��+!��! ��$��!$��'�� ⌫�


��

��⌫� ��

23

132

ROBINSON

Income Tax

The Company and its subsidiaries recognize tax obligations on tax basis based on the conditions described as

the Revenue Code.

Basic Earnings per Share

Basic earnings per share is determined by dividing the net income by the weighted average number of shares

outstanding during the year. (1,110,661,133 shares in 2003 and 323,359,606 shares in 2002).

TRANSACTIONS WITH RELATED PARTIES

The Company has transactions with its subsidiaries, associated and other related companies. Certain portions

of the Company's assets, liabilities, revenues, costs and expenses arose from the transactions among the

Company and its subsidiaries, associated and other related companies. These companies are related through

common shareholdings and/or directorships. In general, the Company and its subsidiaries have policies on

determining prices and/or charges with their related companies as follows:

(a) Merchandise selling prices and service charges between the Company and its subsidiaries and related

companies should not be lower than the costs of those merchandise and/or services.

(b) Interest costs on borrowings or lendings between the Company and subsidiaries and related companies are

determined by referring to the interest rates of certain local financial institutions plus 1.0% to 1.5% per annum.

(c) Rental and service fees are based on certain percentages of sales with a reference to the related market

prices.

(d) Management fee is based on certain percentages of sales or fixed amount.

5.

133

ROBINSON

��$�� #��$��%��!�� (��!��!�� ⌫��!�� ⌫��

��*��!�� (��!��

��⌫��⌫��*-�� !�� (��!�� ⌫��

��&⌫ /01< ��"�� '��! ��"�� <⌫ �� <⌫ �&�� '��! �!� (��⌫� ��$��4�� (��??�� ⌫[��'!�� +!��⌫4�� &9��$��!$��

��"�� ⌫�� 9��"��"�� +!��⌫�� &9��$��!$��'�� ⌫�

��*(⌫�⌫��⌫��'��*�⌫��⌫��⌫� �⌫��$��'��&⌫��!��⌫� ,- .�� /012 �� /010 �⌫!��⌫�

- - 57,283 34,612

- - 939 719

- - 89,330 84,324

- - 429,948 464,040

- - 6,904 7,324

94,160 87,417 65,116 69,627

4,253 4,163 2,840 2,830

29,567 14,731 27,947 14,731

1,568 1,568 - -

7,329 - 7,329 -


��

��⌫� ��

�� 4/�� 2546 2545 2546 2545

134

ROBINSON




Significant transactions with the related parties for each of the years ended December 31, 2003 and 2002 were

as follows

Subsidiaries

Sales (and cost of sales)

Rental and service charges

Management fee income

Interest income

Interest expense

Associates


Financial fee income

Related Parties


Interest expense

Management fee expense

Since 1997, Power Buy Co., Ltd. And CRC Sport Co., Ltd. Have occupied the areas of electrical equipment

division and sports division, respectively, with service fees charged as a percentages of sales.

The Company charged management fee to its certain subsidiaries and associated companies, based on the

percentages of sales or fixed amount.

- - 57,283 34,612

- - 939 719

- - 89,330 84,324

- - 429,948 464,040

- - 6,904 7,324

94,160 87,417 65,116 69,627

4,253 4,163 2,840 2,830

29,567 14,731 27,947 14,731

1,568 1,568 - -

7,329 - 7,329 -

In Thousand Baht


2003 2002 2003 2002

135

ROBINSON

�� 2546 2545 2546 2545

��!�� ⌫� �⌫��$�� ) ��⌫� ,- .�� /012 �� /010 �⌫!��⌫�

�0� ⌫��+��"�� +��$�� '��!��"�� '��!��"�� '��!��"�� !⌫ ��G�� '��!

��"�� <⌫�� !�.��⌫ #&� �:��% �'��!��"�� <⌫�� 3� �9 #&� �:��% �'��!��"�� <⌫�� :�⌫.��( #&� �:��% �'��!��"�� <⌫�� ! �*� #&� �:��% �'��!��"�� <⌫�� (⌫�� #&� �:��% �'��!��"�� <⌫�� (.��⌫ #&� �:��% �'��!��"�� <⌫�� (��⌫ #&� �:��% �'��!��"�� <⌫�� ⌫ #&� �:��% �'��!

��*��"�� '��!��"�� <⌫��<⌫ �&�� '��!


��

��⌫� ��

- - 326 326

- - - 31

- - 321 321

- - 267 267

- - 3,200 2,327

- - 2,429 2,748

- - 3,711 3,156

- - 3,415 3,019

- - 4,264 2,399

- - 1,232 942

- - 2,357 1,794

- - 2,770 2,332

9,163 6,440 6,343 5,319

6,818 5,262 4,548 3,388

136

ROBINSON




Balances with related parties as at December 31, 2003 and 2002 were as follows:

Trade Accounts Receivable

Direct Subsidiaries

Robinson Sukhumvit Co., Ltd.

Sapanmai Department Store Co., Ltd.

Kruerkaew Co., Ltd.

RD Pattana Co. ,Ltd.


CR Udorn Thani (Thailand) Co., Ltd.

CR Phuket (Thailand) Co., Ltd.

CR Nakorn Sri Thammarat (Thailand) Co., Ltd.

CR Had Yai (Thailand) Co. ,Ltd.

CR Chiang Mai (Thailand) Co., Ltd.

CR Ubon Ratchathani (Thailand) Co., Ltd.

CR Rajchaburi (Thailand) Co., Ltd.

CR Chantaburi (Thailand) Co., Ltd.

Associated Companies

Power Buy Co., Ltd.

CRC Sport Co. Ltd.

In Thousand Baht


2003 2002 2003 2002

- - 326 326

- - - 31

- - 321 321

- - 267 267

- - 3,200 2,327

- - 2,429 2,748

- - 3,711 3,156

- - 3,415 3,019

- - 4,264 2,399

- - 1,232 942

- - 2,357 1,794

- - 2,770 2,332

9,163 6,440 6,343 5,319

6,818 5,262 4,548 3,388

137

ROBINSON


��

��⌫� ��

�� 4/�� 2546 2545 2546 2545

��⌫��⌫��*-�� "�� !� �� 9 �� '��!��"�� ⌫�� #!��*��% �'��!��"�� X�� 4��⌫��*��.��.�� (��⌫�5 ⌦��'��!('� �� ⌦��&⌫= ��"�� \�<⌫ <�& &�� <9� �� '��! #��(�%��

�� 5��0�� #��!�� ⌫�� @=0 �� ;=0; ��&⌫) ��⌫� ,- .�� /012 �� /010 ��'!��%

��"�� +��⌫�� '��!��"�� +��(!� �'��!��"�� +�� '��!��"�� (� �'��!��"�� !⌫ ��G�� '��!��"�� +��$�� '��!��"�� <⌫�� #&� �:��% �'��!�� '�� 4��4�$�!�� "��<⌦ �� ⌦�+!��.⌫��!� �⌫�#�� I%��.�

15,307 15,307 13,807 13,807

5,760 5,760 5,322 5,322

6,670 4,822 5,252 3,708

43,718 37,591 59,564 51,206

( 20,723) (20,723) (19,130) (19,130)

22,995 16,868 40,434 32,076

- 443 - -

22,995 17,311 40,434 32,076

- - 64,668 59,747

- - 37,215 34,831

- - 30,862 20,316

- - 168,968 191,558

- - - 1,048

- - 1,891 -

- - 5,478,752 4,756,178

- - ( 3,952,637) (3,799,361)

- - 1,829,719 1,264,317

138

ROBINSON




Related Companies

New and Now Network Co., Ltd.

Samakeesan (Dokya) Co., Ltd.

Other companies

Total

Less allowance for doubtful accounts

Net

Current portion of accrued leasehold

right - Big C Super Center Public Co., Ltd.

Total

Short-Term Loans and Advances

(interest rate at 7.5% and 8.58% per annum as

at December 31, 2003 and 2002, respectively)

Direct Subsidiaries

Robinson Anusawaree Co., Ltd.

Robinson Ratchada Co., Ltd.

Robinson Nakarin Co., Ltd.

Kruerpetch Co., Ltd.

RD Pattana Co., Ltd.

Robinson Sukhumvit Co., Ltd.

CR (Thailand) Co., Ltd.

Less: Provision for loss from

investments in subsidiary

companies recorded by the

equity method (Note 9)

Net

In Thousand Baht


2003 2002 2003 2002

15,307 15,307 13,807 13,807

5,760 5,760 5,322 5,322

6,670 4,822 5,252 3,708

43,718 37,591 59,564 51,206

( 20,723) (20,723) (19,130) (19,130)

22,995 16,868 40,434 32,076

- 443 - -

22,995 17,311 40,434 32,076

- - 64,668 59,747

- - 37,215 34,831

- - 30,862 20,316

- - 168,968 191,558

- - - 1,048

- - 1,891 -

- - 5,478,752 4,756,178

- - ( 3,952,637) (3,799,361)

- - 1,829,719 1,264,317

139

ROBINSON


��

��⌫� ��

�� 3⌫��4 89&#:� �*��&+%)� !"#�$��

��"��%��$�#&�⌫ )��*⌫�� 7��4 !"#�$ �� )��

�� )��⌫&� $⌫&��*&� �4 !"#�$

��⌫��⌫�� 6%�� 0��3�� !"#�$��# ��&@/��⌫ �0��)!��9;�1 �

��⌫��!�� &3:��&�$$� 0 !"#�$�� &3:��#��4&� �4�A��⌫� !"#�$�� 3⌫&��#� !"#�$�� &3:�� !"#�$�� &��-&�- #��4&� �4 ��22�� !"#�$��/�� H��

�� 4/�� 2546 2545 2546 2545

- - 224 224

- - 1,829,943 1,264,541

- - 61,223 61,223

324,882 324,882 324,882 324,882

19,687 19,687 19,687 19,687

344,569 344,569 405,792 405,792

(344,569) (344,569) (344,569) (344,569)

- - 61,223 61,223

49,075 18,761 32,095 11,177

27,496 24,856 15,363 14,424

26,589 23,544 14,538 13,005

5,679 6,389 4,945 5,380

- 25,209 - 12,802

3,893 3,617 3,332 1,724

112,732 102,376 70,273 58,512

140

ROBINSON




In Thousand Baht


2003 2002 2003 2002


CR Phuket (Thailand) Co., Ltd.

Total

Long-Term Loans

(interest rate per annum)

Direct Subsidiary

Robinson Nakarin Co., Ltd. (6%)

Associated Companies

Siam Retail Development Co., Ltd.

Related Companies (Shareholdings)

Rangsit Plaza Co., Ltd.

Total


Net

Trade Accounts Payable

Central Trading Co., Ltd.

Central Garment Factory Co., Ltd.

Cetrac International Co., Ltd.

Central Department Store Co., Ltd.

S.K. Garment (1995) Co., Ltd.

Other companies

Total

- - 224 224

- - 1,829,943 1,264,541

- - 61,223 61,223

324,882 324,882 324,882 324,882

19,687 19,687 19,687 19,687

344,569 344,569 405,792 405,792

(344,569) (344,569) (344,569) (344,569)

- - 61,223 61,223

49,075 18,761 32,095 11,177

27,496 24,856 15,363 14,424

26,589 23,544 14,538 13,005

5,679 6,389 4,945 5,380

- 25,209 - 12,802

3,893 3,617 3,332 1,724

112,732 102,376 70,273 58,512

141

ROBINSON


��

��⌫� ��

�� 4/�� 2546 2545 2546 2545

�� 0�� #��!�� ⌫��&⌫%��"�� +��(!'�� '��!#�� /=@0%��"�� +��$�� '��!#�� /=@0%��"�� '��!#�� /=@0%��"�� !⌫ ��G�� '��!#�� /=@0%I=JKLMNOP #Q% RST=#��⌫!�� ⌫��%��"�� X

��⌫��⌫��*-�� +�� *�� ,��"�� <9�� ⌫ ��&� �(�� '��!#�� -0%��"�� X��

�� 0��*#��!�� ⌫��&⌫%��"�� +��$�� '��! #�� /%

- - 153,393 149,026

- - 7,243 6,599

- - 13,524 17,119

- - 2,467 -

- - 867,821 863,821

- - 177 64

14,594 12,759 - -

2,871 - 2,846 -

17,465 12,759 1,047,471 1,036,629

- - 113,300 113,300

142

ROBINSON




In Thousand Baht


2003 2002 2003 2002

Short-Term Loans and Advances

(Interest rate per annum)

Direct Subsidiaries

Robinson Rajdamri Co., Ltd. (2.75%)

Robinson Sukhumvit Co., Ltd. (2.75%)

Kruerkaew Co., Ltd. (2.75%)

RD Pattana Co., Ltd. (2.75%)

R - Trading (L) BHD.

(non-interest bearing)

Other companies

Related Companies

(Shareholdings/Directorships)

Central Retail Corporation Co., Ltd. (15%)

Other companies

Total

Long-Term Loan

(interest rate per annum)

Direct Subsidiary

Robinson Sukhumvit Co., Ltd. (2%)

- - 153,393 149,026

- - 7,243 6,599

- - 13,524 17,119

- - 2,467 -

- - 867,821 863,821

- - 177 64

14,594 12,759 - -

2,871 - 2,846 -

17,465 12,759 1,047,471 1,036,629

- - 113,300 113,300

143

ROBINSON


��

��⌫� ��

#��&��<⌦ ��$�0<�0&0�� #9 )/��)�� &0��$��0�#�#�!#��⌫�&#⌫�)�< �0#��0�#��&0��&?��"��*⌫�� 1$��⌫� �� ⌫$�0�⌫

�� ' ��⌫� 7 ��!� �2 8&��<⌦ ��00�$�$�0��00�$�� ' ��⌫� 97 ��!� �2 8

#��&��<⌦ ��$�0<�0&0�� #9 )/��)�)��#�#�!#��⌫�&#⌫�)�< �0��0�#��&0��<�0��)��)�"��*⌫�� 1$��⌫� �� ⌫$�0�⌫

�� ' ��⌫� 7 ��!� �2 8&��<⌦ ��00�$�$�0��00�$�� ' ��⌫� 97 ��!� �2 8

#��&��<⌦ ��$�0<�0&0�� #9 )/��)�)��#�#�!#��⌫�&#⌫�)�< �0#��0�#��&0��&?��"��*⌫�� 1$��⌫� �� ⌫$�0�⌫

�� ' ��⌫� 7 ��!� �2 8&��<⌦ ��00�$�$�0��00�$�� ' ��⌫� 97 ��!� �2 8

�� %��

�� ⌫��⌫�� 5,063,902 - -

3,715,783 - -

(2,997,105) - -

5,782,580 - -

- 324,882 19,687

- - -

- - -

- 324,882 19,687

61,223 324,882 19,687

- - -

- - -

61,223 324,882 19,687

�� #��$0��

�� $� �� ⌫ � � ⌫ ��! �$��

�� #��$0��

�� $� �� ⌫ � � ⌫ ��! �$��

144

ROBINSON




Movements of short-term loans and advances to related parties in the Company's financial statements for the

year ended December 31, 2003 were as follows:


Increase during the period

Decrease during the period


Movements of long-term loans to related parties in the consolidated financial statements of the Company and

subsidiaries for the year ended December 31, 2003 were as follows:





Movements of long-term loans to related parties in the Company's financial statements for the year ended

December 31, 2003 were as follows:





In Thousand Baht

Other

Subsidiaries Associates Related parties

In Thousand Baht

Other


In Thousand Baht

Other


5,063,902 - -

3,715,783 - -

(2,997,105) - -

5,782,580 - -

- 324,882 19,687

- - -

- - -

- 324,882 19,687

61,223 324,882 19,687

- - -

- - -

61,223 324,882 19,687

145

ROBINSON


��

��⌫� ��

#��&��<⌦ ��$�0<�0&0��#9 )/��)�� &0��$��0!�##�!#��⌫�&#⌫�)�< �0#��0�#��&0��<�0��)��)�"��*⌫�� 1$��⌫� �� ⌫$�0�⌫

�� ' ��⌫� 7 ��!� �2 8&��<⌦ ��00�$�$�0��00�$�� ' ��⌫� 97 ��!� �2 8

#��&��<⌦ ��$�0<�0&0��#9 )/��)�� &0��$��0!�##�!#��⌫�&#⌫�)�< �0#��0�#��&0��&?��"��*⌫�� 1$��⌫� �� ⌫$�0�⌫

�� ' ��⌫� 7 ��!� �2 8&��<⌦ ��00�$�$�0��00�$�� ' ��⌫� 97 ��!� �2 8

#��&��<⌦ ��$�0<�0&0��#9 )/��)�)��!�##�!#��⌫�&#⌫�)�< �0#��0�#��&0��&?��"��*⌫�� 1$ ��⌫�� ⌫$�0�⌫

�� ' ��⌫� 7 ��!� �2 8&��<⌦ ��00�$�$�0��00�$�� ' ��⌫� 97 ��!� �2 8

�� %��

�� ⌫��⌫��

- - 12,759

- - 1,835

- - -

- - 14,594

1,036,629 - -

1,853,043 - 2,846

(1,845,047) - -

1,044,625 - 2,846

113,300 - -

- - -

- - -

113,300 - -

�� #��$0��

�� $� �� ⌫ � � ⌫ ��! �$��

�� #��$0��

�� $� �� ⌫ � � ⌫ ��! �$��

146

ROBINSON

- - 12,759

- - 1,835

- - -

- - 14,594

1,036,629 - -

1,853,043 - 2,846

(1,845,047) - -

1,044,625 - 2,846

113,300 - -

- - -

- - -

113,300 - -




Movements of short-term loans and advances from related parties in the consolidated financial statements of

the Company and subsidiaries for the year ended December 31, 2003 were as follows:





Movements of short-term loans and advances from related parties in the Company's financial statements for

the year ended December 31, 2003 were as follows:





Movements of long-term loans from related parties in the Company's financial statements for the year ended

December 31, 2003 were as follows:





In Thousand Baht

Other


In Thousand Baht

Other


In Thousand Baht

Other


147

ROBINSON

�� 2546 2545 2546 2545


��

��⌫� ��

�"��⌫��!��

' ��⌫� �� )��)�⌫)�$�9#��⌫ #�� 7$)�)#��!"��&$/��⌫�� 0("��%$ $�0�⌫

��⌫��⌫�� )#��/�&��#�� &$/��##�� &$/�� >⌦0 � &$/��##�� &$/�� >⌦0 �� &$/��##�� &$/��<⌦ �%*��# ��&@/��⌫ �0��)!��9; ��

��%�� @� �)#��/�&��#�� &$/��##�� &$/�� >⌦0 � &$/��##�� &$/�� >⌦0 �� &$/��##�� &$/��<⌦ �%*��# ��&@/��⌫ �0��)!��9; ��

83

23,914 14,600 39,708 31,311

69 4 227 178

168 84 341 255

19,567 23,346 19,288 19,462

43,718 38,034 59,564 51,206

( 20,723) ( 20,723) (19,130) (19,130)

22,995 17,311 40,434 32,076

105,802 105,979 73,358 67,053

6,515 3,331 4,820 3,213

4,316 1,377 2,971 1,251

23,185 27,475 15,564 24,631

139,818 138,162 96,713 96,148

(19,345) (19,310) (11,197) (11,150)

120,473 118,852 85,516 84,998

148

ROBINSON

TRADE ACCOUNTS RECEIVABLE

As at December 31, 2003 and 2002, the Company and its subsidiaries had outstanding balances of trade

accounts receivable aged by number of months as follows:

Related Parties

Less than and up to 3 months

Over 3 months up to 6 months


Over 12 months

Total


Net

Other Companies

Less than and up to 3 months



Over 12 months

Total


Net

In Thousand Baht


2003 2002 2003 2002




6.

23,914 14,600 39,708 31,311

69 4 227 178

168 84 341 255

19,567 23,346 19,288 19,462

43,718 38,034 59,564 51,206

( 20,723) ( 20,723) (19,130) (19,130)

22,995 17,311 40,434 32,076

105,802 105,979 73,358 67,053

6,515 3,331 4,820 3,213

4,316 1,377 2,971 1,251

23,185 27,475 15,564 24,631

139,818 138,162 96,713 96,148

(19,345) (19,310) (11,197) (11,150)

120,473 118,852 85,516 84,998

149

ROBINSON


��

��⌫� ��

A3 ��!��!��%�

�� &�/��<�)��#5 ��&@/�� 9;��) &�⌫)��) � ��) ��&��/��%��( � ��

��/�(�� ⌫��%��

��( !��)!��)��0�� &0��$��0!��)�9#��⌫ #��#��/��H��

��⌫��⌫��

��B ⌦ ��⌦�>��⌫ ��#�� ⌫�

' ��⌫� �� &0��01�3⌦�0��⌦#7$)�� ⌫��%$ &�⌫)*��#��$ �) &0��01��1 �1�<�0��)��)��3⌦�0��$0�)9��0�#��&0��&?�� &0��01��1 �1�<�0��$0�)9��0�#��&0��

�� 4/�� 2546 2545 2546 2545

558,223 497,914 368,844 320,837

(37,478) (14,084) (23,736) (8,769)

520,745 483,830 345,108 312,068

18,195 18,282 13,582 12,699

12,134 10,484 7,642 6,464

11,055 445 - 133

27,857 21,190 21,407 15,582

69,241 50,401 42,631 34,878

C< ��

�� *� �� 1-�� 2546 2545 2546 2545

D<

150

ROBINSON

Merchandise

Less

- Allowance for shortage, damage,

obsolete and slow-moving inventories

Total

Prepaid expenses

Advances

Revenue Department receivable

Others

Total

INVESTMENTS IN SHARES OF RELATED PARTIES

Investments Recorded by the Equity Method

As at December 31, 2003 and 2002, investments recorded by the equity method consisted of the invest-

ments in shares of subsidiaries and associates in the Company's financial statements, and investments in

shares of associates in the consolidated financial statements.

In Thousand Baht


2003 2002 2003 2002




INVENTORIES7.

In Thousand Baht


2003 2002 2003 2002

OTHER CURRENT ASSETS8.

9.

558,223 497,914 368,844 320,837

(37,478) (14,084) (23,736) (8,769)

520,745 483,830 345,108 312,068

18,195 18,282 13,582 12,699

12,134 10,484 7,642 6,464

11,055 445 - 133

27,857 21,190 21,407 15,582

69,241 50,401 42,631 34,878

151

ROBINSON


��

��⌫� ��

&0��01�3⌦�0��⌦#7$)�� ⌫��%$ &�⌫)��0�#��&0��<�0��)��) ' ��⌫� �� *��#��$ �)

&0��01�3⌦�0��⌦#7$)�� ⌫��%$ &�⌫)��0�#��&0��&?�� ' ��⌫� �� *��#��$ �)

�� ⌫��⌫ � �� ⌫� �� !��"#$�%&&� �� '�⌫��(�⌫��(() �'�� *+��!� �� ,!��(�� ("�� ⌫�⌫�� ("�� '�� !��-��!��.�

��

�� /��$�� '�%��$�� /��!�� '�%��$�� /��0�'�� '�%��$�� 1��#�'� ��!� �� '�%��$�� !��,�� '�%��$�� /�� 2�⌫2�⌫2 �� ("�� 3456789:; <=> ?@A2 ��("�� '

�� ⌫

�� ! "��#��$ "��%&��$ �� '��⌫& ��(�

��

270,000 29.19 108,000 68,108 -

560,000 40.00 224,000 276,155 -

500,000 24.00 120,000 10,194 -

125,000 24.00 30,000 29,858 -

428,200 20.86 89,323 34,584 -

1,883,200 571,323 418,899 -

- - ( 74,636) -

1,883,200 571,323 344,263 -

46,000 99.35 45,701 148,314 -

105,000 99.86 104,853 176,448 -

100,000 99.99 100,000 106,172 -

20,000 74.50 14,900 16,025 -

40,000 99.99 40,000 61,947 -

1,000 99.99 1,000 993 -

50 99.92 50 883,705 -

312,050 306,504 1,393,604 -

�� ⌫

�� ! "��#��$ "��%&��$ �� '��⌫& ��(�

��

152

ROBINSON




Investments recorded by the equity method in the consolidated financial statements of the Company and its

subsidiaries as at December 31, 2003 consisted of:

Associates

CRC Sports, Co., Ltd. Sport Equipment

Store Shareholding

Power Buy Co., Ltd. Electric Equipment

Store Shareholding

Siam Retail

Development Co., Ltd. Shopping Center Shareholding

Square

Ritz Plaza Co., Ltd. Investing Company Shareholding

D C R Co., Ltd. Investing Company Shareholding

Total

Less allowance for impairment

Net

Subsidiaries

Robinson Rajdamri Co., Ltd. Dormant Company Shareholding

Robinson Nakarin Co., Ltd. Dormant Company Shareholding

Robinson Sukhumvit Co., Ltd. Dormant Company Shareholding

Sapanmai Department

Store Co., Ltd. Dormant Company Shareholding

Kruerkaew Co., Ltd. Dormant Company Shareholding

Robinson S.P.V. Co., Ltd. Investing Company Shareholding

R-Trading (L) BHD. Investing Company Shareholding

Total

270,000 29.19 108,000 68,108 -

560,000 40.00 224,000 276,155 -

500,000 24.00 120,000 10,194 -

125,000 24.00 30,000 29,858 -

428,200 20.86 89,323 34,584 -

1,883,200 571,323 418,899 -

- - ( 74,636) -

1,883,200 571,323 344,263 -

46,000 99.35 45,701 148,314 -

105,000 99.86 104,853 176,448 -

100,000 99.99 100,000 106,172 -

20,000 74.50 14,900 16,025 -

40,000 99.99 40,000 61,947 -

1,000 99.99 1,000 993 -

50 99.92 50 883,705 -

312,050 306,504 1,393,604 -

In Thousand Baht

Paid-up Capital % Share At Cost At Equity

Type of Business Relationship (In Thousand Baht) Holding Method Method Dividends

In Thousand Baht



Investments recorded by the equity method in the Company's financial statements as at December 31, 2003

consisted of:

153

ROBINSON


��

��⌫� ��

�� ⌫

�� ! "��#��$ "��%&��$ �� '��⌫& ��(�

��

�� ⌫��⌫ � �� ⌫� �� !��"#$�%&&� �� '�⌫��(�⌫��(() �'�� *+��!� �� ,!��(�� ("�� ⌫�⌫�� ("�� '�� !��-��!��.��

�� ⌫��⌫ � �� ⌫� �� !��"#$�%&&� �� '�⌫��(�⌫��(() �'�� *+��!� �� ,!��(�� ("�� ⌫�⌫�� ("�� '�� !��-��!��.�

270,000 29.19 108,000 68,108 -

560,000 40.00 224,000 276,155 -

500,000 24.00 120,000 10,194 -

125,000 24.00 30,000 29,858 -

428,200 20.86 89,323 34,584 -

1,883,200 571,323 418,899 -

- - (74,636) -

1,883,200 571,323 344,263 -

2,195,250 877,827 1,737,867 -

270,000 40.00 108,000 30,097 -

560,000 40.00 224,000 281,855 -

500,000 24.00 120,000 10,194 -

125,000 24.00 30,000 29,858 -

428,200 20.86 89,323 34,584 -

1,883,200 571,323 386,588 -

- - (74,636) -

1,883,200 571,323 311,952 -

��<⌦ �� ⌦�+!��.⌫��!� �⌫� �� $��"��"�� ) ��⌫� ,- .�� /010&��!��

�� ⌫

�� ! "��#��$ "��%&��$ �� '��⌫& ��(�

��

154

ROBINSON




Associates

CRC Sports Co., Ltd. Sport Equipment

Store Shareholding


Store Shareholding

Siam Retail


Square Ritz Plaza Co., Ltd Investing Company Shareholding


Total


Net

Total Investments

Associates

CRC Sports, Co., Ltd. Sport Equipment

Store Shareholding


Store Shareholding

Siam Retail Shopping

Development Co., Ltd. Center Shareholding

Square Ritz Plaza Co., Ltd. Investing Company Shareholding


Total


Net

In Thousand Baht



270,000 29.19 108,000 68,108 -

560,000 40.00 224,000 276,155 -

500,000 24.00 120,000 10,194 -

125,000 24.00 30,000 29,858 -

428,200 20.86 89,323 34,584 -

1,883,200 571,323 418,899 -

- - (74,636) -

1,883,200 571,323 344,263 -

2,195,250 877,827 1,737,867 -

Investments recorded by the equity method in the consolidated financial statements of the Company and its

subsidiaries as at December 31, 2002 consisted of: In Thousand Baht



270,000 40.00 108,000 30,097 -

560,000 40.00 224,000 281,855 -

500,000 24.00 120,000 10,194 -

125,000 24.00 30,000 29,858 -

428,200 20.86 89,323 34,584 -

1,883,200 571,323 386,588 -

- - (74,636) -

1,883,200 571,323 311,952 -

155

ROBINSON


��

#� �⌫� $% &� #�� '()* �� '()(

�� ⌫

�� ! "��#��$ "��%&��$ �� '��⌫& ��(�

��

��<⌦��⌦�+!��.⌫��!� �⌫� �� G��"�� ) ��⌫� ,- .�� /010 &��!��

�� !��"��# �� $�� %&'()*+,- ./0 1234 ��56��

�� 7⌫��7⌫ 9��: � �� #��9��⌫; �� #��#�6"��<<� �� ⌫��5�⌫��55=�9�� >?�� $��7��57# � �� 56�� ⌫7⌫�� 56�� #�@�#��#��A��

46,000 99.35 45,701 144,249 -

105,000 99.86 104,853 186,995 -

100,000 99.99 100,000 106,858 -

20,000 74.50 14,900 16,057 -

40,000 99.99 40,000 64,651 -

50 99.92 50 884,161 -

311,050 305,504 1,402,971 -

270,000 40.00 108,000 30,097 -

560,000 40.00 224,000 281,855 -

500,000 24.00 120,000 10,194 -

125,000 24.00 30,000 29,858 -

428,200 20.86 89,323 34,584 -

1,883,200 571,323 386,588 -

- - (74,636) -

1,883,200 571,323 311,952 -

2,194,250 876,827 1,714,923 -

156

ROBINSON




Investments recorded by the equity method in the Company's financial statements as at December 31, 2002

consisted of: In Thousand Baht



Subsidiaries

Robinson Rajdamri Co., Ltd. Dormant Company Shareholding

Robinson Nakarin Co., Ltd. Dormant Company Shareholding

Robinson Sukhumvit Co., Ltd. Dormant Company Shareholding

Sapanmai Department

Store Co., Ltd. Dormant Company Shareholding

Kruerkaew Co., Ltd. Dormant Company Shareholding

R-Trading (L) BHD. Investing Company Shareholding

Total

Associates

CRC Sports Co., Ltd. Sport Equipment

Store Shareholding


Store Shareholding

Siam Retail


Square Ritz Plaza Co., Ltd.Investing Company Shareholding


Total


Net

Total Investments

46,000 99.35 45,701 144,249 -

105,000 99.86 104,853 186,995 -

100,000 99.99 100,000 106,858 -

20,000 74.50 14,900 16,057 -

40,000 99.99 40,000 64,651 -

50 99.92 50 884,161 -

311,050 305,504 1,402,971 -

270,000 40.00 108,000 30,097 -

560,000 40.00 224,000 281,855 -

500,000 24.00 120,000 10,194 -

125,000 24.00 30,000 29,858 -

428,200 20.86 89,323 34,584 -

1,883,200 571,323 386,588 -

- - (74,636) -

1,883,200 571,323 311,952 -

2,194,250 876,827 1,714,923 -

157

ROBINSON


��

��⌫� ��

� �� B ⌦ �� ⌦�>�� ⌫��

&0��01��%*3⌦�0��⌦#��1��0�#��&0��<�0��)��) ' ��⌫� �� *��#��$ �)

&0��01��%*3⌦�0��⌦#��1��0�#��&0��&?�� ' ��⌫� �� *��#��$ �)

�� ⌫�� !�� "#��$�� %�&�%�� "#��$�� '(��⌫� ��$� �� %⌫)�⌫��*��$ ��%�� )+�� ,�

�� ⌫�� !�� "#��$�� '(��⌫� ��$� �� %⌫)�⌫��*��$ ��%�� )+�� ,�

170,000 4.15 12,713 -

400,000 6.56 26,250 -

600,000 19.58 117,500 -

600,000 13.33 80,000 -

1,770,000 236,463 -

- (236,463) -

1,770,000 - -

170,000 4.15 12,713 -

400,000 6.56 26,250 -

600,000 13.33 80,000 -

1,170,000 118,963 -

- (118,963) -

1,170,000 - -

��

�� !��"��# !��$%��# �� &�

��

��

�� !��"��# !��$%��# �� &�

��

158

ROBINSON




General Investments Recorded by the Cost Method

General investments recorded by the cost method in the consolidated financial statements of the Company and

its subsidiaries as at December 31, 2003 consisted of:

Samakeesan (Dokya) Co., Ltd. Book Store Shareholding

Rangsit Plaza Co., Ltd. Department Store Shareholding

Wattanawana Co., Ltd. Department Store Shareholding

Siam Family Mart Co., Ltd. Convenient Store Shareholding

Total


Net




Total


Net

170,000 4.15 12,713 -

400,000 6.56 26,250 -

600,000 19.58 117,500 -

600,000 13.33 80,000 -

1,770,000 236,463 -

- (236,463) -

1,770,000 - -

170,000 4.15 12,713 -

400,000 6.56 26,250 -

600,000 13.33 80,000 -

1,170,000 118,963 -

- (118,963) -

1,170,000 - -

General investments recorded by the cost method in the Company's financial statements as at December 31,

2003 consisted of :

In Thousand Baht

Paid-up Capital % Share Investment

Type of Business Relationship (In Thousand Baht) Holding Value Dividends

In Thousand Baht



159

ROBINSON


��

��⌫� ��

&0��01��%*3⌦�0��⌦#��1��0�#��&0��<�0��)��) ' ��⌫� �� *��#��$ �)

&0��01��%*3⌦�0��⌦#��1��0�#��&0��&?�� ' ��⌫� �� *��#��$ �)

��

�� !��"��# !��$%��# �� &�

��

�� ⌫�� !�� "#��$�� %�&�%�� "#��$�� '(��⌫� ��$� �� %⌫)�⌫��*��$ ��%�� )+�� ,�

�� ⌫�� !�� "#��$�� '(��⌫� ��$� �� %⌫)�⌫��*��$ ��%�� )+�� ,�

170,000 4.15 12,713 -

400,000 6.56 26,250 -

600,000 19.58 117,500 -

600,000 13.33 80,000 -

1,770,000 236,463 -

- (236,463) -

1,770,000 -

-

170,000 4.15 12,713 -

400,000 6.56 26,250 -

600,000 13.33 80,000 -

1,170,000 118,963 -

- (118,963) -

1,170,000 - -

��

�� !��"��# !��$%��# �� &�

��

160

ROBINSON




General investments recorded by the cost method in the consolidated financial statements of the Company and

its subsidiaries as at December 31, 2002 consisted of:

In Thousand Baht





Wattanawana Co., Ltd. Department Store Shareholding


Total


Net




Total


Net

170,000 4.15 12,713 -

400,000 6.56 26,250 -

600,000 19.58 117,500 -

600,000 13.33 80,000 -

1,770,000 236,463 -

- (236,463) -

1,770,000 - -

170,000 4.15 12,713 -

400,000 6.56 26,250 -

600,000 13.33 80,000 -

1,170,000 118,963 -

- (118,963) -

1,170,000 - -

General investments recorded by the cost method in the Company's financial statements as at December 31,

2002 consisted of :

In Thousand Baht



161

ROBINSON


��

��⌫� ��

� �� !" ��!�#��$�� %��B ⌦ ��⌦�>�� ⌫� ��& �⌫�

�"��0!�#@�<�$1�<�0&0��01��)��)��⌫�&#��#��9��&0��01��0�#��&0��&?�� ' ��⌫�� *��#��$ �)

�� ⌫

�� ! "��#��$ "��%&��$ �� '��⌫& ��(�

��

�� ⌫�� !"�� #⌫�� $%�&��'��( �� !"�� ⌫ ��)�� )��"��

* ��"�+�,+!-��"��!"��.��,� #⌦,"��⌦�� 0⌫, ��⌫�* ��0��"��.��1��&�&��2!&�"��"2�, ��,� $��3� 4(��0�

8,000 99.91 8,000 64,892 -

11,250 99.99 11,250 111,294 -

501,000 99.99 501,000 3,799,151 -

3,000 99.98 3,000 4,310 -

75,000 99.80 74,850 15,247 -

598,250 598,100 3,994,894 -

42,257

3,952,637

3,994,894

162

ROBINSON




Provision for loss from investments in subsidiary companies recorded by the equity method

Provision for loss from investments in subsidiaries exceeding investment value in the Company's financial

statements as at December 31, 2003 consisted of :

Subsidiaries

Robinson Anusawaree

Co., Ltd. Dormant Company Shareholding

Kruerpetch Co., Ltd. Investing Company Shareholding

CR (Thailand) Co., Ltd. Investing Company Shareholding

RD Pattana Co., Ltd. Real Estate Shareholding

Robinson Ratchada

Co., Ltd. Dormant Company Shareholding

Total

Shown in the Company's financial statements under the caption:

- Provision for loss from investments in subsidiary

companies recorded by the equity method

- Deduction against short-term loans and advances to

subsidiary companies (Note 5)

Net

8,000 99.91 8,000 64,892 -

11,250 99.99 11,250 111,294 -

501,000 99.99 501,000 3,799,151 -

3,000 99.98 3,000 4,310 -

75,000 99.80 74,850 15,247 -

598,250 598,100 3,994,894 -

42,257

3,952,637

3,994,894

In Thousand Baht



163

ROBINSON

280,834 - - 280,834

(105,180) - - (105,180)

191,242 - - 191,242

366,896 - - 366,896

1,281,847 100,049 303 1,381,593

(589,964) - - (589,964)

691,883 100,049 303 791,629


��

��⌫� ��

�� ⌫�� !"�� #⌫�� $%�&��'��( �� !"�� ⌫ ��)�� )��"�� *�"+�"��"��,��&��-��+.��/ ��"�0�10!2��"��!"��+��1� #⌦1"��⌦�� 4⌫1 ��⌫�/ ��4��"��+��5��&�&��*!&�"��"*�1 ��1� $��.� 6(��4�

�� ⌫

�� ! "��#��$ "��%&��$ �� '��⌫& ��(�

��

�'��4�$�!��$�� "��⌫� �� G��"�� ) ��⌫�,- .�� /010 &��!��

8,000 99.91 8,000 60,002 -

11,250 99.99 11,250 100,816 -

501,000 99.99 501,000 3,677,077 -

3,000 99.98 3,000 5,181 -

75,000 99.80 74,850 7,586 -

598,250 598,100 3,850,662 -

51,301

3,799,361

3,850,662

�⌫�� +��'��"�();E<

�⌫�� !�� ⌫��!��⌫�� ⌫�⌫�� ⌫�!�� = ��.�

��* "��"��$��* �� !�� ⌫��!��⌫��&��&��.�� (�� = ��.�

�� *�

) ��⌫�- ��

/012

��+�� .�*��* ��"⌫ ��$⌦�� !��

) ��⌫�,- .��

/012

164

ROBINSON




Provision for loss from investments of subsidiaries exceeding investment value in the Company's financial

statements as at December 31, 2002 consisted of:

In Thousand Baht



Robinson Anusawaree Co., Ltd.Dormant Company Shareholding

Kruerpetch Co., Ltd. Investing Company Shareholding

CR (Thailand) Co., Ltd. Investing Company Shareholding

RD Pattana Co., Ltd. Real Estate Shareholding

Robinson Ratchada Co., Ltd. Dormant Company Shareholding

Total

Shown in the Company's financial statements under the caption:

- Provision for loss from investments in subsidiary

companies recorded by the equity method

- Deduction against short-term loans and advances to

subsidiary companies (Note 5)

Net

8,000 99.91 8,000 60,002 -

11,250 99.99 11,250 100,816 -

501,000 99.99 501,000 3,677,077 -

3,000 99.98 3,000 5,181 -

75,000 99.80 74,850 7,586 -

598,250 598,100 3,850,662 -

51,301

3,799,361

3,850,662

PROPERTY, PLANT AND EQUIPMENT10.

As at

December 31,

2003

Movement During the YearAs at

January 1,

2003 Addition Deduction

In Thousand Baht

Consolidated

Land

Cost

Less revaluation reduction

Add revaluation increment

Land - Net

Leasehold improvements

Cost


Leasehold improvements - Net

280,834 - - 280,834

(105,180) - - (105,180)

191,242 - - 191,242

366,896 - - 366,896

1,281,847 100,049 303 1,381,593

(589,964) - - (589,964)

691,883 100,049 303 791,629

165

ROBINSON


��

��⌫� ��

�� +��&�� , ��

��'(�� - , ��

��'(��1�&$��# �9��⌫��$�0!�##��⌫��1*#�'4��0�� 5 �1 �

��"�� &��'(� ��,��

��.�� , ��

��&�� , ��

��⌫�$�� 1*#�'4

�� "��*��*�10�� #��&(�� 0*�9#�� 0��*��*�10�1*#�'4��&+�1*#�'4��0��&��/��0�#��0 ��$�� 0��1*#�'4�"��#0��)��&�/��

1,088,749 38,010 - 1,126,759

267,196 4,541 938 270,799

1,168,178 70,729 1,466 1,237,441

(113,696) - - (113,696)

1,054,482 70,729 1,466 1,123,745

1,731,023 83,025 72,717 1,741,331

17,082 2,502 1,165 18,419

109,879 97,276 177,299 29,856

5,327,190 5,469,434

(473,865) (48,349) 161 ( 522,053)

(367,185) (59,531) - (426,716)

(174,892) (27,299) 833 (201,358)

(641,304) (100,088) 1,206 ( 740,186)

(1,540,436) (104,373) 72,519 (1,572,290)

(15,380) (1,614) 1,166 (15,828)

(3,213,062) (3,478,431)

��

) ��⌫�- ��

/012

�� '0�$��+⌫ ��$⌦�� !��

) ��⌫�,- .��

/012

166

ROBINSON




Buildings, constructions and

improvements - At Cost

Information system equipment- At Cost

Building system equipment

Cost


Building system equipment - Net

Furniture, fixtures and

office equipment - At Cost

Vehicles - At Cost

Construction in progress - At Cost

Total Property and Equipment

Accumulated Depreciation



improvements

Information system equipment


Furniture, fixtures and office equipment

Vehicles

Total Accumulated Depreciation

1,088,749 38,010 - 1,126,759

267,196 4,541 938 270,799

1,168,178 70,729 1,466 1,237,441

(113,696) - - (113,696)

1,054,482 70,729 1,466 1,123,745

1,731,023 83,025 72,717 1,741,331

17,082 2,502 1,165 18,419

109,879 97,276 177,299 29,856

5,327,190 5,469,434

(473,865) (48,349) 161 ( 522,053)

(367,185) (59,531) - (426,716)

(174,892) (27,299) 833 (201,358)

(641,304) (100,088) 1,206 ( 740,186)

(1,540,436) (104,373) 72,519 (1,572,290)

(15,380) (1,614) 1,166 (15,828)

(3,213,062) (3,478,431)

In Thousand Baht

Consolidated

As at

December 31,

2003


January 1,


167

ROBINSON

�⌫�� $�� &'�$�+��96 8 )��*�

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2,114,128 1,991,003

2,538,296 59,225 229,039 2,368,482

4,652,424 4,359,485

69,538 - - 69,538

(20,780) - - (20,780)

191,242 - - 191,242

240,000 - - 240,000

1,218,729 91,495 303 1,309,921

(576,955) - - (576,955)

641,774 91,495 303 732,966

319,342 8,715 - 328,057

221,731 3,801 867 224,665

168

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Property and Equipment - Net

Leasehold Rights - Net

Total

Land

Cost


Add revaluation increment

Land - Net


Cost


Leasehold improvements - Net


improvements - At Cost


- At Cost

In Thousand Baht

Consolidated

As at

December 31,

2003


January 1,


2,114,128 1,991,003

2,538,296 59,225 229,039 2,368,482

4,652,424 4,359,485

69,538 - - 69,538

(20,780) - - (20,780)

191,242 - - 191,242

240,000 - - 240,000

1,218,729 91,495 303 1,309,921

(576,955) - - (576,955)

641,774 91,495 303 732,966

319,342 8,715 - 328,057

221,731 3,801 867 224,665

In Thousand Baht

The Company Only

As at

December 31,

2003


January 1,


169

ROBINSON

770,300 45,695 1,397 814,598

(68,189) - - (68,189)

702,111 45,695 1,397 746,409

1,262,777 46,905 70,199 1,239,483

11,300 1,498 849 11,949

82,444 53,004 124,491 10,957

3,481,479 1,534,486

(463,772) (44,323) 161 (507,934)

(83,709) (19,105) - (102,814)

(150,265) (22,299) 762 (171,802)

(456,225) (66,448) 1,153 (521,520)

(1,113,506) (79,273) 70,129 (1,122,650)

(9,681) (1,284) 849 (10,116)

(2,277,158) (2,436,836)

1,204,321 1,097,650

1,746,268 59,225 191,329 1,614,164

2,950,589 2,711,814


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In Thousand Baht

The Company Only

As at

December 31,

2003


January 1,



Cost


Building system equipment - Net

Furniture, fixtures and

office equipment - At Cost

Vehicles - At cost

Construction in progress - At Cost

Total Property and Equipment

Accumulated Depreciation


Buildings, constructions and improvements



Furniture, fixtures and office equipment

Vehicles

Total Accumulated Depreciation

Property and Equipment - Net

Leasehold Rights - Net

Total

770,300 45,695 1,397 814,598

(68,189) - - (68,189)

702,111 45,695 1,397 746,409

1,262,777 46,905 70,199 1,239,483

11,300 1,498 849 11,949

82,444 53,004 124,491 10,957

3,481,479 1,534,486

(463,772) (44,323) 161 (507,934)

(83,709) (19,105) - (102,814)

(150,265) (22,299) 762 (171,802)

(456,225) (66,448) 1,153 (521,520)

(1,113,506) (79,273) 70,129 (1,122,650)

(9,681) (1,284) 849 (10,116)

(2,277,158) (2,436,836)

1,204,321 1,097,650

1,746,268 59,225 191,329 1,614,164

2,950,589 2,711,814

171

ROBINSON


��

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��&$/��>1��)� �� )��)%$ *��&��⌫�$�� 0��$ 7$)@9 *��&�� 3⌦�0��>⌦0⌫�$��⌫��⌦#��*��&��$�0#��)�� #�� @�!�##��*��&�� ⌫�$��$�0#��"�� )�$��;(⌫��&#��1�!�##��⌫��)4��3⌦�0��$0%� 8�)�� $��<�0@9 >/��1 ��$�0 �� "��#��*��&��⌫�$��*�0⌫�%��&�)*��&��#��$0��1� ��)�$*��&��"#��1�*��' �� 3⌦�0%$ ��⌦#&*:��( !��)��#��$"&��0��

��&$/�� )��)%$ *��&�� #��&(�� 0��$ 7$)@9 *��&��3⌦�0��>⌦0�� #��&(��⌫��⌦#��*��&��$�0#��)�� #7$)#��( �� ⌫#��#�� %$ �#� �� ⌫&*�⌫)�&⌫)��<�) ��$� �� ⌫��&��4#��&0��$��$�$ �� ⌫��)%$ 7$)�( ��@��#��01�@�!�##��*��&�� #��&(��$�0#��"�� )�$��;(⌫��&#��1�!�##��⌫��)4��3⌦�0��$0%� ��<�0@9 >/��1 ��$�0 ��6-2 � �� "��#��*��&�� #��&(��*�0⌫�%��&�)*��&��#�� $0��1� �� )�$*��&��"#��;(⌫*��' �B�.�-2 � �� 3⌦�0%$ ��⌦#&*:��( !��)��#��$"&��0��

��)��)�⌫��;;�� #��&(��#��&! �<�0⌫�$��)��0&�/��$"&��#�� 0�� #��&(��$�0#��⌫��)�&�� 0�� . >⌦0 �. *⌫

172

ROBINSON




In September 1995, the Company and its subsidiaries appraised certain plots of land including the unused land

presented under other non-current assets (Note 11), and certain leasehold rights to market prices by an independent

appraiser. The excess of revalued amounts over costs of approximately Baht 827.6 million and Baht 1,751.5

million, respectively, have been presented as "Revaluation increment in assets" under Shareholders' Equity in the

balance sheets.

In June 1999, the Company and its subsidiaries reappraised every parcel of land, by an independent appraiser,

including all land stated at appraisal value mentioned in the above paragraph. As a result of the revaluation, the

revaluation increment in assets presented under the shareholders' equity was reduced by Baht 355 million. For

the revaluation of other plots of land (stated at cost since these had never been appraised), the revalued amount

was lower than cost by Baht 52 million, which was charged to operations.

In December 1999, the Company and its subsidiaries reappraised each leasehold rights, by an independent

appraiser using joint methodologies among Sales Comparison Approach (Market Approach), Discounted Cashflow

Analysis and Income Capitalization Approach, including leasehold rights stated at appraisal value mentioned in the

above. As a result of the revaluation, the revaluation increment in assets presented under the shareholders' equity

was reduced by Baht 248.9 million. For the revaluation of other leasehold rights (stated at cost since these had

never been appraised), the revalued amount was lower than cost by Baht 3,406.9 million, which was charged to

operations.

The Company and subsidiaries have various leasehold agreements covering land and buildings for their department

stores. The leasehold agreements are for the periods ranging from 20 to 30 years.

173

ROBINSON

�� -� ).�� * ⌫� ��

��;��&��'�⌫��⌫$��'��! �� (� ��!�'��'&��⌫�� #��.��$�!��!�� 1/ �� &⌫ /010%�⌫�!��⌫��!� (�&�+�(��= ��&� �� #�� ⌫�� /;@ ��% #�� -<%��5��⌫��!� (� ��!' �� = ��.��.��$��"��#��.��$�!��!�� 1,< ��%��!�� = ��.��X��

�⌫�!��⌫��!� (�&�+�(��$��"�� ⌦ ��!��'�& &9��'&�� .�� &� �:��⌦��'��&��) -1/ �� ) ��⌫� ,- .�� /012 �� /010 ��"��⌫��.�� (�� &9� ��&��) @-=I �� <⌦ ��!� (�&�+�(��!�� ⌦�4�$�!��!�� 9��'��

�� ⌫��00�"��1+�� ⌫�-��

�� ⌫� -- �⌫�� /010 ��"�� < ⌫�� #&� �:��% �'��! #]IJ% <⌦ �� &9��"�� ⌦ ��!�� **�&��+��⌫��5�� &� �:��⌦��'��3��⌫� �� *(⌫��!�� ⌫��$�� ]IJ ��"��'��&��) @0=0 �� 3�� $$��**�&��+��⌫� ��⌫�� *(⌫��!�� ⌫��$�� ]IJ ��"��!�� 5��('�+!�

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223

243

2546 2545 2546 2545

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65,414 65,311 49,200 49,200

63,090 66,063 61,487 65,942

106,619 167,990 55,508 90,739

428,000 428,000 - -

9,306 11,093 - -

19,174 20,183 - -

(9,027) (10,381) - -

88,338 49,016 64,556 40,100

770,914 797,275 230,751 245,981

174

ROBINSON




11. OTHER NON-CURRENT ASSETS

In Thousand Baht


2003 2002 2003 2002

Restricted investments in fixed deposits

Guarantees and deposits

Receivable from the Revenue Department

(Net of loss on impairment of Baht 42 million for 2002)

Unused land - at appraised value (revaluation

increment of Baht 287 million) (Note 10)

Unused fixed assets - net

Goodwill from business combination of

subsidiary (net of loss on impairment

of assets of Baht 430 million)

Negative goodwill - net

Others

Total

65,414 65,311 49,200 49,200

63,090 66,063 61,487 65,942

106,619 167,990 55,508 90,739

428,000 428,000 - -

9,306 11,093 - -

19,174 20,183 - -

(9,027) (10,381) - -

88,338 49,016 64,556 40,100

770,914 797,275 230,751 245,981

Land not used in operations of a subsidiary has been mortgaged as collateral for long-term loan from a local

bank amounting to approximately Baht 142 million. As at December 31, 2003 and 2002, the Company has

leasehold right amounting to Baht 71.9 million which was not used and fully provided for impairment.

LIABILITIES UNDER DEBT RESTRUCTURING AGREEMENTS OF SUBSIDIARIES

On March 11, 2002, CR (Thailand) Co., Ltd. (CRT), a subsidiary, signed debt restructuring agreement with a

local financial institution for overdrafts and related accrued interest expense of CRT and certain subsidiaries

totalling approximately Baht 75.5 million. Under the terms of debt restructuring agreement, CRT's and the

subsidiaries' overdrafts and related accrued interest expense would be settled as follows:

12.

175

ROBINSON


��

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<� ��⌫ ��&0�� <�0 UJK ��)��)�/��!"��*��' �2-� � �� ⌫��)�&��*��$#��("��/�&0�� &*:�&�� *⌫ UJK �#�0⌫�!�@��("��/�&0�� &*:��)%�� H ��&�� H #�� 8�)��)�&�� *⌫7$)&�� ("��/�&0�� 0�$��#��&$/��>1��)� ��. � 0�⌫ !�� 0("��$�#&�⌫ )0�$��# ' ��0�� ;;�*��7��0�� 0��⌫ 7$)#��("��$�#&�⌫ )�� ("��&*:��)&$/�� &�� 0��&$/��⌫�� 7$)�⌫��$�#&�⌫ )&��#�� ^RJ

8�)�� &0/��%<<�0��;;�*��7��0�� 0��⌫ UJK ��)��)�/��$�0#��!�%$ ��#�� $��⌫ &0��&��#&#��;(⌫��$�#&�⌫ )� �0!��)��⌫��;;�*��7��0�� 0��⌫ �⌫@��0��( UJK ��)��)�/��$�0#��⌦#!"��⌫�%$ ��#��*�$��⌫ &*:�#"%�!�##��*��7��0�� 0��⌫ !"��*��' ��-� � �� 3⌦�0��$0&*:��⌦�0<�0 E��)#��&+�<�0��)��)E ��0�#"%�<�$1��0�#"%�<�$1�&?��"��*⌫�� 1$��⌫� ��

&�/��⌫� �2 �⌫�� UJK %$ �0��;;�*��7��0�� 0��⌫ �⌫#?��⌦�0#��>��#��&0��*��&+��0��⌦�0&�/��*��7��0�� 0��⌫ ⌫�� 0("��<�0��)��)�⌫#��0��⌦�0 ��8��⌫ &0��&��#&#��;(⌫��$�#&�⌫ )� �0!��)&*:�&0��*��' �6-� � �� 7$)�⌫< �#"��$⌫��"��;��;;�*��7��0�� 0��⌫ $�0#��$�0��%*�⌫

#� &0�� $�#&�⌫ )� �0!��)!"��*��' ,-� � �� !��)("��7$)��< �#"��$ &0/��%<��)�&��⌫��1%� ��@�A/ �A9#�!#��<�0�� )&��1 ��

<� UJK %$ ��7�� &�⌫)#� �0!�#�>��#��&0��8��⌫ ��0��⌫��)��)$�0#�� 0("��)9�#��>��#��&0��*��' ��-� � �� 7$) UJK �#�0("��#��7�� &�⌫)#� �0$�0#�� #��>��#��&0��&*:�&0��*��' � � �� 3⌦�0��$�0#��%$ !��)%*�� ' ��0��;;�*��7��0�� 0��⌫

��#��⌫ UJK %$ "��;;�#9 )/�&0��#��>��#��&0��7$)%$ #9 )/�&0��!"�� -, � �� &�/��("��&*:��$�0#�� 0�⌫ &0�� ;;�#9 &0�� ⌫��)�&��*��$#��("��/�&0�� &*:�&�� *⌫ 7$) UJK�#�0⌫�!�@��("��/�&*:��)%�� %��&�� H #�� 8�)��)�&�� *⌫ 7$)&�� ("��/�&0�� 0�$��#��&$/��>1��)� ��. ��&��("��$�#&�⌫ )0�$��#��&$/��⌫�� $�#&�⌫ ) ��;;�#9 &0��$�0#��&��#�� ^RJ 7$)&�� "��'�� 0��&$/��⌫�� &*:�� %* � 0�⌫ UJK ��

176

ROBINSON




a) Principal and accrued interest expense amounting to approximately Baht 29.4 million would be paid by the

Company according to the terms, conditions and period specified in the Company's rehabilitation plan (Note 13).

b) Principal debts owed by CRT and other subsidiaries amounting to approximately Baht 19.3 million had grace

period for five (5) years. CRT agreed to repay principal in equal quarterly installments basis within 5 years with the

first installment of principal commencing in June 2007 and to pay the first installment of interest on contract signing

date. Interest expense on restructured principal is payable in monthly installments at MLR commencing in March 2002.

Under the terms of such debt restructuring agreement, liabilities of CRT and other subsidiaries which consisted

of a portion of overdrafts and related accrued interest, were waived on the date that the debt restructuring

agreement was effective. CRT and the subsidiaries recorded the amount being waived as gain on debt restructuring

totalling approximately Baht 36.4 million which was presented as a portion of "Extraordinary Item of Subsidiar-

ies" in the consolidated statements of income and the Company's statements of income for the year ended

December 31, 2002.

On March 19, 2002, CRT signed another debt restructuring agreement with a local financial institution for the

restructuring of outstanding debt of another subsidiary, which has been liable in respect of overdrafts and

related accrued interest expense amounting to approximately Baht 18.5 million. Significant terms of such debt

restructuring agreement are as follows:

a) Principal and accrued interest of approximately Baht 7.2 million would be paid by the Company in accordance

with the terms, conditions and period specified in the Company's rehabilitation plan (Note 13).

b) The right to claim partial outstanding debt owed by such subsidiary had been assigned from the financial

institution to CRT approximately Baht 11.3 million and CRT agreed to pay to the financial institution the consideration

for such claim assignment approximately Baht 5 million. Such consideration has already been paid by CRT on the

contract signing date.

CRT also entered into a loan agreement with such financial institution to borrow from the financial institution the

amount of Baht 4.7 million for the payment of said amount of consideration. The principal under loan agreement

had grace period of five (5) years. CRT agreed to repay the principal on the basis of equal quarterly installments

within five (5) years, commencing in June 2007. The first installment of interest has been paid since March

177

ROBINSON


��

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��#!�#�⌫ UJK � �0*_��&0/��%<��< �!"#�$��0 H ��)*��#��;;��0 H $�0#��< �0� �&(�� #��;;��!�%��#�� &#�$��⌫ ��/��$%��0��0��/��0� �� /�8��@9#��#��&! ��⌫ ��)�$ ��/��1��$ H ��>⌦0#�� "*��#�� !"��0 !"�"��)4�� &� ��&*:�#��$"&��#��&#⌫�)�#��@�A/ �A9#�!#��<�0��

�!�F " &�F +� �$��

&�/��⌫� �. ��>1��)� �� %$ *��#�+�)1$��#("��⌫ ��0#��&0��(��&�/��&��&!�!��@�*��7��0�� 0��⌫ <�0�� #��#("��/�&0��#9 )/��$�#&�⌫ ) ��!&*:��&��1�� &! ��⌫ ��>�( �� &�⌫)#��/��0��<��/�&0�� %$ ��⌫

&�/��⌫� � �V�8�� +�� )#��0%$ �⌫�"��0�� A/ �A9#�!#��<�0�� 0�� 7��&��4 !"#�$ &*:�@9 "�@�A/ �A9#�!#��<�0�� &�/��⌫� �. �� +��%$ �⌫�"��0&�:�(��@�A/ �A9#�!#��<�0��0�� 0�� 7�� &��4 !"#�$ &*:�@9 ��@�&�/��$"&�� 1�#�!<�0��⌫��1��@�A/ �A9#�!#�� 8�)�� @�A/ �A9$�0#��%$ $"&��#��&0/��%<⌫��1%� 3⌦�0�⌫��)��&�⌫)$$�0�⌫

#� &�/��⌫� �� >1��)� �� %$ $"&��#��!$�&�⌫)��$1�!$�&�⌫)�<�0��⌫�%$ �"��0 %� �"��1 �#9 �*�0�8��!�# �B6,.B...B... �� !"��1 ��; �6,B...B... �1 � �9��1 �� . �� &*:��B�6.B66�B��. �� !"��1 ��; ��6B.66B�� 1 � �9��1 �� . �� &�/��⌫� �� >1��)� ��%$ $"&��#��!$�&�⌫)�&��1�!$�&�⌫)�<�0��!�# �B�6.B66�B��. �� !"��1 ��;��6B.66B�� 1 � �9��1 �� . �� &*:� ��B6.6B6��B�.. �� !"��1 ��; �B�6.B66�B��. �1 ��9��1 �� . ��

<� &�/��⌫� � �1�� %$ ��#�1 �#9 �⌫��#*��#��0��(��$)�)�/�&0�� *�0�8��%$ &�/��⌫#��@�$��$� &*:�&0��!"�� B��-� � �� &�/��!�$�� #�&! ��⌫ #��&0��⌫�%��⌫��#*��#�� ⌫��1%� ��

253

178

ROBINSON




2002. The interest rate under the loan agreement is MLR which shall be calculated from March 2002 onwards.

CRT and the subsidiary recorded the difference of the future payment amount according to the debt restructuring

agreements which is lower than book value of the subsidiary's overdrafts and related accrued interest expense

at the contractual date amounting to approximately Baht 10.1 million as gain on debt restructuring presenting as

a portion of "Extraordinary Item of Subsidiaries" in the consolidated statements of income and the Company's

statements of income for the year ended December 31, 2002.

In addition, CRT is required to comply with certain conditions and restrictions stipulated in the agreements men-

tioned above such as not directly or indirectly creating new loans or obligation with creditors or any other parties

including asset guarantee, pledge, and mortgage, unless otherwise relating to the Company's rehabilitation plan.

REHABILITATION PLAN

On June 10, 1998, the Company temporarily suspended payments of its financial debts in conjunction with the

commencement of a restructuring of its indebtedness. These suspensions constituted events of defaults, the

occurrence of which enables lenders to declare their debt due and demand immediate repayment.

On May 2, 2000, the Central Bankruptcy Court ordered the Company to enter into business rehabilitation and

appointed Robinson Planner Limited to be the plan preparer. On December 20, 2000, the Court approved the

rehabilitation plan and appointed Robinson Planner Limited to be the plan administrator and to operate the

business of the Company in accordance with the rehabilitation plan. Under the rehabilitation plan, the Company

is required to comply with outlined conditions as follows:

(a) On June 13, 2001, the Company proceeded with the registration of decrease in the Company's registered

share capital, which was reserved for convertible debentures from Baht 1,870,000,000 (ordinary share

187,000,000 shares at Baht 10 par value) to Baht 1,480,881,510 (ordinary share 148,088,151 shares at Baht 10

par value) and on June 15, 2001, the Company proceeded with the registration of increase of the Company's

registered share capital from Baht 1,480,881,510 (ordinary share 148,088,151 shares at Baht 10 par value) to

Baht 14,808,815,100 (ordinary share 1,480,881,510 shares at Baht 10 par value).

(b) On October 5, 2001, the Company issued the partially secured amortizing notes (convertible upon default) in

the amount of Baht 3,614.5 million, for allocating to the unsecured financial creditors as described in the reha-

13.

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bilitation plan of the Company, and in October 2001, the Company has provided, to the extent possible, the

Noteholders' representative, acting on behalf of the unsecured financial creditors who are the Noteholders, the

securities for the issuance of such Notes in accordance with the conditions stipulated in the rehabilitation plan

and other related documents.

(c) On October 10, 2001, and November 13, 2001, the Company made initial repayments to the unsecured

financial creditors of the Company in the amount of totalling Baht 956 million.

(d) On October 30, 2002, the Company converted unsecured debt approximately Baht 1,777 million into

approximately 888 million ordinary shares, representing 60% of the enlarged total share capital of the Company.

The conversion of unsecured debt into ordinary share was made at the rate of Baht 2 per share, resulting to

discount on share capital of approximately Baht 7,108.2 million. The ordinary shares issued to the unsecured

financial creditors, approximately 311 million ordinary shares (CRC Option Shares), representing 21% of the

enlarged total share capital of the Company sold to CRC (Central Retail Corporation Ltd. and an its designee)

in line with conditions and time indicated in the Company's rehabilitation plan in April 2003.

(e) On October 30, 2002, the Company issued approximately 370 million ordinary shares, representing 25% of

the enlarged total share capital of the Company to CRC (CRC Support Shares) at Baht 0.0001 per share

resulting to increase in discount on share capital of approximately Baht 3,702.2 million. The CRC support

shares would be conditionally assigned to the unsecured financial creditors. The Security Agent will hold the

share certificates. The condition assignment will be released and the share certificates will be released to CRC

pro rata to the total repayments of principal and interest.

In addition, on October 30, 2002, the Company issued approximately 74 million ordinary shares, representing

5% of the enlarged total share capital of the Company, to a Special Purpose Vehicle, owned by the management

of the Company (MIOP Shares) at Baht 0.0001 per share resulting to increase in discount on share capital of

approximately Baht 740.4 million. These shares would be conditionally assigned to the unsecured financial

creditors. The Security Agent would hold the share certificates. To the extent these shares are earned by

management, the conditional assignment, and custody of the Security Agent will be released within 5 years. In

consideration for the issuance of new ordinary shares to CRC and the Special Purpose Vehicle, CRC and the

Company's management undertake to provide their continuous support for the Company.

181

ROBINSON


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(� &�/��⌫� 6 �V+!�#�)� �� %$ ��#��*�$��⌫ ��⌫�&��/�!�#&! ��⌫ %��⌫��#*��#��3⌦�0&*:�%*��&0/��%<<�0�@�A/ �A9#�!#��<�0�� ⌦#��0<�0!"��@�� 0�� <�0�1 �#9 �⌫��#*��#��0��(��$)�)�/�&0�� $�#&�⌫ )⌫�&#⌫�)�< �0 &0��!��)("��⌫ �/�0�$��#��1 ��;⌫��#�� #��&! ��⌫ &�/��("��⌫ ⌫��"#��;(⌫<�0��⌫ ��⌫��)9�8�)�� @�A/ �A9#�!#��<�0��&*:�#"%�!�##��*��7��0�� 0��⌫ !"��*��' ��B,�,-6 � �� 3⌦ �0��$0&*:��⌦ �0<�0 E��)#��&+�E��0�#"%�<�$1��0�#"%�<�$1�&?��"��*⌫�� 1$��⌫� ��

3� ��0%��⌫��<�0*⌫ �� )��)��0��⌦�0"��;;�*��7��0�� 0��⌫ #��>��#��&0��*��&+��0��⌦�0 &�/��("��⌫ <�0��C��@9 � "*��#��!"�� 2-� � �� ⌫ ��$�0#��⌫��$�#&�⌫ )&��#�� ̂ RJ ��⌫#"��$��)�&��("��/��⌫� � �#�� 3⌦�0��>��#��&0��%$ �⌫#��"��⌦#�# %<&��&��;;�*��7��0�� 0��⌫ &�/��<)�)��)�&��("��⌫ ��#%*�⌫#&*:��⌫� � #�#X�� )��0%�#:�� )��)%��>("��⌫ $�0#��%$ 8�)��#"��$ $�0�� ⌫� �� #��)�)� ��>��#��&0��%$ �⌫��⌦#< ��#�0�# %<&��&��;;�#��*��*�107��0�� 0��⌫ &�/��<)�)��)�&��#��("��⌫ ��#%*�⌫#!�>⌦0��⌫� � &��)� ��, 7$))�0�0!��)("��$�#&�⌫ )�� ^RJ ��%*��&$�� )��)��$0��⌫ ��$�0#��&*:� E��⌫ ��8�)�� ;;�� "*��#��E 8�)�� ⌫ ��1�&�⌫)��0�$1�

��⌫��"#��9��1 �� 0��$⌫�&#�$<⌦ �!�##��*��7��0�� 0��⌫ ��⌫�#��< �0� �&*:�&0�� B��.-6� �� ⌫��&#��9��1 �!"��&0�� -� � ��

182

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(f) On November 8, 2002, the Company proceeded with the registration of decrease in the Company's capital

from Baht 14,808,815,100 (ordinary share 1,480,881,510 shares at Baht 10 par value) to Baht 11,106,611,330

(ordinary share 1,110,611,133 shares at Baht 10 par value). The purpose of the capital reduction is to reduce

the Company's deficit as stipulated in the rehabilitation plan.

(g) On November 8, 2002, the portion of debt remaining was forgiven by the unsecured financial creditors in line

with the condition stipulated in the Company's rehabilitation plan. The Company recorded the difference of the

total of the partially secured amortizing notes and related interest, the amount of initial repayment and the

ordinary shares issued to creditors, which is lower than book value of debt under the Company's rehabilitation

plan, as gain on debt restructuring totalling approximately Baht 14,747.8 million presenting as a portion of

"Extraordinary Item" in the consolidated statement of income and the Company's statement of income for the

year ended December 31, 2002.

(h) During the third quarter of 2002, a subsidiary had entered into a debt restructuring agreement with a local

financial institution to settle the Company's debt as a guarantor, of Baht 159.2 million. Such liability bears

interest at the rate of MLR and has to be repaid on January 1, 2003. The financial institution subsequently made

a memorandum for amendment of debt restructuring relating to the repayment extension to July 1, 2003. However,

the subsidiary could not pay this debt as scheduled. On September 15, 2003, the financial institution subse-

quently made a memorandum for amendment of debt restructuring relating to the repayment extension of

repayment until April 1, 2004 with interest rate at MLR. The subsidiary presented the liability as "Liability under

guarantee agreement" under current liabilities in the balance sheets.

The Company had the discount on share capital incurred from the debt restructuring as discussed above totalling

approximately Baht 11,550.8 million and the premium on share capital totalling approximately Baht 631.1 million.

183

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�1 �#9 �⌫ �⌫��$�#&�⌫ )��⌫�#"��$%� ��< �#"��$�� 3⌦�0%$ ��)9�� !"��⌫ ⌫�!�!��)�� 0("��&0�� $�#&�⌫ )7$))�)!��)("��/��!"��&��⌫�#"��$%� ��< �#"��$�� !�>⌦0��#"��$("��/�� 0��$ 3⌦�0��)>⌦0��⌫� �� 6 ��/��$H 3⌦�0�1 �#9 � 0��$%$ >9#%>�>��!��W��/�>9#�*�0�8��&*:��1 �<�0�� $!�&#�$#�� @9 >/��1 �#9 ��>�( �� *�0�8��1 �#9 &*:��1 ��<�0��&��$#:%$ 3⌦�0� �0%�� )#�� "#��0!�#&#�$&��1@�$��$ 7$)!"��1 �⌫�!��#��#��*�0�8��<�0�1 �#9 !�#"��$<⌦ �7$)#��!"��<�0)�$&0�� 0��$<�0�1 �#9 ⌫�!��*�0�8��$�#&�⌫ )⌫�>⌦0#"��$ �"��'!�>⌦0��⌫�>⌦0#"��$("��!"��&0��<�0#��!��)&0��7�� $ �)��⌫� �*�0�8��' ��⌫ ��*�0�8�� 3⌦ �0&��#��$��⌫ ��*�0�8�� @9 >/��1 �#9 ��!�⌫��&+�#"��$�� @9 >/��1 �#9 � 0��$� �0�*�0�8��1 �#9 �� &*:��1 ��⌫�@9 >/��1 �#9 ��)>/��)9� 8�)�� < �#"��$ �� #��*�0�8��0�� 0�⌫ ��⌫�� %>�>��1 �#9 �/�#��#"��$%$ ��&0/��%<⌫��1%� �� < �#"��$��

��)��)!"��0��!"�"⌫�$�� 1*#�'4 ��$!��1 �<�0��)��)��3⌦�0�⌫�9��;(⌫�1 � ' ��⌫� �� &*:�&0��*��' �B.�2-6 � �� B2.2-, � �� "$�� &�/��&*:��#*��#��#��#�1 �#9 �⌫

��⌦#�1 �#9 �⌫��#*��#��0��(��$)�)�/�&0�� *�0�8��%$ &�/��⌫#��@�$��$� ��⌫��#"��$("��8�)��⌦�0*⌫ %� &*:��⌦�0<�0��⌫ ��1�&�⌫)��0�$1�

273

2,473,273 2,800,942 2,484,595 2,813,765

735,826 900,959 735,826 900,959

3,209,099 3,701,901 3,220,421 3,714,724

(372,722) (372,240) (372,722) (372,240)

2,836,377 3,329,661 2,847,699 3,342,484

�� 2546 2545 2546 2545

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14. PARTIALLY SECURED AMORTIZING NOTES (CONVERTIBLE UPON DEFAULT)

In Thousand Baht


2003 2002 2003 2002

Principal amount

Interest

Total

Less portion due within one year

Net

2,473,273 2,800,942 2,484,595 2,813,765

735,826 900,959 735,826 900,959

3,209,099 3,701,901 3,220,421 3,714,724

(372,722) (372,240) (372,722) (372,240)

2,836,377 3,329,661 2,847,699 3,342,484

On October 5, 2001, the Company issued partially secured amortizing notes (convertible upon default) totalling

Baht 3,614.5 million pursuant to the rehabilitation plan of the Company. (Note 13)

The notes bear interest at the rate specified in the Terms and Conditions and included as part of future payable

amounts. The Company shall make an amortized repayment of interest together with principal amount and times

specified in the Terms and Conditions through maturity date, which means the earliest of December 31, 2005 or the

date when all of the Notes have been fully redeemed and/or converted into shares of the Company. The conversion

right attaching to a note may be exercised, at the option of the holder thereof, at any time and not less than 15

business days following the occurrence of an event of default. The number of shares to be issued on conversion of

a note will be determined by dividing the aggregate of the principal amount of the notes to be converted and interest

due to the maturity date and the bonus payment by the conversion price in effect at the conversion date, which means

the market price as at the conversion date. The Noteholders may by a special resolution direct that all Noteholders shall

convert their notes into shares on a pro rata basis in accordance with Terms and Conditions (Mandatory Conversion).

Nevertheless, the Company has the right to make early redemption according to the Terms and Conditions.

The Company and subsidiaries mortgage and pledge property and equipment including shares of subsidiaries and

associated companies with net book value as at December 31, 2003 and 2002 approximately Baht and 2,029.8

million and Baht 1,909.7 million, respectively, as collaterals for the issuance of these notes.

The Company presented the portion due within one year of partially secured amortizing notes (convertible upon

default) under current liabilities in the balance sheets.

185

ROBINSON


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��%$ &��7��0#��⌫$⌫��4�⌫��&$/��#�� , 7$)%$ !�$�� 7�� &��-�⌫-�⌫- !"#�$ �E&��⌫�⌫E�3⌦�0&*:��)��)<�0��&< ��0��;;�#9 &0��#�� 8�)��*��&+��0��0&�/��⌫� �� #��, *��&8�0&0��#9 ��)�)��0&0��%��&#�� B,.. � �� #"��$��$��#�� #9 ��0�� B��. � ��$�#&�⌫ )&0��#9 )/�<� ��"<�0�9#� �(� �$⌫ �^RJ� &?�⌫�)<�0 ��@9 �� #9 � 0��0��0�� )�� -,� ��*⌫��/�� )�� *⌫ �� $!��90#�� 7$)��;;�$�0#�� #�&��⌫�⌫⌫�!�&��#>��&0��#9 &�/��"��3/ ��/��1 �#9 ��7��0#��⌫$⌫��4�⌫%$ �� 0��⌫� �� #�� , >⌦0��⌫� �. �� 6 ��&��⌫�⌫%$ #"��$��)�&�� @9 >/��1 �#9 ⌫�*��0�4!�<�)�1 �#9 )/��&�#�� KfPNfL lhhfL jfLOaN� �� #��#��3/ ��0��⌫� �� #�� >⌦0 �� #�� , ��%$ #"��$��&��3/ ��1 �#9 %� ⌫��)�� -.� �� 0�⌫ ��4<�0�1 �#9 �/��.. ��) ��<'�⌫��1 �#9 �⌫��;(⌫ ��6 ��) ��⌫� ��#�� , *��#_��⌫&! ��⌫ ��$0��*��0�4&< ��7��0#��!"�� )�� -6� <�0!"��&0�� 0� �0� 0��$��/�&*:�!"�� 6B.�6B2�� ) ��<�0&0��⌫��( ��#��3/ ��1 �#9 �/�⌫��90#��4<�0�1 �#9 !�%$ ��#��($&()8�)��*⌫ ��6 $ �)@��0<�0��$�#&�⌫ )&0��#9 <�0��)��)⌫��⌫��⌫��"#�� $�#&�⌫ )<�0�1 �#9 ⌫�!�%$ �� #��⌫��)��)!�%$ ��7��&+��⌫��1��< �#"��$�� <�0�1 �#9 ��0&$/��#��&$/��#1�8�� 4 ��, &��⌫�⌫%$ &��&��#>��&0��#9 ��("��1 �#9 �� #�@9 >/��1 �#9 ⌫��7��0#��7$)�⌫#��!"�"��1 �#9 ⌫��3/ ��&*:��#*��#�� #� ��

283

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THE VOLUNTARY DEBT REFINANCE PROGRAM

Due to the Voluntary Debt Refinance Program (" VDRP") launched by the Company to reduce the refinancing risk

upon the maturity of the Notes in 2005, in order for the VDRP can be implemented the Company then has to amend

the rehabilitation plan dated November 14, 2000 to accommodate the repurchase of the Notes. Therefore, the statutory

creditors' meeting was held on November 5, 2003 by Official Receiver in order to consider and vote for the plan

amendment proposal. Accordingly, the plan amendment proposal was approved by special resolution of the creditors'

meeting according to the Bankruptcy Act.

Further from the creditor meeting pursuant to the Bankruptcy Act, the Noteholders' Representative called the

Noteholders meeting according to the term and condition of the Note on 5th November 2003 for the Noteholders to

consider and vote on the proposal to amend the terms and conditions of the Note for consistency between the terms

and conditions of the Note and the reorganization plan as amended. The resolution of the meeting unanimously resolved

to approve such amendment proposal. On December 29, 2003 the Central Bankruptcy Court approved the plan

amendment as approved by the creditors' meeting . As a consequence, the plan amendment and the term and conditions

amendment have been effective and thus, the Company is able to proceed further implementing the program.

In January 2004, the Company has started implementing the VDRP program by having Robinson S.P.V. Ltd. ("SPV"),

the Company's subsidiary, signed the long-term loan agreements with 2 local banks on January 16, 2004 with credit

line not exceeding Baht 2,700 million, Baht 1,350 million from each bank , at the interest rate of average minimum

lending rate of lending banks (MLR) minus 1.75% per annum or 4% per annum, which ever is higher. The proceeds

drawn down under the agreements shall be used by SPV to repurchase the Notes pursuant to VDRP during the

period from January 16, 2004 to December 30, 2005. Consequently, the Company and SPV have scheduled tender

offer period during January 16 to January 26, 2004 for Noteholders to submit the tender documents to the tender

agent and the offer price was set at Baht 115.01 per unit. The par value of the Note is Baht 100, while the Note's book

value is Baht 128 on January 15, 2004. Accordingly, 35.84% of the total outstanding principal of the Notes or 8,068,944

units were tendered. The premium over par value paid by the subsidiary for the repurchased Notes will be compen-

sated within year 2005 by the difference between the subsidiary's loan rate and the coupon rate of the Note to be

received by subsidiary, which is lower than the loan rate, and the bonus payment to be received by subsidiary

according to the Terms & Conditions of the Notes. During January and February 2004, SPV has commenced the

drawdown of the loan for payment to the Noteholders, who tendered their Notes, and pledged repurchased Notes

with the lending banks as collateral for the loans.

15.

187

ROBINSON


��

��⌫� ��

� ��G��$ �� !�#��

��(��;;��(� !"#�$ �-+- �� 0!�$��#"%��1 �*��!"*⌫&*:�1��"��0%�� )#�� )�� <�0#"%��1 �*��!"*⌫��0!�#��#<�$1��)#�� > ��⌫� 1#�� 0⌫�*��#�+!��)&0��*��@�%� &*:��"��0��#X��)!�#��1��"��0$�0#��!��⌫!"��%�� )#�� )�� . <�01�!$�&�⌫)� 1��"��0�⌫ %��!�"%*!��)&*:�&0��*��@�%$

��#��*��(1��;@9 >/��1 �<�0�� 3⌫��4 89&#:� �*��&+%)� !"#�$ 3⌦�0&*:��)��)��*��&+��0��⌦�0&�/��⌫� �� &��)� �� @9 >/��1 �<�0��)��)$�0#��%$ ��1��!��)&0��*��@�!�##"%�� ' ��⌫� �� 1 �� . �� "��1 ��;!"�� B,,.B... �1 � ��&*:�&0��*��@�!��)� 0�� ,.B6..B... �� !�$��#"%�%� &*:�&0��01��"��0��#X��)�� )�� <�0#"%��1 �*��!"*⌫&*:�!"�� B,�2B,6� �� &�/��⌫� �� &��)� �� ⌫�*��(1��;@9 >/��1 �<�0��)��)$�0#��%$ ��1��!��)&0��*��@�!�##"%��1 ��"��*⌫ �� 1 �� 6-� �� "��1 ��;!"��B,,.B... �1 � ��&*:�&0��*��@�!��)� 0�� ,B2�6B... �� !�$��#"%�%� &*:�&0��1��"��0��#X��)�� )�� <�0#"%��1 �*��!"*⌫&*:�!"�� B6.�B.2, ��

��&�" ��

��)%$ �� '9*78��)%$ !�##��7m�'�*��(�� 4��)%$ !�##��0��0��)%$ �� &�⌫)��)�� )%$ &�:$&��:$��

6�� ⌫ � ��&

��%��⌫��( !��)8��⌫&0��%$ �"��*⌫�� 1$��⌫� �� &�/��0!�#�( *��7)(�4!�#@�<�$1��08��⌫)#��!�#*⌫#��

293

2A3

2546 2545 2546 2545

��

167,119 161,020 106,599 101,757

45,060 44,442 44,747 46,978

5,974 1,346 89,344 84,324

7,398 7,290 5,359 5,292

157,706 84,817 140,517 68,930

383,257 298,915 386,566 307,281

;C<

188

ROBINSON




LEGAL RESERVE AND DIVIDEND DISTRIBUTION OF SUBSIDIARY

Under the Public Limited Companies Act B.E. 2535, the Company is required to appropriate at least 5% of its

annual net income after deduction of the deficit brought forward (if any) at each dividend declaration as reserve

fund until the reserve not less than 10% of the registered capital. The reserve is not available for dividend distribution.

At the ordinary shareholder's meeting of CR Phuket (Thailand) Co., Ltd., a local subsidiary, held on April 24, 2003,

the shareholders of the subsidiary approved the distribution of dividends from the retained earnings as at December

31, 2001, at Baht 40 per share for 1,770,000 common shares, totalling Baht 70,800,000 and made an appropriation

for legal reserve at the rate of 5% of annual net income amounting to Baht 2,729,782. On April 25, 2003, the

ordinary shareholders' meeting of the subsidiary approved the distribution of dividends from net income for the

year 2002 at Baht 38.4 per share for 1,770,000 common shares, totalling Baht 67,968,000 and made an appropriation

for legal reserve at the rate of 5% of annual net income amounting to Baht 2,801,097.

OTHER INCOME

16.

17. In Thousand Baht


2003 2002 2003 2002

Utilities income

Promotion and advertising income

Management fee income

Income sharing and trade commissions

Miscellaneous income

Total

INCOME TAX

No income tax expense for the year ended December 31, 2003 because of the utilization of tax loss carry

forwards.

167,119 161,020 106,599 101,757

45,060 44,442 44,747 46,978

5,974 1,346 89,344 84,324

7,398 7,290 5,359 5,292

157,706 84,817 140,517 68,930

383,257 298,915 386,566 307,281

18.

189

ROBINSON


��

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�� " �� "��

' ��⌫� �� )��)%��⌫�7)��)⌫�!�*��#�� 1�#��0#��&0��⌫�&*:��1�� 4&�/��#��&#:0#"%��/�&�/��#��

�� ⌫��&��6�.��

��&�⌫�)0$ ��8��0&#�$!�#��)1�0)�#��#��$�1�� &�⌫)0��&��#��*_��8��@9#��⌫�#"��$%� ��&��/��0�/��0#��&0�� @9 ��&(/��*�!!1��)��)%��⌫��&�⌫�)0$�0#��

�� ⌫ ��$�� ⌫ &�

' ��⌫� �� )��)�⌫��&�⌫�)0⌫��9��<�0&��/��0�/��0 #��&0��!�&*�⌫�)��*�0%*&�/��0!�##��&*�⌫�)��*�0<�0��$�#&�⌫ )��$ $�0�⌫

4879

� ��.� (�� &0��D�#�>��#��&0��&0��D�#*��!"⌫��⌫< �!"#�$��#��(

�⌫&� �� ⌫ ��8�)�� ;;�� "*��#��<�0��)��)&0��#9 )/��)�� &0��$��0!�##�!#��⌫�&#⌫�)�< �0#��

2:3

��⌫�� ⌦�� ⌫ �� ⌫ �� ⌦�� ⌫ � ⌫ �� ⌫�

��

��

��⌫�� ⌫�� ⌫�� ⌫��⌦��

1,310,401 - - - 1,310,401 0.25 -

65,414 - - - 65,414 0.75-1.00 -

159,193 - - - 159,193 MLR -

- 17,465 - - 17,465 - 15

190

ROBINSON




FINANCIAL INSTRUMENTS

As at December 31, 2003 and 2002, the Company and subsidiaries did not speculate in or engage in the trading

of any derivative financial instruments.

Liquidity Risk

Liquidity risk arises from the problem in raising fund adequately and in time to meet commitment as indicated in

the financial instruments. The management believes that the Company and subsidiaries have no such risk.

Interest Rate Risk

As at December 31, 2003 and 2002, the Company and subsidiaries had risk from the changing value of financial

instruments, from changing market interest rates as follows:

2003

19.

Financial assets

Cash at financial institutions

Restricted investments

in fixed deposits

Financial liabilities

Liabilities under guarantee


Short - term loans and advances

from related parties

1,310,401 - - - 1,310,401 0.25 -

65,414 - - - 65,414 0.75-1.00 -

159,193 - - - 159,193 MLR -

- 17,465 - - 17,465 - 15

Consolidated

In Thousand Baht

Floating Fixed interest rate maturing in: Average interest rate

interest 1 year or Over 1 to More than Floating Fixed

rate less 5 Years 5 Years Total % %

191

ROBINSON

" ��.� A��5�� .� .� A��⌫��⌫-��+ ��+��.� +��4��0�� .� ��.� +��4��0��#��⌫�.�⌫��#-��

�⌫��.� �4��0�� .� ��⌫�.�⌫��#-�� .� �4��0��#��

��

��.� A��5�� .� .� A��⌫��⌫-��+ ��+��

�⌫�� ⌫�� 8�+��//�� -��.� �4��0�� .� ��⌫�.�⌫��#-��


��

#� �⌫� $% &� #�� '()* �� '()(

��⌫�� ⌦�� ⌫ �� ⌫ �� ⌦�� ⌫ � ⌫ �� ⌫�

��

��

��⌫�� ⌫�� ⌫�� ⌫��⌦��

322,413 - - - 322,413 0.25 -

49,200 - - - 49,200 1.00 -

5,782,580 - - - 5,782,580 MOR+1.5 -

- - - 61,223 61,223 - 6

1,047,471 - - - 1,047,471 2.75 -

- - - 113,300 113,300 - 2

649,821 - - - 649,821 0.25-0.5 -

65,311 - - - 65,311 0.50-1.0 -

159,193 - - - 159,193 MLR -

- 12,759 - - 12,759 - 15

��⌫�� ⌦�� ⌫ �� ⌫ �� ⌦�� ⌫ � ⌫ �� ⌫�

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192

ROBINSON




The Company Only

In Thousand Baht




Financial assets


Restricted investment

in fixed deposits

Short-term loans and

advances to subsidiaries

Long - term loans to related parties





2002

Financial assets



in fixed deposits


Liabilities under guarantee




322,413 - - - 322,413 0.25 -

49,200 - - - 49,200 1.00 -

5,782,580 - - - 5,782,580 MOR+1.5 -

- - - 61,223 61,223 - 6

1,047,471 - - - 1,047,471 2.75 -

- - - 113,300 113,300 - 2

Consolidated

In Thousand Baht




649,821 - - - 649,821 0.25-0.5 -

65,311 - - - 65,311 0.50-1.0 -

159,193 - - - 159,193 MLR -

- 12,759 - - 12,759 - 15

193

ROBINSON


��

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��

��⌫�� ⌫�� ⌫�� ⌫��⌦��

��.� A��5�� .� .� A��⌫��⌫-��+ ��+��.� +��4��0�� .� ��.� +��4��0��#��⌫�.�⌫��#-��

�⌫��.� �4��0�� .� ��⌫�.�⌫��#-�� .� �4��0��#��

��⌫�� ! ��"#��

�#�.�⌫�� +�� .�0��.��⌫��4��//,��5��0�,��7��Y��-��⌫�+��,#�� A ��.�0��#��,��⌫�#�.�⌫�� +�� .�0��.�@ ��/. 0 ��4 ��,��-��# +�/�.�@ ��-�.� �� ,��@��⌫�#�.�⌫�� .�0��+��+ ��"��4��0�.� ��⌫��,��+ ��"�� 7⌦ ��6��.30�� ⌫��4/.�� # .� �⌫��#��.�⌫��.�@�.� ,��,��

$%� ��

.��0��0��.� �⌫�+ ��. � &"��+��,#�� #�� ,�� ⌦�,#�+ ��" .��0�� # �⌫��.�0��#5��#�.��

�4��"��&�� 0� �� # .� �⌫�+��.��⌫�� 7��0�� ⌫�� #��"��⌫��⌫�#��4��.�@�+��⌫��.��⌫�� ⌫��⌫�.�@ ��,��⌫��# .�⌫��#-��

598,846 - - - 598,846 0.25-0.5 -

49,200 - - - 49,200 1 -

5,063,902 - - - 5,063,902 MOR+1.5 -

- - - 61,223 61,223 - 6

1,036,628 - - - 1,036,628 2.75 -

- - - 113,000 113,000 - 2

��

194

ROBINSON




The Company Only

In Thousand Baht




Financial assets



in fixed deposits

Short-term loans and advances

to subsidiaries

Long-term loans to related parties


Short-term loans and advance



Credit Risk

Credit risk is the risk that a counterparty is unable or unwilling to meet a commitment that they entered into with

the Company and subsidiaries. The management believes that the Company and subsidiaries do not face any

significant credit risks due mainly to recognition of revenue is from cash sales. However, the Company and

subsidiaries still face credit risk from loans granted and accrued income from the companies in the group, which

the Company and subsidiaries has considered to set up allowance to cover the estimated losses.

Fair Value of Financial Instruments

Financial instruments held to maturity in the normal course of business are recorded at cost or redemption

amount as appropriate.

Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable,

willing parties in an arm's length transaction.

598,846 - - - 598,846 0.25-0.5 -

49,200 - - - 49,200 1 -

5,063,902 - - - 5,063,902 MOR+1.5 -

- - - 61,223 61,223 - 6

1,036,628 - - - 1,036,628 2.75 -

- - - 113,000 113,000 - 2

195

ROBINSON


��

��⌫� ��

��)��)�( �� ⌫#��< ��C��#��*��'�9��)1�� <�0&��/��0�/��0#��&0��$�0�⌫

5 ��)4�0#��&0��⌫�!�$*��&8&*:��)4��1�&�⌫)��&! ��⌫ ��Z�&0��!��)#��

�9��⌫�*��#X��0�$1��⌫!"��#� &�⌫)0#��9��)1�� &�/��0!�#�⌫#"��$#��("��/�!��)("��)�&��

5 &0��01��)�)��⌫ ��⌫��)9�8�)�� @�A/ �A9#�!#��

&�/��0!�#%��>�"��'�9��)1�� <�0&0��01��)�)��⌫ ��⌫��)9�8�)�� @�A/ �A9#�!#��%$ �)��0&��!⌦0%��⌫#��&*�$&@)

5 &0��#9 )/��&0�� #9 )/��#�#�!#��⌫�&#⌫�)�< �0#��

�9��)1�� >/��⌫ ��$0��0�$1�&�/ ��0!�#$�#&�⌫ )<�0��0#��&0��#� &�⌫)0#��#��$�#&�⌫ )��$

5 �1 �#9 �⌫��#*��#��0��(��$)�)�/�&0�� *�0�8��%$ &�/��⌫#��@�$��$�

�9��)1�� <�0�1 �#9 �⌫��#*��#��0��(��$)�)�/�&0�� *�0�8��%$ &�/��⌫#��@�$��$� *��'#��7$)�( �� ⌫#��$#��&0��$7$)�( ��$�#&�⌫ )��$*�!!1��)1�1 �#9 �0&��/� ' ��⌫� �� 9��)1�� $�0#��⌫!"��*��' �B62.-� � �� B��2-� � �� "$��

� �� ⌫��⌫�

��%$ !�$�� 0#�01��"��0&�⌫ )0(⌫��#0��(��;;��#�01��"��0&�⌫ )0(⌫� �-+- ��. ��&< �&*:�#�01�!$�&�⌫)�7$)%$ ��1��!�#�"��#0��'�#��#��#"#��#��)4��$��#��)4��&�⌫)�#�01��!��)��&< �#�01��⌫ &��#��⌫��#0��!��)�� 3⌦�0�"��'�� )��<�0&0��&$/��#0��%$ ��0�� 0@9 !�$#��#�01�&�/��#�01�� &*:�%*�� ⌫#�� &0/��%<⌫�#"��$7$)#X#��0?��⌫� � ��-+- ��#��(��;;��#�01��"��0&�⌫ )0(⌫� �-+- ��.

��

196

ROBINSON




The Company and subsidiaries use the following methods and assumptions in estimate the fair values of financial

instruments.

- Financial assets classified as current assets and accounts and notes payable - trade

The carrying amount approximates fair value because of the short period to maturity of those instruments.

- Long-term investments and liabilities under rehabilitation plan

Due to the fair value of long-term investment and liabilities under rehabilitation plan cannot be properly calculated,

no disclosure is made.

- Loans from and loan to related parties

The fair value approximates carrying amounts stated in the balance sheets, since interest on financial instruments

approximates market rates.

- Partially secured amortizing notes (Convertible upon default)

The fair value of partially secured amortizing notes (convertible upon default) are estimated using a discounted

cash flow method based on the current market rate and the remaining period to maturity. As at December 31, 2003

and 2002, the fair value was of approximately Baht 2,890.2 million and Baht 3,119.4 million.

EMPLOYEE REGISTERED PROVIDENT FUND

The Company established a contributory registered provident fund in accordance with the Provident Fund Act. B.E.

2530. The registered provident fund plan was approved by the Office of the Securities and Exchange Commission.

Under this plan, the Company contributes an amount equivalent to the employees' contribution (which is computed

on a certain percentage of the employees' basic salaries). The Company appointed a fund manager to manage the

fund in accordance with the terms and conditions prescribed in the Ministerial Regulation No. 2 (B.E. 2532) issued

under the Provident Fund Act. B.E. 2530.

20.

197

ROBINSON


��

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��!��)��&< �#�01�$�0#��< �0� ��*⌫ �� &*:�!"��&0��*⌫��*��' �-6 � �� -. � �� "$��

!��"#��$�%�� ⌫ �� ⌫ ��& � �'&⌦ ��)�!��

' ��⌫� �� )��)�⌫&��&��4��A&��$��⌫�)�0%��( ��⌫ ��⌫��!&#�$<⌦ �!�#��0�/�� "*��#��⌫� ��#�� #��)0��C��0��0&*:�&0��*��' ,�-6 � �� ,2-2 � �� "$�� "��0�#��&0�� -2 � �� -2 � �� "$�� "��0�#��&0��&?�� 0&0��⌫ ��&��⌫ � "*��#��7$)&0��D�#*��!"<�0��!"��&0��*��' ��-�� -� � �� "$��

& �� #� � � ��

��)��&�⌫)$<�0��( !��)�"��*⌫�� 1$��⌫� �� ⌫�&*�$&@)&��&��< �#"��$<�0��C��#��;(⌫?��⌫� �� &�/��0#��"&��0�#��&0��⌫$�0�⌫

��&�/��( !��)��#0��)!��)��$��;(⌫

!"��#0��<�0��)��) ' ��⌫� �� ⌫!"�� B�� B�� "$��

��&$'�� !��$?�⌫)��

��%$ !�$*��&8��;(⌫��0��)#��<�00�#��&0��*⌫ �� &�/�� $�� 0#��#��$0��)#��0�#��&0��*⌫ ��

�*

��

343,023 343,945 232,714 230,509

458,084 425,760 340,958 314,835

177,747 177,677 138,156 151,107

�=<

�� +� �� ,-��-�� 2546 2545 2546 2545

��

198

ROBINSON




The Company's contribution to the fund for the years 2003 and 2002 amounted to approximately Baht 2.8

million and Baht 1.0 million, respectively.

COMMITMENT AND CONTINGENT LIABILITIES

As at December 31, 2003 and 2002, the Company and its subsidiaries have been committed to unused letters

of credit and were contingently liable for letters of guarantee issued by the banks to certain government agencies

of approximately Baht 74.8 million and Baht 79.9 million, respectively, for consolidated and Baht 33.9 million

and Baht 36.9 million, respectively, for the Company only. These credit facilities were guaranteed by the

Company's fixed deposits and note certificates of deposit totalling approximately Baht 65.4 million and Baht

65.3 million, respectively.

ADDITIONAL INFORMATION

The following are detail of expenses for the years ended December 31, 2003 and 2002, which are required to be

disclosed in accordance with the Accounting Standard No. 35 "Presentation of Financial Statements.

Depreciation expense

Employee expenses

Amortization expense

As of December 31, 2003 and 2002, the Company's and subsidiaries' employees numbered 2,162 and 2,646,

respectively.

RECLASSIFICATION OF ACCOUNTS

Certain accounts in 2002 financial statements have been reclassified to conform with the 2003 finanical

statements presentation.

21.

22.

23.

In Thousand Baht


2003 2002 2003 2002

343,023 343,945 232,714 230,509

458,084 425,760 340,958 314,835

177,747 177,677 138,156 151,107

199

robins : annual report 2003

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