Thai Wah Starch Annual Report 2014

CONTENT
Message from Management

3
Financial Highlights
5
Management Discussion and Analysis (MD&A)
8
Board of Directors
12
Details of Position of Directors and Executives
19
Abbreviation
20
Policy and Business Overview
21
Subsidiaries and Related companies in which
the Company has shareholding exceeding 10 percent 24
Nature of the Business
29
Risk Factors
34
General Information
37
Major Shareholders
38
Dividend Payment Policy
39
Management
40
Corporate Governance
48
Corporate Social Responsibility
62
Anti-Fraud Policy
67
Internal Control and Risk Management
68
Opinion of the Board of the Directors on the Companys
Internal Control
71
Report of the Audit Committee
72
Board of the Directors Responsibilities for the Companys
Financial Statements
74
Auditors Report and Financial Statements
76
Related Party Transactions
123
References
126
Message from Management

In 2014, the price of tapioca starch constantly decreased
in the global market due to a significant decrease in the
prices of corn starch and potato starch which are
substitute for tapioca starch. The recovery of the worlds
economy remained unsteady which directly affected the
operators in tapioca industry. However, in light of our
long experience in this industry, the Company was able
to cope well with these unpredictable factors and
continued to improve. In 2014, the Companys sales
amounted to Baht 4,074 million, an increase of 21
percent. It was the first time that the Companys sales
reached such a remarkable figure at Baht 4,000 million.
2014 was a phenomenon year for the Companys sales.
The net profit was Baht 282 million, an increase of 12
percent from the previous year.
With the aim of enhancing sustainable growth, the
Company continues to focus on expanding its customer
base in international market especially in China where
the demand for tapioca starch was growing in various
industries. In 2014, the Companys exports to China
increased by 84 percent. As a result, the sales in the
tapioca starch business for Thailand market increased
by 24 percent, even though the market price had
dropped by 8 percent. Good quality, punctual delivery
and integrity are at all times the key elements of the
Companys business, which makes the customers trust in
the Companys products. On the basis that quality control
is managed at every stage of the manufacturing and
packaging process, the Companys products have been
awarded with international standardisation recognition
in Asia. The Company commits itself to continuously improve
the business to meet the international standardisation in
order to open up new market opportunities.
In 2014, the Companys business in Vietnam posted
excellent performance, both for tapioca starch and glucose
businesses. The sales were Baht 859 million, increased
by 12 percent as compared to the previous year, which
was mainly due to an increase in the sales volume of

both tapioca starch and glucose products. The net profit
from its business in Vietnam was Baht 104 million,
increased by 35 percent, which was due to an increase
in sales, coupled with efficiently managing its manufacturing
cost and consumption of energy, which led to a decrease
in the overall costs. In 2015, the Company plans to
expand the glucose production capacity in order to
support the customers increasing demand for glucose
in food industry resulting from the economic growth and
the increase in population in Vietnam.
In order to support its policy on expanding the customer
base, improving production capacity is one of the
Companys core missions. In 2014, the expansion of the
production capacity for the tapioca starch plant in
Kalasin, Thailand was completed. The Companys future
plan in 2015 is to expand its manufacturing plants in
Udon Thani and Nakhon Ratchasima, Thailand, which is
part of its long-term project for production expansion in
both local and ASEAN region. In the meantime the
Company is still looking for opportunities to invest in
other products related to tapioca starch in order to add
value to its existing products and to strengthen its
business at all time.
In addition to focusing on business development, the
Company also recognises the importance of operating
business with awareness of environmental conservation
and social responsibility. The installation of the biogas
system at the Companys plant in Nakhon Ratchasima
was completed in November 2014. The biogas system
at the Companys plants in Udon Thani and Kalasin
received an excellence award for alternative energy
granted by the Ministry of Energy in 2014. The Company
also organises training and farming demonstration
course for tapioca farmers to join in order to improve
their skills and technique, which could consequently
bring about better earnings. The Company also supports
THAI WAH STARCH PUBLIC COMPANY LIMITED
the improvement in the quality of life in various aspects

for nearby communities such as education, sports and
public health for the strength and sustainability of those
communities.
Looking forward to 2015, the Company predicts that
many factors may directly affect its business. For
example, there may be no increase in the selling price
of tapioca starch on the basis that the global market
price tends to remain sluggish. The costs of raw materials
may increase due to the government policy that attempts
to maintain the price stability in favour of tapioca
farmers, combined with growing demand for fresh
tapioca roots in other related industries. Drought may
also have an impact on the volume of the products.
However, there remain some positive factors such as
the tendency for the Thai Baht to weaken, which will
enhance the Companys price competitiveness in the
worlds market. Management are confident that the
Company will be able to deal with such situations well,
considering its readiness and long-term experience
in this industry. The Companys strength in export
business is a supplement as the Company sees great
Ms. Pinyada Viriya

Chairman of the Board
Annual Report 2014
opportunity in the foreign markets, in particular, China.

China is a large market with buoyant demand for
tapioca starch in the segment of food industry. The
Company aims to continuously open new markets and
maintain the existing customer base in an attempt to
boost the rapid growth of the business.
The Board of Directors of the Company has resolved to
propose the payment of dividends for the year 2014 at
the rate of Baht 2 per share, representing a dividend
pay-out rate of 65 percent against the net income. The
dividend payment requires approval from the Annual
General Meeting of the shareholders to be held on April
27, 2015.
On behalf of the Board of Directors of the Company, we
would like to thank all stakeholders and business
partners for their support and confidence in us, as well
as all the employees for their devotion in performing
their duties, resulting in the Companys constant success.
We commit ourselves to improving our capacity in all
aspects and doing business based on the principle of
corporate governance to ensure the sustainable growth.
Mr. Umnad Sukprasongphol

Joint Managing Director
Financial Highlights
Information from Consolidated Financial Statement
(Unit : Million Baht)
2014
2013
2012
Total current assets

Total non-current assets
Total assets
Total current liabilities
Total non-current liabilities
Total liabilities
Total shareholders equity
1,594
1,188
2,782
236
109
345
2,437
1,580
1,044
2,624
222
82
304
2,320
1,455
967
2,422
180
73
253
2,169
Sales
Dividend income
Gain on debt restructuring
Share of gain from investment in associated companies
Total revenues
Reversal of an impairment loss for investment property
Cost of sales
Total expenses
Operating profit
EBITDA
Earnings before finance cost and income tax expense
Finance cost
Income tax expense
Net profit for the year
Net profit attributable to non-controlling interest
Net profit attributable to equity holders of the Company
4,074
5
4,154
3,396
3,793
356
409
361
3
76
282
38
244
3,362
4
3,451
2,784
3,124
323
361
327
2
74
251
32
219
3,582
3
16
11
3,683
19
2,916
3,310
338
417
392
83
309
33
276
Other information
Earnings Per Share (Baht)
Dividend Per Share (Baht)
Book Value Per Share (Baht)
3.10
*2.00
31.02
2.79
2.00
29.54
3.52
1.00
27.62
Remark : * At the time of prining this report, a Baht 2 per share final dividend had been proposed by the Board of Directors but had not
been approved by the Annual General Meeting
Financial Ratios
2014
2013
Profitability ratio
Gross profit margin (%)
Operating profit ratio (%)
Other income ratio (%)
Cash to operating profit ratio (%)
Return on total revenue (%)
Return on total equity (%)
17
9
0.13
82
7
12
17
10
0.12
49
7
11
19
9
1.47
88
8
15
Efficiency ratio
Return on total assets (%)
Return on fixed assets ratio (%)
Assets turnover ratio (times)
10
52
1.54
10
54
1.37
13
85
1.56
Liquidity ratio
Liquidity ratio (times)
Quick liquidity ratio (times)
Cash flow liquidity ratio (times)
Average collection period (day)
Average sale period (day)
Average payment period (day)
Cash cycle (day)
7
5
1.28
34
35
3
65
7
5
0.79
35
39
4
71
8
6
1.23
36
31
4
63
Financial policy ratio

Debts to equity ratio (times)
Interest coverage ratio (times)
Repayment ability ratio (cash basis) (times)
Dividend payment ratio (%)
0.14
129
0.79
65
0.13
154
0.60
72
0.12
868
1.12
28
Annual Report 2014
2012
Sales Revenue
5,000
4,000
19%
4,074
3,582
3,000
676
2,000
2,906
23%
765
2,597
77%
81%
1,000
3,362
21%
859
3,215
Sales of the company in
Vietnam
79%
Sales of the company in

Thailand
2012
2013
2014
Sales Portion of the Companies in Thailand

Total
Total
2,906
Million Baht
Total
2,597
Million Baht
26%
22%
Domestic sales
3,215
Million Baht
Export sales
20%
74%
78%
2012
80%
2013
2014
Statements of Financial Position

3,000
2012
2013
2014
53
293
35
269
2,500
253
1,409 2,169 1,531 2,320 1,544 2,436
Property, Plant and

equipment
Liabilities and equity
1,000
500
Working capital
Other asset
2,000
1,500
Asset
537
476
Asset
Liabilities
and equity
521
537
Loan and accrued interest
572
701
Account payables and

other liabilities
Total equity
Asset
Liabilities
and equity
Asset
Liabilities
and equity
Management Discussion and Analysis (MD&A)

Overview of operations
2014 was another year of the Companys remarkable
achievement. Our sales amounted to Baht 4,074 million,
increasing by 21% compared to the previous year. That
was due to our successful business expansion in China,
which is a major importer of Thailands tapioca starch.
In 2014, the growth rate of our sales volume in China
was 84%. However, we faced a drop of 8% in the
export price of tapioca starch, resulting from the
decrease in the worlds market price of maize starch
and potato starch, which are substitute for tapioca
starch. The depreciation of the Baht in 2014 constituted
a positive factor that softened the impact of the price
drop. Another positive factor was a decrease of 3% in
the prices of raw materials, which was due to a larger
influx of fresh tapioca roots in the market than the
previous year. In the absence of the governments price
intervention policy, the price of fresh tapioca roots
varied according to market mechanism.
One of the Companys core policies is to recognise the
importance of production efficiency and product quality.
Regular improvements of production efficiency ensure
the constant quality of products, increase the quantity of
products and assure the continuity of production
capacity during the manufacturing season. In 2014, the
Companys operations were not affected by drought
and, therefore, our manufacturing procedure could
uninterruptedly operate. Our efficient management and
use of manufacturing resources resulted in a decrease
in the overall costs of manufacturing.
The Companys net income was Baht 282 million,
increasing by 12% compared to the previous year. An
operating profit amounted to Baht 356 million. In spite of
the price drop in the worlds market for tapioca starch,
we were able to maintain a gross profit margin at the
same level as the last year, i.e. 17%.
8
Annual Report 2014
A summary of performance of our companies in Thailand

and Vietnam can be illustrated below:
Unit : Million Baht
Sales
Operating Profit
21%
859
3,215
136
62%
38%
220
79%
Total : 4,074 million Baht
Thailand
Total : 356 million Baht

Vietnam
Operating results in Thailand

The Companys sales revenue was Baht 3,215 million,
an increase of 24% compared to the previous year. That
was due to our expansion of export market, especially in
China in which the consumers potential remained strong.
Chinas imports of tapioca starch in 2014 increased from
2013 by 25%. The selling price of exported tapioca starch
dropped by 8% compared to the previous year. However,
the weakening of the Baht in 2014 partially compensated
such a decrease. Excellent production efficiency and the
decrease in the costs of raw materials enabled the
Company to maintain an operating profit of Baht 220
million, which was close to the previous years amount.
Operating results in Vietnam

Tay Ninh Tapioca Joint Stock Company had sales
revenue of Baht 859 million, an increase of 12%
compared to the previous year. This was due to an 18%
increase in the sales volume of glucose and tapioca
starch products, although the selling price of glucose
and tapioca starch dropped by 6% and 11%, respectively.
However, since price competition is intensified, the
selling price of glucose decrease according to the
market. An operating profit of our company in Vietnam
was Baht 136 million, an increase of Baht 32 million

or 31% compared to the previous year. That was mainly
due to an increase in the sales volume, coupled with
the use of biogas that led to a decrease in the costs of
manufacturing. Consequently, our Company had an
increase in the gross profit margin.
Inventory
Financial position of the Company
Capital expenditure
Assets
As at 31 December 2014, the Company had total assets

of Baht 2,782 million, which consisted of the following
key components: cash and cash equivalent of Baht 745
million (accounting for 27%), trade accounts receivable
and other receivable of Baht 410 million (accounting for
15%), inventory of Baht 391 million (accounting for
14%), and property, plant, equipment and investment
property of Baht 882 million (accounting for 32%).
Total assets increased from the previous year by Baht
158 million or 6%, which was mainly due to a Baht 129
million increase in capital expenditure relating to the
capacity expansion and investing in biogas system.
Cash and cash equivalent

The Companys balance of cash and cash
equivalents as at 31 December 2014 was Baht 745
million, which consisted of cash held by Thai Wah
Starch Public Company Limited and its subsidiaries.
The starch business requires an adequate amount of
cash to be used as working capital during the
manufacturing season
Trade accounts receivable and other receivable

Most trade accounts receivable were settled
according to the normal credit term. The average
debt collection period was 34 days, which were
close to the previous year. The Company recorded
the allowance for doubtful accounts which might be
occurred for some customers in accordance to the
financial reporting standard.
Finished products and raw material accounted for

83% of the inventory. The turnover period of inventory
was approximately 35 days. As at 31 December 2014,
the Company recorded an allowance for stock
obsolescence of Baht 9.5 million in accordance to
the financial reporting standard.
Property, plant and equipment was Baht 701 million,
increased from the previous year by Baht 129 million
or 23%. The increase was mainly due to the
investing in capacity expansion at the Companys
factory in Kalasin, which was completed in 2014.
There were also the investing in biogas system at
the factory in Nakorn Ratchasima, which was under
the test-run stage. The capital expenditure was
supported by the Companys cash balance.
Source of funds
As at 31 December 2014, the Companys debt to equity

ratio was 0.14 times, which was close to the previous
year. The interest coverage ratio was 129 times indicated
that the Companys cash flow from operating activities
was greater than the interest payments. Liabilities
relating to the Companys ordinary business formed a
major part of total liabilities. They consisted of the
following: trade accounts payable and other accounts
payable accounting for 47%, provisions for employees
benefits according to Accounting Standard No.19
accounting for 17%, and loans granted to the
subsidiaries from financial institutions accounting for
15%. Total liabilities increased by Baht 42 million from
the previous year, which was mainly due to an increase
in loans granted to the subsidiaries in Vietnam to invest
in the capacity expansion and biomass system. The
shareholders equity was Baht 2,436 million, an increase
of Baht 116 million from the previous year, which was
mainly due to an increase in net income in 2014, offset
with dividends paid by the Company and its subsidiaries.
Liquidity
Cash flow
Key factors in the Companys operating

results or financial position in the future
The Companys cash flow received from operating

activities was Baht 294 million, in which the operating
profit was Baht 356 million. The difference of Baht 62
million resulted largely from the increase in accounts
receivable and corporate tax payment. The net cash
flow used in investing activities of Baht 147 million
constituted cash payments to acquire assets for the
capacity expansion and the biogas systems. The net
cash flow used in financing activities was Baht 168
million, which was mainly due to the dividends paid by
the Company and its subsidiaries, net of the receipt and
repayment of loans by its subsidiaries during the period.
The Company had cash balance of Baht 745 million as
at 31 December 2014 for use to support its operations
in the following year
A recent survey was conducted by four associations

(i.e. the Thai Tapioca Trade Association, the Thai
Tapioca Products Association, the North Eastern Tapioca
Trade Association and the Thai Tapioca Starch
Association) in collaboration with the Office of Agricultural
Economics, the Department of Agricultural Extension, an
affiliate of the Ministry of Agriculture and Co-operatives.
The survey forecasted an influx of 31.2 million tons of
fresh tapioca roots in the 2014/2015 manufacturing
season, which increased by 3.35% from the 2013/2014
season. However, there is a high possibility that the
crop production in 2015 may be affected by drought,
which threatened to happen from late 2014. Climate
change and an outbreak of pests constitute additional
factors that require close monitoring and analysis.
Key liquidity ratio
The price of tapioca starch in the export market is

expected to remain modest because the worlds market
tends to stay sluggish. However, the Bahts tendency to
depreciate will enhance our price competitiveness in the
global market.
The liquidity ratio and the quick ratio as at 31 December

2014 were 7 times and 5 times, respectively, which was
as same as the previous year. These figures indicated
that the Company has maintained high liquidity and a
stable financial position.
Commitments and contingent liabilities

The Company had commitments and contingent
liabilities of Baht 148 million. The additional details were
referred to the Notes to Financial Statement no. 29 of
the 2014 financial report.
10 A n n u a l R e p o r t 2 0 1 4
Fluctuations in the foreign exchange rate continue to be

a risk factor in the Companys business on the basis that
the proceeds of exports in US dollars are the main
source of our revenue. To hedge against the foreign
exchange rate risk, the Company exercised its discretion
to execute the hedging contracts as appropriate.
Board of Directors
As at 31 December 2014
Ms. Pinyada Viriya*

Chairman
41 Years
Mr. Umnad Sukprasongphol*

Director
Date of first appointment : August 9, 2007
Date of first appointment : April 26, 2012
Highest Educational Background/

Director Cetificate Program

Master of Accouting, Chulalongkorn University

Certified Public Accountant of Thailand
Anti-Corruption for Executive Program (ACEP 10/2014),
Thai Institute of Directors Association (IOD)
New Role of the Chairman under Globalization - 2012,
Director Accreditation Program (DAP) - Class 70/2008,
Percentage of Shareholding in the Company
0.14% (108,700 Shares)
Family Relation between Management
No relation
Working Experiences for the Past 5 years

In Listed Companies
Present
Chairman
Joint Managing Director (Corporate & Finance)
Nomination and Remuneration Committee Member
Thai Wah Starch Public Company Limited
2003-2011
Financial Controller
Thai Wah Food Products Public Company Limited
In Non-Listed Companies
Present
Director
Subsidiaries and associated companies of
12 A n n u a l R e p o r t 2 0 1 4
51 Years
Master of Business Administration,

Central State University
(Current name is University of Central Oklahoma)
Director Certification Program (DCP) - Class 15/2011,
0.11% (87,600 Shares)
No relation

In Listed Companies
Present
Director
Joint Managing Director (Business Operation)
Present
Director
Secretary General - Board of Executive Comittee
The Thai Tapioca Trade Association (TTTA)
Ms. Tawiratt Narasuj

Independent Director
39 Years
Mr. Somchai Towiwat



Bachelor of Accounting, Chulalongkorn University

Director Accreditation Program (DAP) - Class 70/2008,
None
No relation

In Listed Companies
Present
Audit Committee Chairman
Accounting Manager
Thaicom Public Company Limited
2009-2011
Accounting and Finance Manager
Fujitsu Systems Business (Thailand) Limited
2007-2009
Accounting and Finance Manager
True Fitness Company Limited
59 Years

Thammasat University
None
No relation

In Listed Companies
Present
Audit Commitee Member
Nomination and Remuneration Committee Chairman
1989-Present
Managing Director
Artivat Company Limited
13
Mr. Teerawut Charoensuk

46 Years
Ms. Sirivan Skulkerevathana*

Director
Date of first appointment : June 18, 2007



Chulalongkorn University
Internal Control over Financial Reporting,
The Stock Exchange of Thailand
None
No relation
58 Years

Indiana University, USA
Director Accrediation Program (DAP) - Class 80/2009,
None
No relation
In Listed Companies
Present
Audit Committee Member
Present
Director of Engineering Division
Industrial Estate Authority of Thailand
2008-2014
Enginer 8
Industrial Estate Authority of Thailand
In Listed Companies
Present
Director
Senior Assistant Vice President - Finance
Director
2008-2012
Company Secretary
Laguna Resorts & Hotels Public Company Limited
Present
Director
Platinum Enterprise Limited
Director
Tay Ninh Tapioca Joint Stock Company
2009-2014
Director
Tapioca Starch Limited
2001-2012
Director
Certain related companies of
14
Annual Report 2014
Mr. Ariel P Vera*

Director
62 Years
Mr. Thawan Petchlawlian*

Director



National University of Singapore
Bachelor of Science in Business Administration,
University of the East, Philippines
Certified Public Accountant of Philippines
0.19% (150,000 Shares)
36 Years
Bachelor of Accounting, Kasetsart University

Risk Management Committee (RM) - Class 3/2014,
Role of the Nomination and Governance Committee
(NGC) - Class 1/2011,
Director Accrediation Program (DAP) - Class 70/2008,
No relation

In Listed Companies
Present
Non Executive Director
1997-2013
Director
Present
Non-Independent and Non-Executive Director
Banyan Tree Holdings Limited
Director
ICD (HK) Limited
1994-2014
Director
1995-2014
Chairman/Director
0.00% (100 Shares)
No relation

In Listed Companies
Present
Director
Financial Controller
2009-2012
Joint Managing Director (Corporate and Finance)
Universal Starch Public Company Limited**
2007-2009
Senior Accounting Manager
2007-2012
Director
Subsidiaries and Associated Companies of
15
Ms. Manee Lueprasert*

Director
49 Years


Thammasat University
Anti-Corruption : The Practical Guide (ACPG 11/2014),
Corporate Secretary Development Program,
Thai Listed Companies Association
Fundamental Practice for Corporate Secretary (FPCS 18),
Thai Listed Companies Association and Thai Company
Secretary Club
0.10% (78,100 Shares)
No relation

In Listed Companies
Present
Director
Senior Finance Manager
Company Secretary
Present
Director
16 A n n u a l R e p o r t 2 0 1 4
Management and Company Secretary as at 31 December 2014

1 Ms. Pinyada Viriya
Joint Managing Director (Corporate & Finance)
2 Mr. Umnad Sukprasongphol
Joint Managing Director (Business Operation)
Profile as showm in the section of

Board of Directors as at 31 December 2014
3 Ms. Sirivan Skulkerevathana
4 Ms. Manee Lueprasert
Senior Finance Manager and Company Secretary
5 Mr. Chalermkeit Chalermpronkit

Senior Operation Manager
46 Years
6 Chainarong Chimchan
Senior IT Manager
Date of first appointment : May 2, 2013


Bachelor Degree in Business Administration,

Sukhothai Thammathirat Open University
0.01% (10,000 Shares)
No relation
50 Years
Bachelor Degree in Computer,

Chandrakasem Rajabhat University
0.10% (79,800 Shares)
No relation
In Listed Companies
Present
Senior Operation Manager
1997-2013
General Director/Sales & Marketing Manager
Tay Ninh Tapioca Company Limited***
In Listed Companies
Present
Senior IT Manager
1997-2013
Senior Manager - Technical support
None
17
7 Ms. Dhitirat Makepoowadol

Senior Account Manager
45 Years
Date of first appointment : January 4. 2010

Master of Accounting, Chulalongkorn University

Executive Financial Management,
The Faculty of Economics - Chulalongkorn University
CFO Certificate Program 15,
Federation of Accounting Professions under the Royal
Patronage of His Majesty The King
None
No relation

In Listed Companies
Present
Senior Accounting Manager
2010-2013
Accounting Manager
Present
Chairperson of Supervisory Board
Remark :
* Authorized directors of the Company according to the Affidavit
** Current name is Thai Wah Starch Public Company Limited
*** Renamed to Tay Ninh Tapioca Joint Stock Company
18 A n n u a l R e p o r t 2 0 1 4
19
ID
NRCC
//
CSB
=
=
=
=
Chairman
Audit Committee Member
Director
None
Remark :
X
=
AC
=
/
=
=
/
/
/
-
/
/
/
-
/
/
/
-
/
/
/
-
DI
/
/
/
-
/
/
/
-
/
/
/
ACC
NRC
E
SBM
/
/
/
=
=
=
=
/
/
/
/
-
/
X
/
/
CSB
/
/
/
/
/
/
SBM
SBM
/
/
/
-
/
/
/
-
/
/
/
-
/
/
/
-
/
/
/
-
/
/
/
-
/
/
/
-
/
/
/
/
Executive according to the definition of the Securities Exchange Commission
Supervisory Board Member
/
/
/
/
-
Associated
Subsidiarie
MCL MHSL PNR TMS TN TN1 TNT TOC TS1989 TTL TW6 TWAS TWRF TWRL MJ
Nomination and Remuneration Committee Chairman
Chairperson of Supervisory Board
/
/
/
-
ADP BPT BT5 BT6 CSL

/
/
/
-
TWS
Ms. Pinyada Viriya

X, //, NRC
/, //
Mr. Thawan Petchlawlian
/
Mr. Ariel P Vera
/
Ms. Sirivan Skulkerevathana
/, E
ID, ACC
ID, AC, NRC
Mr. Somchai Towiwat
ID, AC, NRCC
Ms. Manee Lueprasert
/, E
Ms. Dhitirat Makepoowadol
E
Mr. Chainarong Chimchan
E
Mr. Chalermkeit Chalermpronkit
E
Mr. Nam Chitdeechai
Ms. Orawan Charoenpatchayakul
Mr. Sretsei Saittagaroon
Mr. Surapon Supratya
Mr. Tinnakorn Varajuntano
Mr. Tran Hai Son
Mr. Vo Dong Giang
Mr. Nguyen Thanh Doi
Mr. Nguyen Xuan Ky
Ms. Nguyen Thi Phuc
-
Name List
Details of Position of Directors and Executives As at December 31, 2014
Abbreviation
Abbreviation
Full Name
ADP
BPT
BT5
BT6
CSL
DI
MCL
MHSL
MJ
PNR
TMS
TN
TN1
TNT
TOC
TRL
TS1989
TTL
TW6
TWAS
TWRF
TWRL
TWS
Architrave Design & Planning Company Limited

Bangpakong Turakij Company Limited
Bang Thao (5) Company Limited
Chiang Saen Land Company Limited
DI Company Limited
Mae Chan Land Company Limited
Mae Hong Son Land Development Limited
Mae Joe Land Company Limited
Phang Nga Resorts Limited
Thai Modified Starch Company Limited
Thai Nam Tapioca Company Limited
Thai Nam Tapioca (1) Company Limited
Thai Ongkarak Company Limited
Tropical Resorts Limited
Thai Sin Tapioca (1989) Company Limited
Tha Thungna Land Company Limited
Thai Wah (6) Company Limited
Thai Wah Alpha Starch Company Limited
Thai Wah Rice Flour Company Limited
Thai Wah Realty Limited
20 A n n u a l R e p o r t 2 0 1 4
Policy and Business Overview

Background
Thai Wah Starch Public Company Limited (originally

known as Thai Wah Co., Ltd.) (the Company) was
incorporated in Thailand on February 26, 1947 to
initially export minerals to the US and Europe prior to
expanding into an agribusiness. In 1952, the Company
started producing and exporting tapioca starch by
setting up the first tapioca starch factory with the most
sophisticated machines and production process in
Chonburi Province. As the production kept expanding,
the firm finally opened several large and highly sophisticated
factories producing tapioca starch in the northeastern
region of Thailand. Its Rose Brand tapioca starch is
widely known as a quality product and highly recognized
by international customers. The Company was also the
first to start producing alpha starch in Thailand. At present,
the factory, which is located at Nakhon Ratchasima
Province, is operated by Thai Wah Alpha Starch Company
Limited and produces alpha starch which is widely used
in the industries of aquatic animal feeds, mosquito
repellent, incense and packaging.
On December 16, 1985 the Company was approved for
listing in the Stock Exchange of Thailand (SET).
Subsequently, in early 1993, the Company expanded
the business by investing in the ordinary shares of
(LRH) and Thai Wah Food Products Public Company
Limited (TWFP) for a total of 17. 7 per cent and 42.1
per cent, respectively. However, in 2011, the Company
transferred its ordinary shares in LRH and TWFP as a
means of debt repayments to the creditors. As a result
of those share transfers, the Companys shareholding in
LRH and TWFP was reduced to 2.1 per cent and 5.0
per cent of the total paid-up capital of each company,
respectively
In 1994, the Company started expanding its production
base to Vietnam by collaborating with a Vietnamese
state-owned enterprise to set up Tay Ninh Tapioca Joint
Stock Company (TNT), a joint venture company in
which it holds 70 per cent stake to produce tapioca
starch for domestic and export sales. In October 2000,

TNT JSC officially unveiled its glucose factory to
produce glucose, a product derived from tapioca starch,
thanks largely to demands from Vietnams booming
economy.
In October 2007, the Companys Extraordinary General
Meeting of Shareholders resolved to change the Companys
name to Universal Starch Public Company Limited to
reflect its main business of producing and distributing
tapioca starch to customers worldwide. However, due to
its long-established reputation over more than 60 years
for producing a variety of quality tapioca products,
traditionally under the name Thai Wah especially in
relation to tapioca starch which is its main product,
although the name was changed to Universal Starch
Public Company Limited, customers were still looking
for tapioca starch under the name Thai Wah.
Therefore, the Company decided to change its name
once again to Thai Wah Starch Public Company
Limited pursuant to the resolution approved at the 2013
Annual General Meeting of Shareholders. The new
name effectively reflects the Companys high-quality
tapioca starch products.
Leader in Quality Products

Vision
To be the leader in manufacturing and exporting of

good quality tapioca starch in the ASEAN region
Mission
To produce good quality products and to deliver in a

timely manner in order to meet our customers
expectations
Thai Wah Starch Public Company Limited is a leader in
the production and export of quality tapioca starch in
Asean. The business extends to cover production and
export of tapioca-based products; namely, sago (or
tapioca pearls) and Alpha starch. The products distributed
under the Rose Brand trademark have been widely
recognized by domestic and overseas customers especially
in relation to its quality and on-time delivery. The Board
21
of Directors will review and approve the Companys

vision and mission at least once every 5 years.
Significant Events
Following an official notification of the Baht float policy

on 2 July 1997, the Company was adversely affected in
the same manner as other companies in Thailand which
caused the Companys USD loans, for working capital
and investments in its real property business purposes,
to increase after currency conversion (i.e. the original
amount of Baht 2,908 million increased to Baht 4,795
million). Considering the condition of its normal business
operations at such time, the Company could not generate
sufficient profits to pay the substantial increase in its
debts, making it necessary to file a petition for business
rehabilitation with the Central Bankruptcy Court. On 21
August 2000, the Central Bankruptcy Court issued an
order allowing the Company to enter the rehabilitation
proceedings and approved the Companys rehabilitation
plan on 14 February 2001. Subsequently, at the same
year, the Stock Exchange of Thailand (SET) declared that
the Company had become subject to the criteria for
possible delisting because its shareholders equity was
negative, and prohibited the trading of the Companys
shares until the date of its release from the delisting
criteria as well as classified its securities in the NonPerforming Group. In 2007, the Central Bankruptcy Court
ordered the termination of the Companys business
rehabilitation process because the time limit for
implementing the Plan had expired, but the business
rehabilitation had not yet been completed pursuant to
the Plan. However, the Company had still conducted its
core business which continuously generated an increase
in its operating revenues. Apart from this, the Company
was able to negotiate debt restructurings with most of
the creditors of the Company and fully settle its debts to
the creditors in May 2012. As a result of fully debt
settlement, the Company has no outstanding restructured
debts and is free of all legal disputes among itself and
its creditors at the moment.
Shareholding Structure of the Group
The Companys core business is to manufacture tapioca

products for local and international distribution, which is
22 A n n u a l R e p o r t 2 0 1 4
managed by the Company itself and its subsidiaries.

The Company also invests in ordinary shares of various
companies which conduct business other than the
tapioca product business in order to diversify the
Companys business risks. Additionally, the Company
invests in real property. A number of quality land plots
are held by the Company and its subsidiaries.
The Companys business can be divided into three
segments as follows:
1. Agribusiness
The Company has conducted its core business of
manufacturing tapioca products for local and
international distribution for more than 50 years. This
business is managed by the Company itself and its
subsidiaries, namely Thai Nam Tapioca Company
Limited, D I Company Limited, Thai Wah Alpha Starch
Company Limited, and Tay Ninh Tapioca Joint Stock
Company. The agricultural products produced by the
Company includeed tapioca starch, alpha starch and
sago (tapioca pearls).
2. Investment in ordinary shares
The Company has invested in the ordinary shares of
Laguna Resorts & Hotels Public Company Limited,
Thai Wah Food Products Public Company Limited,
and Tropical Resort Limited and is currently holding
2.1%, 5.0%, and 19.8% of the total paid-up capital of
each company, respectively. The purpose of investing
in these non-agribusiness companies is to diversify
the Companys business risks. By investing in such
ordinary shares, the Company expects to derive
returns in the form of dividend.
3. Investment in real property
The Company and its subsidiaries have invested in
real property by possessing many pieces of land with
great investment prospects in almost all regions of
Thailand, i.e. in the north, upper part of the northeast,
middle part, east, and west. Land investment represents
less risks than investment in other assets because
land in itself is unlikely to depreciate. The Company
expects to derive returns from a higher selling price
which is expected to increase in the future according
to the improvement in Thailands economy. Currently,
the Company has no development plans on such property.

Shareholding Structure as at December 31, 2014
TWS
Investment
in real property
Agribusiness
99.99%
TWAS
83.33% TWRF*
93.93%
69.99%
99.99%
99.99%
BPT
CSL
99.99%
99.99%
BT6
TWRL
99.93%
99.88%
PNR
ADP*
DI
0.01% 99.99%
MCL
99.99%
TW6
94.62%
TMS*
TTL
99.98%
TOC
84.97%
MHSL
99.93%
BT5
69.95%
TN1
49.99%
MJ*
19.80%
TRL
5.02%
TWFP
2.09%
LRH
TNT
99.99%
70.00%
Investment
in ordinary shares
TN
99.99% TS1989
Remarks : * = Dormant
23
Subsidiaries and Related companies in which the Company has shareholding exceeding
10 percent
COMPANY
22nd Floor, Man Hing Commercial Building,
79-83 Queens Road Central, Hong Kong
Tel. (65) 6849 5888
Fax. (65) 6849 5713
TYPE OF
BUSINESS
REGISTERED
CAPITAL
(BAHT)
PAR
VALUE
(BAHT/
SHARE)
PAID-UP
CAPITAL
(BAHT)
Resort
USD 21,000,000 USD 1 USD 21,000,000
investment and
development
SHAREHOLDING
PROPORTION
(DIRECT&
INDIRECT) (%)
19.80
D I Company Limited
Manufacture of
st
tapioca starch
21 Floor Thai Wah Tower 1
21/63-64 South Sathorn Road, Tungmahamek,
Sathorn, Bangkok 10120 Thailand
Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
10,000,000
1,000
10,000,000
99.93

Manufacture of
st
tapioca starch
Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
86,600,000
100
86,600,000
70.00
Manufacture of
Thai Wah Alpha Staech Company Limited
st
alpha starch
Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 02711
18,000,000
100
18,000,000
99.99

21st Floor Thai Wah Tower 1
Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
30,000,000
100
30,000,000
83.33
USD 4,900,000
69.99

Tan Binh Hamlet, Hoa Thanh District,
Tay Ninh Province, Vietnam
24
Annual Report 2014
Dormant
Manufacture of USD 4,900,000

of tapioca starch,
glucose and
candy
COMPANY
TYPE OF
BUSINESS
REGISTERED
CAPITAL
(BAHT)
PAR
VALUE
(BAHT/
SHARE)
PAID-UP
CAPITAL
(BAHT)
SHAREHOLDING
PROPORTION
(DIRECT&
INDIRECT) (%)

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Dormant
40,000,000
1,000
10,000,000
94.62
Bang Tao (5) Company Limited

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
1,000,000
100
250,000
99.93
Bang Tao (6) Company Limited

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
21,500,000
100
21,500,000
99.99

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
1,000,000
100
1,000,000
69.95

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
75,000,000
100
75,000,000
99.99

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
5,000,000
100
5,000,000
99.99
25
COMPANY
TYPE OF
BUSINESS
REGISTERED
CAPITAL
(BAHT)
PAR
VALUE
(BAHT/
SHARE)
PAID-UP
CAPITAL
(BAHT)
SHAREHOLDING
PROPORTION
(DIRECT&
INDIRECT) (%)

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
15,000,000
100
15,000,000
99.99

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
2,000,000
100
2,000,000
84.97

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
29,000,000
100
29,000,000
99.99

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
3,000,000
100
3,000,000
49.99

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
4,000,000
100
4,000,000
99.98
Tha Thungna Land Comoany Limited

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
15,000,000
100
15,000,000
99.99
26 A n n u a l R e p o r t 2 0 1 4
COMPANY
TYPE OF
BUSINESS
REGISTERED
CAPITAL
(BAHT)
PAR
VALUE
(BAHT/
SHARE)
PAID-UP
CAPITAL
(BAHT)
SHAREHOLDING
PROPORTION
(DIRECT&
INDIRECT) (%)
Architrave Design & Planning Company

Limited
Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Dormant
500,000
100
500,000
99.88

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
1,000,000
100
1,000,000
99.93

Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
Landholding
91,000,000
100
91,000,000
99.99

Property
st
development
Tel. 66 (0) 2285 0040
Fax. 66 (0) 2285 0271
100,000,000
1,000
100,000,000
99.99
27
Nature of the Business

Revenue Structure
The Companys revenue structure of the sale and services to the third party are described as follows:(Unit: Million Baht)
2014
2013
2012
Revenue
Revenue
Revenue
Million Baht % Million Baht % Million Baht %
Products/Services
Agricultural business
Tapioca Starch
- Thai
- Vietnam
Pearl - Thai
Glucose - Vietnam
Investment in securities
Dividend
Share of gain from investments in associates
Investment properties
Rental income
Other income
Gain on exchange
Gain on debt restructuring
Other income
Total
79%
6%
13%
2%
77%
2014
Tapioca Starch
6%
14%
2013
Pearl
Glucose
3,301
2,982
319
233
540
79
72
7
6
13
2,659
2,371
288
225
478
77
69
8
6
14
3,006
2,720
286
186
390
82
74
8
5
10
5
-
4
-
3
11
15
1
51
1
4,154 100
20
58
3,451
1
2
100
16
65
3,683
1
2
100
3%
82%
5%
10%
3%
2012
Other income apart from agricultural
29
Nature of the business

1. Agricultural Products
Thai Wah Starch Public Company Limited (the Company)
and its subsidiaries has operated in agricultural products
business for over half a century and the Company
possesses expertise and experience as a true market
leader, maintaining its status as a major producer and
exporter of tapioca starch products in Thailand.
Products across its network are classified as follows:
Tapioca starch
Tapioca starch is a product derived from cassava
roots. Apart from its direct consumption, tapioca
starch has many other uses in the food industry
such as seasoning powder (MSG) and sweetener
products, as well as uses in other industries
including paper and textile.
The Company have 4 factories for manufacturing
tapioca starch scattered among various regions
in Thailand, all having ISO 9001:2008 certification
for quality management systems, as well as GMP
(Good Manufacturing Practice), HACCP (Hazard
Analysis and Critical Control Points), HALAL and
KOSHER certifications.
In addition to its local manufacturing, the Company
also jointly invested with a state enterprise in the
Socialist Republic of Vietnam to manufacture
tapioca starch for local and international export.
This joint venture is called Tay Ninh Tapioca
Joint Stock Company (TNT) located in Tay Ninh,
Socialist Republic of Vietnam.
Alpha Starch
Alpha Starch is a type of modified tapioca starch
using physical modification process which is
widely used in the aquatic animal feed, mosquito
repellent and metal casting industries. Thai Wah
Alpha Starch Company Limited (TWAS), a subsidiary
of the Company manufactures and distributes
alpha starch products, with the main markets
being Japan and Taiwan. Currently, TWAS has
30 A n n u a l R e p o r t 2 0 1 4
placed much importance on improvement and

development of its product quality and researching
methods for manufacturing new products to
satisfy with the market needs. Furthermore,
TWAS also has the capability to manufacture
alpha starch according to the chemical formula
requirements specific to each industry with
recognized standards. This will enable increased
exports, both in terms of volume and value.
Sago
Sago is another food product derived from tapioca
starch, which is widely popular among consumers
both locally and in other Asian countries such as
China and Taiwan because it can be used in cooking
both savory dishes as well as desserts, thus providing
sago consumption a continually upward trend.
Currently, the Company has further developed sago
products in order to provide more variety, producing
Roselle sago as well as Pandanus sago into the
market and allowing consumers the opportunity
to select from products that are different and
new. Furthermore, new recipes were developed
for both savory and dessert dishes in order to
recommend consumers to use sago with more
variety, convenience and speed. Examples of
new recipes include boiled sago pork dumplings
instead of traditional method of steaming, tapioca
pearls mixed with coriander roots, garlic and
pepper, the jade pearls and the sea pearls, all of
which are savory dishes that use large sago
pearls for preparation.
Separately, the Company has further developed
sago products in another variation known as Tiny
Pearls that are easily cooked simply by immersing
in hot water for approximately 5 minutes. These
are suitable for using as ingredients in breakfast
dishes or mixing with sausage products to add
texture.
The Companys factory for manufacturing

sago products has been awarded ISO 9001
certification for quality management systems,
GMP (Good Manufacturing Practice), HACCP
(Hazard Analysis Critical Control Points), and
HALAL certification, which can assure customers
of the Companys product quality.
Glucose Syrup
Glucose syrup is a type of product made from
hydrolysis of starch with the characteristic of
vicious sticky, slightly sweet and colorless. It is
used as an ingredient in many food products
such as candy, toffees, jam, juice powder, ice
cream, creamer and other beverages, which
are manufactured by TNT, a subsidiary of the
Company located in Tay Ninh, Socialist Republic
of Vietnam. TNTs glucose product are widely
recognized and trusted by consumers for its
quality and product standard. Furthermore the
factory has been awarded ISO 9001 for quality
management systems, HACCP (Hazard Analysis
Critical Control Points), HALAL certification and
FSSC 22000 (Food Safety System Certification
22000) which is for certification of food safety
systems during the manufacturing process.
Tapioca Chips and Tapioca Pellets
Tapioca chips and tapioca Pellets are another
variety of products derived from tapioca starch
which serves as ingredients in animal feed as
well as raw materials in the manufacturing of
alcohol and citric acid.
2. Investment in Ordinary shares

The Company has invested in ordinary shares of
Laguna Resorts and Hotels Public Company Limited
(LRH), Thai Wah Food Products Public Company
Limited (TWFP) and Tropical Resort Limited (TRL),
with its current shareholdings at 2.1%, 5.0% and
19.8% of the total paid-up capital of each company,
respectively. Such investments represent the investment
in ordinary shares of other companies that operate in
businesses other than agricultural product business
in order to mitigate business risk and allowing the
Company to receive return on investment in the form
of dividend payments.
3. Investment in property
The Company and its subsidiaries invested in
property, holding investment quality land dispersed
in various regions including the Northern, upper part
of the Northeast, Central, Eastern and Western parts of
the country. Investment in land poses less investment
risk than investing in other types of assets, as the
state of property does not depreciate. The Company
anticipates that it will benefit from the return on its
future sales price, which is seen as being on an
upward trend in line with the improving economy of
the country. Currently, the Company and its subsidiaries
has no development plans on such property.
Marketing and Competition

Target Customers
The Companys tapioca products are distributed both
locally and internationally where direct sales accounts for
30 percent of sales revenue and distribution through dealers
or traders accounts for 70 percent. The classifications of
customers are set out as follows:
31
Tapioca starch
Tapioca products are exported to several countries
around the world, including the Peoples Republic of
China, Japan, Taiwan, Singapore, United States of
America and European regions under the Rose
Brand trademark. Some part of the products are
also distributed locally.
Alpha starch
Alpha starch are also distributed to several international
countries such as Japan, Europe and Taiwan as well
as distributed locally.
Sago
This product is mainly distributed to Asian countries
such as the Peoples Republic of China, Philippines
and the Republic of Indonesia. However some of the
products are distributed to Europe and the United
States of America, as well as locally distributed.
Tapioca chips and Tapioca pellets
The main market for this product is the Peoples
Republic of China and Taiwan.
Product Distribution Channel

Marketing of tapioca products: In the previous year, the
Companys marketing activities focused on the food
industry, instead of the paper and textile industries
because of the higher pricing in the food industry than
the other two industries. Local sales accounted for
approximately 20 percent of sales revenues while export
accounted for approximately 80 percent.
Regarding distribution channels, the Company directly
exports its products to food manufacturers. Some products
were indirectly sold through local dealers in the
importing countries.
Competition
Nowadays, competition in international markets is quite
intense. In addition to local competitors, the Company
also have to compete with foreign manufacturers in
ASEAN countries such as Socialist Republic of Vietnam,
Kingdom of Cambodia, and Laos which have the
advantage of lower costs when compared to Thailand.
32 A n n u a l R e p o r t 2 0 1 4
However, the Company focuses on markets which

prefer consistent quality rather than lower prices.
Condition of competition: In the previous year, there
were 5-6 competitors whose capacity was equal to or
greater than the Companys. While the competitors
adopted the competitive pricing strategies, the Company
still pursued the strategy of quality and punctuality of
delivery, which was very important in the international
markets. The Companys strengths include its reputation,
quality, and punctuality of delivery, including the Rose
brand which has been well recognised in the food
industry particularly in Taiwan and China.
Trend of industry and market competition: In spite of the
stagnant economy, demand for tapioca starch in the
global market remains great. This can be seen from the
quantity of Thai exports for tapioca starch which increase
approximately by 10 percent each year, i.e., from 3.34*
million tons in 2013 export for tapioca starch increased
to 3.96* million tons in 2014, representing a 18.6 percent*
increase in export volume and value of exports of tapioca
starch increased by 14.1 percent.
Remark : * the information from Association of Thailand tapioca
and customs department
Production policy
The production process of the Company depends upon
the availability of raw materials. The Company will
maximize production capacity during the harvest season
(when farmers dig out the cassava roots to sell), which
falls during the period October - April every year. During
such harvest period, the price of cassava roots are
relatively low compared to other seasons, which means,
the Company would step up production in order to
produce the maximum amount which can either be sold
to customers or stored for future sales throughout the
year. Towards the end of harvest season, the price for
fresh cassava roots will increase. In the event that
orders are continuously being placed, and the profit
margin remains at a satisfactory level, the Company will
continue its production for as long as possible.
Production capacity and quantity
Environmental impact
The Company and its subsidiaries has a total of

5 manufacturing plants of tapioca products, 4 of which
are in Thailand and the other 1 is located in Socialist
Republic of Vietnam. The 4 plants in Nakhon Ratchasima,
Kalasin, Udonthani, and Kampaengpetch have an
aggregate production capacity of 306,000 tonnes per
year and the capacity utilization rate is approximately
66 percent. As for the factory in Vietnam, the aggregate
production capacity is 40,000 tonnes per year and the
capacity utilization rate is approximately 80 percent of
production capacity per year.
During the manufacturing process of tapioca starch,

wastewaters are discharged from the washing of fresh
tapioca roots and starch, which may adversely impact
the environment and disturb the surrounding local
communities. With great concern over the impact this
may cause, the Company established a wastewater
treatment system which uses the LAGOONING technique
that are designed by certified engineers. The lagooning
system consists of an anaerobic pond and an oxidation
pond. As a result the wastewater discharged after the
lagooning treatment met the criteria set out by the
Environment Division, Ministry of Industry. Throughout
its many years of operations, the Company has never
had any record of offence related to the environment.
Procurement of products and services

The core element of raw materials used in the
manufacturing process is the locally grown fresh
cassava roots that are purchased directly from the
farmers. Movement in the price of fresh cassava roots
depends on the demand and supply, while the selling
price of the finished goods increase or decrease
depending on the cost of the raw materials.
Raw materials and suppliers

Movement in the price of fresh cassava roots depends
on the demand and supply, while the selling price of the
finished goods increases or decreases depending on the
cost of cassava roots. In 2014, the average purchasing
price of fresh cassava roots for the group in Thailand
was Baht 2,000-2,760 per tonne while for the company
in Vietnam was Baht 2,350-3,110 per tonne, respectively.
The Company will purchase the majority of its fresh
cassava roots directly from farmers, while the remainder
will be purchased from the cassava markets. Where
the amount of cassava roots available within the areas
close to the plant is not sufficient, the Company will
purchase cassava roots from cassava markets in the
nearby province in order to make up for the shortfall in
the amount requested for production.
Furthermore, the Company also has great concern over

the quality of the environment; thereby initiating the
installation of a biogas system at the manufacturing
plant of its subsidiary in Vietnam which was completed
in 2011. However the Company continues to develop
the wastewater treatment system to make it better.
Presently in 2013 the Company has already implemented
the biogas system at its plant in Kalasin province and at
a subsidiarys plant in Udonthani province, which are
the main bases of manufacturing activities. Due to this
system, biogases that are derived from the treatment
ponds can be used as a substitute for furnace oil in the
manufacturing procedure. Biogas is an energy-saving
and the most effective alternative for the consumption of
natural resources. Using biogas can reduce the amount
of greenhouse gas emitted into the atmosphere and
minimise pollution caused by the smell from wastewater
treatment ponds that could affect the environment of the
surrounding local communities. Currently, the Company
has completed constructing the biogas system at the
factory located in Phimai, Nakorn Ratchasima province.
The testing of the new biogas system that began in
November 2014, the results received were satisfactory
for reducing the emissions of other pollutants that affect
the environment.
33
Risk Factors
1. Risk relating to fluctuations in the costs
of raw materials
The Company manufactures and distributes products

made from cassava and the key raw material used
in the manufacturing activities is fresh cassava roots,
which accounts for approximately 70 percent of the
total manufacturing cost. The prices of fresh cassava
roots fluctuate up and down seasonally, depending
on the demand and supply in the market, the climate
and the quantity based on seasonal production. On
the grounds that these factors are beyond the
control, the Company faces risk relating to the
projections of cost of raw materials and the selling
price of finished products, including management
of inventories, which would directly impact the
Companys financial position and operating results.
Therefore in order to prevent and minimise the risks
resulting from such fluctuations, the Company is
closely monitoring the market situation for the raw
materials, surveying the cultivation of sources in
Thailand, Vietnam, Laos and Cambodia and exchanging
information and knowledge with other cassava
manufacturers in Thailand and other countries as
well as with other organizations related to cassava
business etc., focusing mainly on procuring the raw
materials during the peak period for large supply to
the market while the prices are low, including
cemented good relationships and exchanging
information as well as knowledge with local farmers.
This way, the Company will be able to receive good
input and forecast on the market trend for raw
materials which will help for further planning and
better management.
2. Risk relating to fluctuations in the foreign

exchange rate
Since the Companys products are mainly exported

to other countries, most of its income is principally
linked to the US dollar. As such, the Company may
face risk relating to the fluctuation in the foreign
exchange rate, which is caused by the conversion of
its sales income denominated in the US Dollar into
34
Annual Report 2014
the Thai Baht. The downside risk occurs when the

US Dollar depreciates against the Thai Baht, resulting
in a decrease in the income to be received in Thai
Baht. On the contrary, the Company may obtain an
increase in the value of income if the US Dollar
appreciates against the Thai Baht. The depreciation
of Thai Baht in 2014 as compared to 2013 resulted
in an advantage for the Thai exports against its
significant competitor Vietnam who had relatively
stable currencies against the US Dollars.
The Company has entered into currency forward
contracts and regularly monitors the movement of the
foreign exchange rate. Other appropriate financial
instruments have also been used to minimise this risk.
However, a currency forward contract is not an
assurance that the Company will be able to manage
the risk and obtain better yields than the market rate
because the future currency rate is naturally
unpredictable at the time of entering into such contracts.
3. Risk relating to the governments price

intervention policy
Even though in the year 2013-2014, the government

did not implement any policies on the intervention of
tapioca roots pricing, there were still some impact
from the government releasing the tapioca starch
stock since the selling prices were unclear. Being
unable to predict the governments intervention
policy on the raw materials price has impact the
normal trade for cassava manufacturers and the
Company. However this situation is beyond the
Companys control.
The Company has carried out risk management to
mitigate the impact of this risk by closely monitoring
the market situation and the raw materials situation,
exchanging information and knowledge with other
cassava manufacturers in Thailand and other
countries as well as with other organizations related
to cassava business etc., so that the Company is
able to assess the situation and prepare for any
crisis in the future in order to ensure that its finished
products bear competitive costs and generate profits

for the Company.
4. Risk relating to an offshore investment
The Company has entered into an agribusiness joint

venture in Vietnam. Offshore investment is usually
exposed to the possible risks relating to the change
in political conditions, laws and foreign exchange
rates and economical situation of the relevant
country in which the investment has been made.
Therefore if such event occur, this could adversely
impact the Companys business in such country, and
could result in the income and profit from the
operation of its foreign business to miss the expected
target.
The Company is aware of the above risk and as a
result closely monitors news information related to
Vietnam and the areas nearby and also exchanges
information on a timely basis about the market
situation etc., with other cassava manufacturers in
Thailand and other countries as well as with other
organizations related to cassava business etc.,
Furthermore the Company has sent a team of its
executives to supervise the business management at
the subsidiarys plant in Vietnam and required that a
report on the operating results to be submitted to the
head office in Thailand on a monthly basis.
5. Risk relating to shareholding structure
Due to the Companys investment in various companies

with cross-shareholding in those companies, it may
be difficult for retail investors to inspect the Companys
interests in those companies and the Groups members.
Therefore in order to support the investors decision,
the information relating to the shareholding structure
of the Company and other members of the Group,
its interests and control in those entities and
connected party transactions has been disclosed in
full in the Companys audited financial statements
and annual report form, which has been done in
accordance to the applicable regulations of the
Stock Exchange of Thailand.
6. Risk relating to the worlds economic

recession
The Companys major income derives from export
sales. During the past, the USs economy experienced
a continuous growth while the European countries
faced a slowdown in their economic growth which
was due to the reduction in buying power of the
consumers combined with no confidence and the
political crisis between Russia and Ukraine. Because
of such instabilities that impacted the economies of
other countries including China as well, the largest
market for tapioca products, China has shown signs
of reduction due to the reduced buying power of the
consumers. However in the future the consumption
and export will improve due to the support from the
government while the buying power of consumers
will increase too. This however depends on the
reasonable price.
The Company has put in place policies to improve
cost and production management to maximize
efficiency and effectiveness of production, and has
established the objective to open up new markets
with the aim to avoid over reliance on its operation
in any particular country.
7. Risk relating to the climate change
Due to global warming over the past years resulting

in the change of the climate conditions to be very
unseasonable, leading to various forms of natural
disasters such as drought and flood. In 2014,
Thailand experienced drought, which affected the
quantity of cassava roots since there was lack of
sufficient water supply for the Companys production
process. During the dry season, the Companys
factory located in the Kalasin province, had been
impacted by the lack of sufficient water supply for
production, however the impact for the past year
wasnt very significant. As for the cassava plantations
areas, it also faced with the spread of mealy bugs
and other pesticides while other areas suffered from
flooding. Even though in 2014 all of the above
35
mentioned risks had declined as compared to 2013,

however these were still risk factors affecting the
quantity of cassava roots which are the Companys
main raw material.
The Company has taken measures to reduce the
impact of such risks. Currently the Company has
been conducting a study on the method of re-using
the waste water from the production process and
also improving the production system to reduce the
amount of water used as well as reserving the water
for the dry season in order to minimize the impact of
drought and water shortage including coordinating
with the local authorities and private sectors within
the area in order to manage the water supply
sufficiently for all sectors during the water shortage
period.
8. Risk from substitute products
Changes in the production volume of substitute

products such as corn starch, potato starch till
changes in prices of such products can result in
changes to the price of cassava products as well.
As the price of the substitute starch such as corn
starch and potato starch declines in the world
market, cassava roots cannot justify to a higher
price.
In order to reduced the impact of the above
mentioned risk, the Company closely monitors the
market situation and production yield of the
substitute starch, exchanging of information and
knowledge with other cassava manufacturers in
Thailand and other countries as well as with other
organizations related to cassava business etc., so
that the Company is able to assess the situation,
prepare for any crisis ahead and take action
immediately.
36 A n n u a l R e p o r t 2 0 1 4
General Information
Company
Thai Wah Starch Public Company Limited or TWS
Type of Major Business

Manufacturer and distributor of tapioca starch
Head Office
21/59, 21/63-64 Thai Wah Tower I, 20th-21st Floor,
South Sathorn Road, Tungmahamek Sub-District,
Sathorn District, Bangkok 10120
Telephone: 66 (0) 2285 0040
Facsimile: 66 (0) 2285 0268, 66 (0) 2285 0270-1
Home page: http://www.thaiwah.com
Corporate Registration Number

0107536000951 (Former: Bor Mor Jor. 169)
Registered Capital
Baht 787,500,000
Branches
Branch (1) 76 Moo 3 Sukhumvit (Saikao) Road,
Thakham Sub-District, Bangpakong District,
Chachoengsao
Chachoengsao
Chachoengsao
Branch (4) 301 Moo 8 Phimai-Huai Thalaeng Road,
Naimueang Sub-District, Phimai District,
Nakhonratchasima
Branch (5) 136 Moo 12 Natal Sub-District,
Thakhantho District, Kalasin
Paid-up Capital
Baht 785,360,380 Divided into 78,536,038 ordinary
shares, at par value Baht 10 per share
Foreign Limit
Not exceeding 49 percent of total issued and paid-up
shares of the Company
Percentage allowed for Thai Trust Fund
-NoneTotal Employees
825 employees (Only employees employed by the
Company as at December 31, 2014)
Remark : Investors can further view information related to the issuing Company in Form 56-1 which can be accessed at www.sec.or.th
or the Companys website.
37
Major Shareholders
As at December 30, 2014*
Name of Shareholders
1. Mrs. Ho Lienfung Group
Mrs. Ho Lienfung
Chang Fung Company Limited1
Li-Ho Holdings (Private) Limited2
2. Laguna Resorts & Hotels Public Company Limited3
3. Credit Suisse AG, Singapore Branch4
4. UBS AG Hong Kong Branch4
5. Mr. Ho KwonPing
6. International Commercial Development Company Limited5
7. Mr. Ho KwonCjan
8. Mr. Phitak Boonpojanasoontorn
9. Ms. Nathathai Maeta
10. Mr. Sumruang Manoonpol
Other Minority Shareholders
Total
No. of
Total No. of
% of
Shares Held Shares Held Shareholding
15,947,940
20.31
2,602,740
9,967,690
3,377,510
12,775,406
4,219,300
2,403,500
1,945,800
12,775,406
4,219,300
2,403,500
1,945,800
16.27
5.37
3.06
2.48
1,805,200
1,784,550
1,566,700
1,565,000
1,499,400
33,023,242
78,536,038
1,805,200
1,784,550
1,566,700
1,565,000
1,499,400
33,023,242
78,536,038
2.30
2.27
1.99
1.99
1.91
42.05
100.00
Remark : * As at the latest book closing date.

1
General investment business with 100 percent shareholdings by Mrs. Ho Lien Fung and family
2
Investment Holding business with 100 percent shareholdings by Mrs. Ho Lien Fung and family
3
Listed on the Stock Exchange of Thailand as a hotel and property development business
4
Company registered overseas, contact address : Standard Chartered Bank (Thai) PCL.
Securities Services Dept. 14th Floor Zone B. Sathorn Nakorn Tower, 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500
5
Register in Thailand as property rental business
38 A n n u a l R e p o r t 2 0 1 4
Dividend Payment Policy

Companys dividend policy
Subsidiaries dividend policy
The Companys dividend policy to be distributed to the

shareholders is considered based on the consolidated
net profit but excluding unrealized foreign exchange
gains or losses and not exceeding the retained earnings
reported in the financial statement of the Company only.
However, the dividend payment is subjected to the
discretion of the Board of Directors and must be
approved by the shareholders meeting.
The subsidiarys dividend policy is subject to the

discretion of the Board of Directors of the Company and
each subsidiary in consideration of available cash funds
after taking into account main capital expenditures and
debt repayment agreements in subsequent years.
Remuneration Policy
Employees Remuneration
The Companys remuneration policy is built on a
transparent appraisal system and formulated to drive
performance of the employees, who are its most important
asset. The Objective of the Companys remuneration
policy is to attract, motivate, reward and retain qualified
staff. The typical compensation package for employees
comprises basic salary, bonus, employees provident
funds and other benefits. Payment of bonus is based on
the annual performance of the Company as well as the
performance of each individual employee.
In regard to the remuneration of the Companys senior
executives, the aim is to motivate them to achieve the
Companys annual and long-term goals and to ensure
that they are aligned with shareholders interests. In
determining the composition of the package for the senior
executives, market standard of the same industry, as
well as experience, duties, roles and responsibilities
along with potential benefits gained from each executive
are taken into consideration. Furthermore senior
executives who are assigned with additional tasks shall
be entitled to an increase in the level of remuneration
as deemed appropriate.
Directors Remuneration
The fees for the directors reflect the scope and extent
of a directors responsibilities and obligations. They are
measured against the industrys benchmarks and are
competitive. The Nomination and Remuneration Committee
will consider and recommend annually the proper
directors remuneration to the Board of Directors to be
proposed for shareholders approval at the Annual
General Meeting (AGM).
Remuneration paid to Board of Directors and Executives
in 2014 are disclosed in the Companys Form 56-1 under
the section Directors and Executives Remuneration
39
Management
Committee Structure
The Companys organizational structure consists of
three committees, namely:
1. Board of Directors
The Board of Directors comprises 9 directors, 3 of
whom serve as independent directors. Details of the
independent director are further described under the
heading Corporate Governance in Form 56-1 and
in the Companys Annual Report.
1
2
3
4
5
6
7
8
9
Name
Ms. Pinyada Viriya
Mr. Somchai Towiwat
Mr. Ariel P Vera
Position
Director
Director
Director
Director
Director
Duties and Responsibilities of the Companys

Board of Directors
The Board of Directors has a duty to determine the
Companys policies and overall strategies, as well as
efficiently supervise the management of the
Companys business operation. In addition to the
specified duties, responsibilities of the Board of
Directors also include the following:
1. To formulate and approve the overall financial
policies, strategies and objectives of the Company;
2. To review financial performance and be
responsible for the Companys financial statements;
3. To supervise and approve major initiatives,
annual budgets, major investments, and decisions
on the Companys capital;
4. To ensure that the sufficiency of the Companys
internal control is regularly revised and evaluated;
40
Annual Report 2014
5. To approve nominations for members of the

Board of Directors and appointments for various
committees;
6. To take responsibility for good governance; and
7. To approve the Audit Committee and the
Nomination and Remuneration Committee
Charter in order to clearly define the scope of
duties and responsibilities of the Audit Committee
and the Nomination and Remuneration Committee.
The Board of Directors may discharge the abovementioned duties either directly or through the various
committees which have been set up, primarily the
Audit Committee and the Nomination and Remuneration
Committee. The practice of granting the Board of
Directors power to the committees allows the Board
of Directors to function efficiently by giving the
committees authority to make decisions within the
scope of authority and duties specified while exercising
control over the policies and major decisions.
Term of office
The term of office of a director of the Board shall be
3 years. A director of the Board who vacates his/her
office by rotation may be re-appointed.
In assuming the position of Director and/or
Independent Director, each director will receive all
important information about the Company, along with
Articles of Association of the Company related to the
roles and responsibilities of the Board of Directors,
as well as advice concerning the laws, rules,
regulations and conditions related to being a Director
of a listed company on the Stock Exchange of
Thailand. The person will also receive an orientation
of the Companys business for them to have the
knowledge and better understanding of the
Companys business.
2. Audit Committee
The Audit Committee comprises of 3 Independent
directors of the Company as follows:
Name
1 Ms. Tawiratt Narasuj
2 Mr. Teerawut Charoensuk
3 Mr. Somchai Towiwat
Position
Chairman
Member
Member
Secretary
Ms. Tawiratt Narasuj, the Chairman of the Audit

Committee, has adequate expertise and experience
to review the creditability of the financial reports.
Duties and Responsibilities of the Audit

Committee
1. to review the Companys financial reporting
process to ensure that it is accurate and adequate;
2. to review the Companys internal control system
and internal audit system to ensure that they are
suitable and efficient, to determine an internal
audit units independence, as well as to approve
the appointment, transfer and dismissal of the
chief of an internal audit unit or any other unit in
charge of an internal audit;
3. to review the Companys compliance with the law
on securities and exchange, the Exchanges
regulations, and the laws relating to the Companys
business;
4. to consider, select and nominate an independent
person to be the Companys external auditor, and
to propose such persons remuneration, as well
as to attend a non-management meeting with an
external auditor at least once a year;
5. to review the connected transactions, or the
transactions that may lead to conflicts of
interests, to ensure that they are in compliance
with the laws and the Exchanges regulations,
and are reasonable and for the highest benefit of
the Company;
6. to prepare, and to disclose in the Companys
annual report, an Audit Committees report which
must be signed by the Audit Committees Chairman
and consist of at least the following information:
a) an opinion on the accuracy, completeness and

creditability of the Companys financial report,
b) an opinion on the adequacy of the Companys
internal control system,
c) an opinion on the compliance with the law
on securities and exchange, the Exchanges
regulations, or the laws relating to the
Companys business,
d) an opinion on the suitability of an auditor,
e) an opinion on the transactions that may lead
to conflicts of interests,
f) the number of the Audit Committee meetings,
and the attendance of such meetings by each
committee member,
g) an opinion or overview comment received by
the Audit Committee from its performance of
duties in accordance with the charter, and
h) other transactions which, according to the
Audit Committees opinion, should be known
to the shareholders and general investors,
subject to the scope of duties and responsibilities
assigned by the Companys Board of Directors;
7. to perform any other act as assigned by the
Companys Board of Directors, with the approval
of the Audit Committee;
8. to report the activities of the Audit Committee to
the Board of Director;
9. to review and oversee the Companys practice of
good corporate governance;
10. in performing the duty of the Audit Committee, if
there is a transaction or any of the following acts
which may materially affect the Companys
financial condition and operating results:
a) a transaction which causes a conflict of
interest;
b) any fraud, irregularity, or material defect in an
internal control system; or
c) an infringement of the law on securities and
exchange, regulations of the Stock Exchange
of Thailand or the laws relating to the business
of the Company
41
the Audit Committee shall report such transaction

or act to the Board for rectification within the
period of time that the Audit Committee thinks fit.
If the Board or management fails to make a
rectification within such period of time, any Audit
Committee member may report on such transaction
or act to the Office of the Securities and Exchange
Commission or the Stock Exchange of Thailand, and
11. to investigate and report the preliminary result
to the Office of the Securities and Exchange
Commission and the external auditor within thirty
days upon receipt of the fact from the external
auditor in relation to any suspicious circumstance
that the director, manager or any person responsible
for the operation of the Company commits an
offence under the law on securities and exchange.
Term of office
The term of office of a member of the Audit
Committee shall be 3 years. A member of the Audit
Committee who vacates his/her office by rotation
may be re-appointed.
In the case of any vacancy occurring in the Audit
Committee otherwise than by rotation, the Board of
Directors of the Company shall appoint a fullyqualified person to be a director in order that the
Audit Committee reaches the full number stipulated
by the Board of Directors of the Company. The person
replacing an Audit Committee member shall remain in
office for the period of time which the Audit Committee
member, whom he or she replaces, is entitled.
3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee
comprises of 3 members, 2 of whom are independent
directors as follows:
Name
1 Mr. Somchai Towiwat
2 Mr. Teerawut Charoensuk
42
Annual Report 2014
Position
Chairman
Member
Member
Secretary
Duties and Responsibilities of the Nomination

and Remuneration Committee
1. To propose guidelines and make broad
recommendations for the annual salary increment
and bonus policies for the Company;
2. To review and award the bonus, salary increment
and incentives of the Company Chairman and his
relatives who are employees of the Company;
3. To review and approve the expense claims of the
Company Chairman;
4. To review and if necessary, propose changes to
the remuneration of the Companys directors
serving on the Board of Directors, Audit Committee
and Nomination and Remuneration Committee;
5. To review and if necessary, propose changes or
additions to senior management welfare, benefit
(such as employee stock options and other
employee welfare allowances, subsidies and
schemes), salary increment and bonus policies.
The emolument of individual employees shall be
determined by the management of the Company;
6. To establish criteria for Board membership;
7. To formulate a standard and transparent process
for the selection of directors;
8. To propose and/or evaluate directorial candidates
and Board committee members for consideration
by the Board when there is a vacancy;
9. To assess independent directors to identify if the
independence of any is compromised and if new
independent directors are required under the
Boards policy;
10. To inform the Board of the names of directors
and Board committee members who are retiring
by rotation and make recommendations to the
Board as to whether the Board should support
the renomination of those retiring directors and
committee members;
11. To review the Committee charter at least once a
year and recommend modifications to the Board
of Directors as needed; and
12. To report to the Board of Directors on the
Committees activities and findings.
Term of Office
The term of office of a member of the Committee
shall be 2 years. A member of the Committee
who vacates his/her office by rotation may be
re-appointed.
In the case of any vacancy occurring in the Committee
otherwise than by rotation, the Board of Directors of
the Company shall appoint a qualified person to be
a Committee Member in order that the Committee
reaches the full number stipulated by the Board of
Directors of the Company. The person replacing a
Committee Member shall remain in office for the
period of time which the Committee Member whom
he/she replaces is entitled.
Nomination of Directors and Executives

Appointment and removal of directors of the Company
shall conform to the Companys Articles of Association,
which stipulate the following:
Appointment of Directors
1. The Companys Board of Directors shall consist of
no fewer than five directors, more than half of whom
shall reside in the Kingdom of Thailand.
2. Directors shall be elected by the meeting of shareholders.
In voting, it shall be deemed that one share represents
one vote. Each shareholder shall exercise all of
his/her votes as per paragraph one. Shareholders
may vote to choose one person or more as director or
directors. Voting rights, however, may not be divided.
Persons who receive the most votes, in descending
order, shall be elected directors as per the number
of directors required or to be elected at that time. In
case the persons in the subsequent orders receive
an equal number of votes and the number of such
persons exceeds the number of directors required or
to be elected at that time, the chairman shall have
the casting vote.
3. Should a position of director become vacant due to
any reasons other than expiration of the term of
office, the committee shall select a person who has
all the required qualifications and is not prohibited
pursuant to Article 68 of the Public Company Act
B.E. 2535 as director, in the next committee meeting.

However, if the remaining term of directorship is less
than two months, a replacement is not required. The
person appointed as replacing director shall serve
only for the remaining term of the director whom he/
she replaces.
Should the number of the remaining directors not
constitute a quorum owing to vacancies, the remaining
directors may act on behalf of the committee only to
hold a shareholders meeting in order to elect
replacements for the vacant directorship positions.
Such shareholders meeting held for the purpose of
electing replacements for vacant directorship
positions shall be arranged within one month from
the day when the number of the remaining directors
fails to constitute a quorum.
Removal of Directors
1. At each annual ordinary shareholders meeting,
one-third of the directors shall retire from office. In
case the number of total directors does not permit it
to be divided into by three, the number of directors
to retire shall be the closest number possible to
one-third. A retiring director shall be eligible for
re-election.
2. In addition to retirement due to expiration of the term
of office, the term of directorship shall end when:
a) a director dies;
b) a director resigns;
c) a director lacks a qualification or is prohibited
pursuant to Article 68 of the Public Company Act
B.E. 2535;
d) the meeting of shareholders passes a resolution
to remove a director; or
e) the court orders a director to resign.
3. A resolution of a shareholders meeting to remove a
director prior to the end of the term of directorship
shall require no less than three-fourths of the votes
of the shareholders present who have voting rights
and whose shares in the aggregate represent no less
than one-half of the shares held by the shareholders
who are present and have voting rights.
43
Managements of the Company

As at December 31, 2014, Management consists of
7 personnel as follows:
Name
2 Mr. Umnad Sukprasongphol
3 Ms. Sirivan Skulkerevathana
4 Ms. Manee Lueprasert
5 Mr. Chalermkeit Chalermpronkit
6 Mr. Chainarong Chimchan
7 Ms. Dhitirat Makepoowadol
Position
(Corporate & Finance)
(Business Operation)
Senior Assistant Vice
President - Finance
Senior Finance Manager
Senior
Operation Manager
Senior IT Manager
Senior
Accounting Manager
Details of the names and qualifications of the Companys

management as appeared under the section Details of
position of Management and Company Secretary as at
31 December 2014.
44
Annual Report 2014
Organization Chart
Board of
Directors
Nomination &
Remuneration
Committee
Audit
Committee
Internal Audit

Business Operation

Corporate and Finance
Finance
Export
Corporate Affairs
Sales & Marketing
Accounting
Operation
Purchasing & Administration
Quality Control
Information Technology
Factory
Human Resources
Company Secretary
Directors and Executives Remuneration
The Board of Directors appointed Ms. Manee Lueprasert

as the Company Secretary as at August 27, 2008, as
appeared under the section Details of position of
Directors and Management as at 31 December 2014 in
the Annual report and Form 56-1.
Monetary Remuneration
A. Directors:
Monetary remuneration was paid to 9 directors of
the Board for the 12 months ended December 31,
2014 in the total amount of Baht 6,477,000.
45
Remuneration and other benefits of the Directors during the year 2014
Name
Position
Ms. Pinyada Viriya
Chairman and Nomination and

Remuneration Committee Member
Mr. Umnad Sukprasongphol Director
Independent Director and
Mr. Somchai Towiwat
Independent Director,
Audit Committee Member and
Nomination and Remuneration
Committee Chairman
Mr. Teerawut Charoensuk Independent Director,
Audit Committee Member and
Nomination and Remuneration
Committee Member
Ms. Sirivan Skulkerevathana Director
Mr. Ariel P Vera
Director
Director
Director
Total
B. Executives of the Company:

Monetary remuneration comprising of salaries and
bonus was given to 7 management (including Senior
Accounting Manager) in 2014 in the total amount of
Baht 20,625,737.
46
Annual Report 2014
Directors Remuneration (Baht)

Audit
Nomination
Total
Board
Committee
and
Remuneration
Committee
1,011,000
60,000 1,071,000
606,000
606,000
180,000
606,000
786,000
606,000
114,000
90,000
810,000
606,000
114,000
60,000
780,000
606,000
606,000
606,000
606,000
5,859,000
408,000
210,000
606,000
606,000
606,000
606,000
6,477,000
Non-monetary Remuneration
A. Directors:
-None-
B. Executives of the Company:

Provident fund payment
The Company has established a provident fund
for the management and employees of the
Company in the ratio of 5 percent of their salary.
In 2014 the company contributed a fund of total
Baht 773,436 for the 7 Management.
Employees benefits
Employees benefits such as medical expenses,
life & health insurance, etc. were given to
7 management (including Senior Accounting
Manager) in 2014 was in the total amount of Baht
1,423,113.67.
Human Resources
The group has a total of 1,568 employees out of which
825 are employed by Thai Wah Starch Public Company
Limited and 743 are employed by its subsidiaries. As at
December 31, 2014 employees benefits was paid in
terms of welfare equivalent to Baht 335,363,635 which
comprised of salary, overtime, car allowance, bonus,
social security, provident fund, medical expenses and
Life & health insurance, etc., details of the total number
of employees and their compensations as seen below:
Total number of employees and their compensations:
Year 2014
Direct labor (person)
Indirect labor (person)
Head office employee (person)
Total (person)
Employee Benefit (Baht)
Remark:
Thai Wah Starch

Public Company Limited
685
84
56
825
202,223,719
Subsidiaries*
Total
666
71
6
743
133,139,916
1,351
155
62
1,568
335,363,635
* Subsidiaries companies include Thai Nam Tapioca Company Limited, DI Company Limited, Thai Wah (6) Company
Limited and Tay Ninh Tapioca Joint Stock Company.
47
Corporate Governance
The Company is committed to developing an efficient
and transparent administrative and management system
in order to gain the confidence of shareholders, investors
and all others involved. The Companys board of directors
and executives never cease in attempting to strengthen
the Companys governance. For this reason, various
principles have been adopted and applied to suit the
Companys circumstances, details as shown below:
1. Rights of Shareholders
The Company recognizes the importance of

shareholders rights and has always acted in
compliance with the stipulations of the laws. In 2014,
the Companys Annual General Meeting was held on
April 23, 2014 where all shareholders had the same
voting rights, based on the proportion of their holding
in the Companys shares.
The Company has assigned Thailand Securities
Depository Company Limited, which is the
Companys share registrar, to distribute the notice
and agenda of the Annual General Meeting to
the shareholders at least 10 days prior to the
meeting. The meeting documents also include
the facts and rationales, opinions of the Board as
well as other information relating to the agenda
items such as information on the persons
nominated for election as directors, auditors
profiles, the part of the Companys Articles of
Association that relates to the shareholders
meeting, map to the venue of the shareholdings
meeting convenient for attendance, proxy forms,
documents and evidence of entitlement to attend
the meeting, etc. This is to enable shareholders
to prepare themselves for the meeting. In addition,
the notice of the shareholders meeting will be
advertised in the press, all information contained
in the meeting documents will also be posted on
the Companys website (www.thaiwah.com) at
least 1 month prior to the meeting. Moreover,
48
Annual Report 2014
shareholders are always invited to register at

least 1 hour before the meeting begins.
At each shareholders meeting, the Company
always arranges for legal advisors to examine
the registration process before the meeting, the
counting of shareholders, proxies for shareholders
and shares of shareholders present, and the
vote-counting procedure for each agenda item, in
order to ensure that the Company proceeds in
accordance with relevant laws and regulations.
On the date of the meetings, the Company
provides an electronic system for the convenience
of the shareholders, which helps to speed up for
registration process. Furthermore the barcode will
show each shareholders reference number
which is included in the proxy form. In addition,
for every vote, the Company will collect the ballot
paper from the shareholder in order to calculate
the result of the vote.
Not only does the Company adhere strictly to the
laws, but it also attempts to conduct meetings
appropriately and transparently. The Chairman of
the meeting always offers shareholders
opportunities to express their views and pose
questions about issues concerning the agenda of
the meeting, before concluding the resolution for
each agenda item.
All shareholders have the same basis and
rights in the casting of votes at meetings and
the receipt of dividends when declared by the
Company. These are calculated based on their
respective shareholding in the Company.
At every shareholders meeting, shareholders are
given the right to approve important matters such
as election of directors (shareholders can elect
directors individually), directors remuneration,
appointment of auditors and dividend payment,
etc.
The Company also does not invite the minority

shareholders to nominate their own candidates to
be appointed as the Companys directors head
of the meeting. This is because the Company
already gives all shareholders an opportunity to
nominate their own candidates (who meet the
requirements under the Public Limited Companies
Act) and to vote for candidates at the shareholders
meeting.
Before the start of every shareholders meeting,
the Company Secretary will explain the voting
methodology to shareholders. A team of legal
counsels from a leading international law firm is
invited to verify the registration procedure before
the Chairman of the meeting announces to the
shareholders, the number of shareholders and
proxy holders present at the meeting and the
number of shares held by them. The legal counsels
also verify the vote counting procedure in respect
of each agenda item before the votes are announced
as resolution of the shareholders meeting.
Shareholders may verify the detailed results of
the vote of each agenda item at the end of each
meeting. The same results and a summary of
questions from shareholders will also be included
in the minutes of the meeting which are accurately
and completely documented in all material aspects
and will be sent to all shareholders for their
review prior to the following meeting.
The Companys policy in conducting shareholders
meetings is not only to meet all legal requirements
but to also provide a platform and opportunity for
shareholders to communicate their views and ask
the directors and the management questions
regarding matters affecting the Company. The
Chairman allocates appropriate time for discussion
and encourages the shareholders to express
their opinions and ask questions related to the
Companys operation. In addition, to facilitate
shareholders in protecting their rights, shareholders
who have any questions that require the Companys

clarification during the meeting may send their
questions to the Company in advance at
ir@thaiwah.com or fax them to 66 (0) 2285 0268.
Apart from the external auditor who will attend
the Annual General Meeting, the Chairman of the
Board, the Chairman of the Audit Committee and
the Chairman of the Nomination and Remuneration
Committee, and all of the Companys directors
will also endeavor as far as reasonably practicable
to be present at the shareholders meeting in
order to assist the Board in addressing queries
raised by the shareholders. The Company also
invites its legal counsels from a leading
international law firm to attend the meeting in
case a legal question requiring clarification
arises during the meeting. Furthermore, the
Company provides a professional translator to be
present at the meeting to assist shareholders
and the Board to communicate more effectively
in English and Thai. At the previous 2014 Annual
General Meeting, 8 out of total 9 directors were
present at the Meeting, comprising the Chairman
of the Board, the Chairman of the Audit
Committee, the Chairman of the Nomination and
Remuneration Committee, and other directors.
Details of their names are stated in the minutes
of the 2014 Annual General Meeting.
Any shareholders who arrive at the meeting
after the meeting has begun are still entitled to
vote on the agenda items that are still under
consideration and have not been voted upon.
News and information relating to the Company is
disseminated through the Companys website
(www.thaiwah.com), which includes information
such as the resolutions of the Companys Board
of Directors on important matters, resolutions of
the shareholders meetings, financial information,
information which may affect the Companys
share price, Annual Report, etc.
49
2. Equal Treatment of Shareholders

The Company is well aware of its duty to treat
shareholders fairly in order to ensure the equality of
shareholders rights and benefits. Thus, the
Company follows the procedures below:
For shareholders who are unable to attend a
meeting in person, the Company provides
opportunity for such shareholders to appoint
another person as proxy to attend the meeting
on their behalf by using proxy form B sent by the
Company. Proxy form B is one of the forms
prescribed by the Ministry of Commerce which
allow shareholders to make voting directions.
Moreover, the Company provides opportunity for
shareholders to appoint the Companys independent
director as proxy to undertake proxy voting on
behalf of shareholders who are unable to attend
the meeting. The name of the independent director
is provided in the proxy forms, together with the
profile of that independent director who have
been given proxy to vote on behalf of shareholders
that are unable to attend the meeting, all of which
are attached as part of the meeting documents.
Any director or management who has an interest

in, or is related to, any transaction between the
Company and an interested or related person will
not participate in the decision making process
involving such transaction. The Company has
disclosed and strictly followed the procedures
on such transaction in accordance with the
regulations of the SET and notification of the
Capital Market Supervisory Board.
The Company ensures that directors and

management are aware of their duty to report a
change in their holding of the Companys securities
to the SEC within 3 business days, in accordance
with the Securities and Exchange Act. The securities
holding report is also included in the agenda of
the Board meeting for the Boards acknowledgment
once every 3 months.
50 A n n u a l R e p o r t 2 0 1 4
The Company has formulated a Code of Business

Conduct to provide guidelines for the Board,
senior management and employees of all levels
to comply with. The Statement includes the
prohibition on the improper use of insider
information for personal benefit or to benefit
others. Additionally, the Board approved the
policy on dealing in securities of the Company
which prohibits the dealing in the Companys
shares while in possession of unpublished
confidential and price-sensitive information during
the Embargo Period. There had been no
violation of the policy found during 2014.
3. Roles of Stakeholders
The Company realizes the importance of rights of all
groups of stakeholders and conducts its operations
fairly and strictly in compliance with all laws, rules
and regulations.
Shareholders: The Board of Directors is committed to
performing its duties honestly, transparently
and diligently in the best interest of
all its shareholders in order to preserve
and enhance long-term shareholder value.
All important information which may
have an impact on the Companys share
price and/or shareholders decisions
are fully disclosed on a timely manner.
Employees: The Company is committed to its
policies and observes the regulations
regarding human resource management
and employment. All operations of the
Company conform to the labor laws.
To boost a sense of pride in their work,
all employees are treated fairly and
without discrimination or double standards,
and also adhering to not taking any
actions that would violate the human
rights. Additionally, the Company provides
its employees a safe, hygienic and
conducive working environment and a
provident fund. Furthermore, the Company
also encourages its employees to

attend training courses related to their
lines of work in order to broaden their
knowledge and sharpen their skills.
Customers: The Company strives to achieve
customer satisfaction by providing
quality products and prompt delivery.
Competitors: The Company believes in fair business
competition and therefore avoids any
actions that may prevent, obstruct or
discourage potential competitors from
entering the market in which the Company
operates in. Furthermore the Company
will not engage in any fraudulent act to
violate or obtain competitors trade secrets.
Society and The Company is committed to caring
environment: for the society by ensuring that the
Companys manufacturing processes
does not cause harm to the environment.
Suppliers: The Company strives to forge long-term
business relationships with its suppliers
and therefore has the policy to always
give a fair profit to its suppliers and to
respect payment terms and conditions.
In addition, in selecting its suppliers,
the Company gives all suppliers an
equal opportunity to propose their bid.
Creditors: The Company considers creditors as
important business partners and therefore
commits to fulfill all of its obligations
under contracts to its creditors, to not
conceal information nor facts that may
damage its creditors, and to notify its
creditors in advance in any case where
there might be any potential event
which could cause the Company to fail
to comply with any obligations under
contracts including guarantee conditions,
capital management, and its debt servicing.
In such cases the Company works with
its creditors to mutually resolve those
potential problems.
There were no violations of laws in relation to

labour, employment, consumers, competitors, or
environment found in 2014. In addition, no creditor
alleged that the Company had failed to comply with
any obligations under contracts.
3.1 Anti - Human Rights Violation Policy

It is the Companys policy not to take any actions
which might violate the human rights. The Company
will not hire anyone under 18 years old nor support
of forced labour in all forms, including of unfair
dismissal. The Company will strictly treat all
employees equally in accordance with the labor law
which also cover the protection of human rights.
There are no record of unfair treatment against
employees nor similar court cases against the
Company found during 2014.
3.2 Anti - Piracy Policy
The Company has an anti-piracy policy which has
been clearly stated in the standard operating
procedures, of using only intellectual property that it
does not own if it is properly authorized to do so,
i.e., the use of authorized computer program licenses
which would be periodically audited by the internal
auditor of the Company. The Company was not a
party to any piracy cases during 2014.
3.3 Anti - Corruption and Anti - Bribery Policy and
Guidelines
The Company conducts its business based on the
principles of transparency and law compliance.
Moreover, the Companys Code of Business
Conduct approved by the Board of Directors has
stated that the Board of Directors, Management and
employees are expected to carry out their work
based on the principles of good corporate
governance and to avoid any illicit activities which
may damage the reputation of the Company.
Therefore, it is the Companys policy and mandatory
not to acquire business success by means of fraud
or bribery. Violation of this policy is considered a
serious offense which may result in severe
disciplinary action, including dismissal as required
51
by law. There are no record of bribery for the benefit

to the Companys business found during 2014.
3.4 Whistle-blowing Policy

The Board has approved a Whistle-blowing Policy
in order to provide associates and third parties
with a mechanism by which they can, free of any
discrimination, retaliation, or harassment, raise
concerns about unlawful practices, unethical actions,
or any behavior that may be regarded as
malfeasance or fraud on the part of any person in
the organization. The Board has also set up a
whistle-blowing channel, a procedure to manage
concerns raised, and a mechanism to protect
whistle-blowers, details as follows:
Whistle-Blowing Channel
Any whistle-blower can raise their concerns or
perceived irregularities directly to the Board of
Directors, the Audit Committee, or the Internal Audit
Team through various channels as follows:
Board of Directors
Email : bod@thaiwah.com
Facsimile : 0-2285-0268
Post : Board of Directors
Thai Wah Tower I, 20th - 21st Floor,
21/59, 21/63-64, South Sathorn Road,
Tungmahamek, Sathorn,
Bangkok 10120
Audit Committee
Email : ac@thaiwah.com
Facsimile : 0-2285-0268
Post : Audit Committee
Bangkok 10120
Internal Audit
Email : ia@thaiwah.com
Facsimile : 0-2285-0268
Post : Internal Audit
52 A n n u a l R e p o r t 2 0 1 4

Bangkok 10120
Procedure to Manage Concerns
All concerns or reports raised by whistle-blowers will
be investigated by the Internal Audit Team which will
report the fact findings to the Audit Committee for
consideration.
Mechanism to Protect Whistle-Blowers
Anonymity and confidentiality will be honoured
throughout the process. Access to information will be
limited only to responsible persons. If a whistleblower believes that he/she is being subjected to
discrimination, retaliation, or harassment for having
made a report, he/she should immediately report
those facts to the Board of Directors or the Audit
Committee or the Internal Audit Team through one
of the above whistle-blowing channels. Reporting
should be done promptly to facilitate investigation
and the taking of appropriate actions.
If an associate has made an allegation in bad faith
or for personal gain, disciplinary action may be taken
against him/her. Likewise, if investigations reveal that
a third party making a report had done so maliciously
or for personal gain, appropriate action, including
reporting the matter to the police, may be taken.
3.5 Social participation and development

The Companys policy is to maintain and build
relationships with local communities by supporting
community activities regularly with a focus on
improvement of the quality of life in nearby
communities. A series of campaigns with the aim of
achieving proper sustainable development for the
benefit of local and social communities have been
launched, details as shown under the heading
Corporate Social Responsibilities in the Form 56-1
and in the Companys Annual Report.
3.6 Promote Sustainable Use of Resources

Economic growth and an increase in the worlds
population have led to an increase in human
consumption of resources every year, resulting in
shortages of limited resources and creating
environmental problems. The Company is aware of
these problems and, in order to promote the efficient
use of resources, has established the Environment,
Occupational Health and Safety Committee and
continuously carried out various energy conservation
campaigns and projects, including set goals for
certain campaigns, details as shown under the
heading Corporate Social Responsibilities in the
Form 56-1 and in the Companys Annual Report.
3.7 Environmental Training for the Employees
The Company continuously provides training and
instills sense of awareness on environmental issues
to employees by carrying out various energy conservation
campaigns and projects and communicating across
the organization through the Companys intranet
system and the notice board. Guest speakers are
also invited periodically to educate and to provide
training to the employees on matters related to the
environment, such as environmental conservation, etc.
4. Disclosures and Transparency

The Company realizes the importance of disclosing
essential information related to the Company. The
Company accurately and adequately disclosed
general information, financial information and
information which might affect investors. Such
information are reliable and in accordance with
specifications of the office of the Securities and
Exchange Commission. The distributions of such
information are made through the Stock Exchange
of Thailand in order for the Companys shareholders
and stakeholders to have equal access to the
information.
Each of the directors and executives of the

Company has filed with the Company a report
covering his interest or his related persons
interest in relation to management of the Company
or its subsidiaries in accordance with the criteria
and procedures as specified in the notification of
the Capital Market Supervisory Board and has
updated and filed with the Company within 30
days should there be any change in the report.
Such report is also included in the agenda of the
Board meeting for the Boards acknowledgment
once every 3 months.
In the previous year, the Company disclosed all
general and financial information as well as
information which may affect the price of the
Companys securities correctly, completely,
transparently and on a timely manner, in accordance
with the rules and regulations of the SEC and the
SET. All information is communicated to investors,
shareholders and relevant sectors through the
channels of the SET and the Companys website
(www.thaiwah.com).
Individual investors, shareholders, stock analysts
and state agencies may contact the Company
through the Company Secretary at telephone
number 66 (0) 2285 0040 or at ir@thaiwah.com.
The Companys financial statements contain
accurate and complete information and are
prepared in accordance with generally accepted
accounting standards. In addition, they are
audited/ reviewed by auditors from a well known
auditing firm (currently DIA International Audit
Company Limited) and are approved by the
Companys Audit Committee and Board before
being disclosed through the SET. The information
relating to the Board of Directors Responsibility
for the Companys Financial Statements is
available in the Companys Annual Report. In
2014, the Companys quarterly and annual
financial statements were certified unconditionally
from the auditor.
53
54
In 2014, the Company made full disclosure of

information within the time frame specified in the
regulations of the SET and the SEC. In addition,
neither the SET nor the SEC challenged that the
Company had failed to comply with any
disclosure requirement.
The Company wishes to refer the following
matters to the disclosure made in other places:
a) The name of directors and the scope of the
powers, duties and responsibilities of the
Board and other committees are detailed
under the heading Management Structure in
the Form 56-1 and in the Companys Annual
Report.
b) The professional experience of the directors
and members of other committees is detailed
in Attachment 1 to Form 56-1 and under the
heading Board of Directors and Management
in the Companys Annual Report.
c) The number of Board meetings held and the
number of Board meetings attended by each
director in 2014 are detailed under the
heading: Board Responsibility in the
Companys Annual Report.
d) The performance of the Audit Committee in
the past year is detailed in Attachment 3 to
Form 56-1, and under the heading Report of
the Audit Committee in the Companys
Annual Report.
e) The performance of the Nomination and
Remuneration Committee in the past year is
detailed in Attachment 4 to Form 56-1, or
under the heading Report of the Nomination
and Remuneration Committee in the
Companys Annual Report.
f) The remuneration for directors and management
is detailed under the heading Directors and
Managements Remuneration in Form 56-1
Annual Report 2014
5. Responsibilities of the Board of

Directors
5.1 Board of Directors Structure
5.1.1 Composition of the Board of Directors
The shareholders meeting decided that the
Companys Board of Directors would
comprise of 9 members, 3 of whom would be
Independent Directors namely Ms. Tawiratt
Narasuj, Mr. Teerawut Charoensuk and Mr.
Somchai Towiwat. These independent
directors shall independently pose questions,
express opinions or disagree in case there
are conflicting views on issues which affect
shareholders or stakeholders interests.
5.1.2 Definition of Independent Director
The definition of the Companys independent
directors is the persons who have all the
necessary qualifications and independence in
accordance with the criteria set by the Capital
Market Supervisory Board as follows:
a) holding shares not exceeding one per cent
of the total number of voting rights of the
company, its parent company, subsidiary,
associated company, major shareholder or
controlling person, including the shares
held by related persons of such independent
director;
b) neither being nor having been an executive
director, employee, staff, or advisor who
receives salary, or a controlling person of the
associated company, same-level subsidiary,
major shareholder or controlling person,
unless the foregoing status has ended not
less than two years prior to the date of
appointment. Such prohibited characteristic
shall not include the case where the
independent director used to be a government
official or advisor of a government unit
which is a major shareholder or controlling
person of the company;
c) not being a person related by blood or

registration under laws, such as father,
mother, spouse, sibling, and child, including
spouse of the children of other directors,
executives, major shareholders, controlling
persons, or persons to be nominated as
executive or controlling person of the
company or its subsidiary;
d) not having a business relationship with the
controlling person, in the manner which
may interfere with his independent judgment,
and neither being nor having been a significant
shareholder or controlling person of any
person having business relationship with
the company, its parent company, subsidiary,
controlling person, unless the foregoing
relationship has ended not less than two
years prior to the date of appointment.
The term business relationship aforementioned under paragraph one includes any
normal business transaction, rental or
lease of immovable property, transaction
relating to assets or services or grant or
receipt of financial assistance through
receiving or extending loans, guarantee,
providing assets as collateral, including
any other similar actions, which result in
the company or his counterparty being
subject to indebtedness payable to the
other party in the amount of three percent
or more of the net tangible assets of the
company or twenty million baht or more,
whichever is lower. The amount of such
indebtedness shall be calculated according
to the calculation method for value of
connected transactions under the Notification
of the Capital Market Supervisory Board
governing rules on connected transactions
mutatis mutandis. The combination of such
e)
f)
g)
h)
indebtedness shall include indebtedness

taking place during the course of one year
prior to the date on which the business
relationship with the person commences;
neither being nor having been an auditor
of the company, its parent company,
subsidiary, associated company, major
shareholder or controlling person, and not
being a significant shareholder, controlling
person, or partner of an audit firm which
employs auditors of the company, its
parent company, subsidiary, associated
company, major shareholder or controlling
person, unless the foregoing relationship
has ended not less than two years from
the date of appointment;
neither being nor having been any
professional advisor including legal advisor
or financial advisor who receives an annual
service fee exceeding two million baht
from the company, its parent company,
subsidiary, associated company, major
shareholder or controlling person, and
neither being nor having been a significant
shareholder, controlling person or partner
of the professional advisor unless the
foregoing relationship has ended not less
than two years from the date of appointment;
not being a director who has been
appointed as a representative of the
companys director, major shareholder or
shareholders who are related to the
companys major shareholder;
not operate any business which has the
same nature as and is in significant
competition with the business of the
company or subsidiary, or not being a
principal partner in any partnership, or not
being an executive director, employee,
staff, or advisor who receives salary; or
not holding shares exceeding one percent
of the total number of voting rights of
55
any other company operating business

which has the same nature as and is in
significant competition with the business
of the company or subsidiary;
i) not having any characteristics which make
him incapable of expressing independent
opinions with regard to the companys
business affairs.
After having been appointed as independent
director with qualifications complying with
the criteria under (a) to (i) of the first
paragraph, the independent director may
be assigned by the board of directors to
take part in the business decision of the
associated company, same-level subsidiary,
major shareholder or controlling person,
providing that such decision shall be in
the form of collective decision.
5.1.3 Nomination of Directors
Firstly any candidate being nominated as the
Companys directorship must have all the
required qualifications as prescribed by the
Stock Exchange of Thailand, the SEC and the
Public Company Act.
When appointing a new candidate to the
board, the Nomination and Remuneration is
responsible for the selection and the
screening of the individuals to ensure that
they are qualified under the Articles of
Association of the Company, as well as taking
into consideration the nature of business and
future plans of the Company in order to
obtain professional and diversified individuals.
The candidate must also possess direct
experience with the requirements of the
Company. The Nomination and Remuneration
Committee will also review the structure, size
and composition of the board of directors
before suggesting appropriate changes to the
board for consideration and subsequent
approval from the shareholders.
56 A n n u a l R e p o r t 2 0 1 4
The criteria of appointment of the Board of

Directors by the Shareholders meeting are as
follows:
1. Directors shall be elected in the shareholders
meeting, with regard to voting, shareholders
shall have vote equaling to the number of
shares held by each of them or one share
is entitled to one vote.
2. Each shareholder may exercise all the
votes he or she has to elect one or
several persons as directors, but may not
allot his or her votes to any person at any
number.
3. The persons who received the highest
votes in their respective order of the votes
shall be elected as directors until all of
director positions that the Company may
have or that are to be elected at such
meeting are filled. Where the votes cast
for candidates in descending order are
tied, which would otherwise cause the
number of directors to be exceeded, the
Chairman of the meeting shall have a
casting vote.
If any vacancy occurs in the Board of
Directors other than by rotation, the Board of
Directors shall elect another person who is
qualified and has not been prohibited by
Section 68 of the Public Limited Company
Act. B.E. 2535 to be a director for the next
directors meeting, except when the period of
office for the vacating director is less than 2
months, it is then not necessary to appoint
any new director. The appointed person shall
stay in office for the remaining period of the
vacating director. The resolution of the Board
of Directors for the above shall not be less
than three-fourths of the remaining directors.
The appointment of the Board of Directors by
the Shareholders Meeting shall be in
accordance to the Companys articles of
association as disclosed under the heading
Management Structure in Form 56-1 and in

the Companys Annual Report.
5.1.4 External Directorship
The Executive Chairman of the Company
shall obtain prior approval for any external
directorship from the Nomination and
Remuneration Committee.
All other Senior Management of the
Company shall obtain prior approval
for any external directorship from the
Managing Director or the Executive
Chairman of the Company.
5.2 Sub-committees
The Board approved the establishment of two
sub-committees to assist the Board in screening
details in order to achieve operational efficiency as
follows:
5.2.1 Audit Committee
The Audit Committee comprises of three
Independent Directors, all of whom have been
appointed to oversee certain issues in various
areas within the scope of power, duties and
responsibilities assigned to them by the Board
of Directors. The Audit Committee reports the
results of its each meeting to the Board of
Directors meeting. Furthermore the Chairman
of the Audit Committee has adequate expertise
and experience in reviewing the creditability of
the financial reports. The members and the
scope of duties and responsibilities of the Audit
Committee have been disclosed under the
heading Management Structure in Form 56-1
5.2.2 Nomination and Remuneration Committee
comprises of three members, all of whom have
been appointed to oversee the nomination of
directors, executives including determine the
remuneration for such persons. The Nomination
and Remuneration Committee also reports the
results of its each meeting to the Board of
Directors Meeting. The members and the

scope of duties and responsibilities of the
Nomination and Remuneration Committee have
been disclosed under the heading Management
Structure in Form 56-1 and in the Companys
Annual Report.
5.3 Roles, Duties and Responsibilities of the Board

of Directors
5.3.1 Roles and Duties of the Board of Directors
The Board of Directors has a significant duty
to supervise the Companys administration
to ensure that it meets the objectives and
follows the prescribed strategies. The Board
of Directors continuously follows and evaluates
the Companys performance to ensure
transparency and maximum benefit for
shareholders and all groups of stakeholders.
The Board of Directors also oversees the
Companys operation to ensure its effectiveness
and efficiency. Details of the Board scope of
duties and responsibilities have been
disclosed under the heading Management
Structure in Form 56-1 and in the Companys
Annual Report.
5.3.2 Corporate Governance
The Board of Directors has a significant duty
to supervise the Companys administration to
ensure that it meets the objectives strategies
and plans that have been approved by the
Board. In order to achieve maximum benefit
to the Company and all of its stakeholders;
the Board of Directors has delegated its
authority and responsibility to the management
clearly.
In addition the Board of Directors also
controls the management and the business
operations of the Companys subsidiaries and
associated companies in order to maintain the
benefits of the Companys investments in
those subsidiaries and associated companies.
Furthermore the Companys management are
represented as directors and management in
57
those subsidiaries and associated companies

at least in the proportion of shares held by
the Company. The nominated management
that are representing the Company must
perform their duties in the best manner that
would benefit the subsidiary and associated
company, which must also be approved by
the Companys Board prior to the vote on
significant matters that are in the same level
as the Companys matters. In addition, the
Company also needs to check the regulations
of the subsidiary related to connected
transactions, acquisition and disposal of
assets or any other significant corporate
transactions are complete and accurate and
the disclosure of such transactions are made
on arms length basis, similar to that of the
Company. Moreover the Company also needs
to monitor the filing and recording of documents,
so that the Company may use the information
for review and preparation of the consolidated
financial statement in a timely manner.
5.3.3 Code of Business Conduct
The Company holds strongly to the belief that
good business ethics is one of the key
elements for sustainable growth. To protect
the interest of all stakeholders and in the
interest of promoting and advocating good
business ethics throughout the organization,
the Company has adopted the Code of Business
Conduct, approved by the Board of Directors
and communicated to the directors, executives
and employees throughout the organization
and disseminate through the Companys website
(www.thaiwah.com) in order to understand
and to strictly adhere to the Code accordingly.
5.3.4 Conflicts of Interest
The Board of Directors gives great attention
to issues of conflicts of interest. Considerable
efforts have been made to prevent directors,
executives and employees from reaping
personal benefits through their positions as
58 A n n u a l R e p o r t 2 0 1 4
directors, executives or employees. Business

transactions which may lead to conflicts of
interest are considered by the Audit Committee
and the Board of Directors, where stakeholders
are excluded from the decision making process.
5.3.5 Internal Audit and Control
Internal Control
The Company realizes the significance
of effective system of control, such as
Standard Operating Procedures, particularly
in management and operations. Hence,
the duties and responsibilities of the
employees and the management are
clearly defined.
Internal Audit
Internal audit is an independent function
within the Company which reports directly
to the Audit Committee on audit matters
and to the Managing Director on administrative matters. Internal audits are performed
to assist the Board and Management in
the discharge of their corporate governance
responsibilities and to improve and
promote effective and efficient business
processes within the Company. The
internal auditor plans its internal audit
schedules annually in consultation with,
but independent of, Management and its
plans are submitted to and approved by
the Audit Committee. The Audit Committee
reviews the activities of the internal auditors
on a quarterly basis.
5.3.6 Internal Audit and Control
In the interest of good governance practice,
the Company uses the Code of Business
conduct to guide the use of inside information
which is announced to all the directors,
executives and employees throughout the
organization for them to understand and is
encourage complying with.
The Company has notified the Board of

Directors and Executives in regard to the
announcement of the SEC that requires the
directors and executives to report changes in
their holdings of securities to the SEC under
Section 59 of the Securities Exchange
Commission Act of 2535 within 3 days, should
there be any changes to their holdings. In
addition, the Board of directors and executives
are also required to notify the Company
Secretary in order for the changes to be
recorded and summary of each directors and
executive officers security can be presented
to the upcoming board meetings. The Board
of Directors and Executives officers are also
informed of the penalties in case of violation
or non-compliance with such requirements.
The Company has taken measures to prevent
the use of inside information (Insider Trading).
Board of directors, management and employees,
regardless of rank, are prohibited from
disclosing confidential and price-sensitive
corporate information or dealing in the
Companys shares during the Embargo period
which includes two weeks before and up to
the date of the announcement of results for
each of the first three quarters and one month
before and up to the date of the announcement
of results of the full-year financial results
respectively. The Company Secretary will
inform clearly one week in advance regarding
the blackout period to the directors, management
and employees.
As such the above guidelines have been
approved by the Board of Directors.
5.3.7 Remuneration of the Auditors
Audits Fee
The Company and its subsidiaries paid
the audits fee to the audit firm for the
following fiscal year in the amount as
shown below:
Company
Audits fee
Company
983,000 Baht
Subsidiary companies
- 26 companies
in Thailand
1,992,000 Baht
- 1 company
in Vietnam
253,000,000 Dong
Non Audit Fees

-N/A-
5.4 Meetings of the Board and Sub-committees

The Board of Directors
The Company conducts regular Board meetings in
order to closely follow the Companys performance.
Additional meetings are also convened as and when
the circumstances warrant. Throughout the year
2014, a total of 4 Board of Directors meetings was
held. At each meeting, the Company would inform
the Board of directors in advance so that they could
manage their time and could attend the meetings. In
addition, the Board of directors would receive the
agendas and the supporting documents in advance
to study before attending the meeting.
The details of attendance of the Directors for 2014
are as follows:
No. of
Board of Directors
Attendance
Ms. Pinyada Viriya
4
4
2
Mr. Somchai Towiwat
4
4
Mr. Ariel P Vera
4
4
4
4
During the meetings, the Chairman of the Board
would preside over and duly conduct the meetings.
All the members of the Board are allowed to express
their opinions freely. The resolutions are passed with
a majority vote, providing that one director is eligible
59
for one vote. The director with any interest in the

issue under consideration or the director ineligible to
vote is excused and to be absent during voting.
The Audit Committee
In 2014, the Company conducted 4 Audit
Committees meetings, and each Audit Committee
members attended the meetings as follows:
Name
Mr. Somchai Towiwat
No. of
Attendance
4
4
4
The Chairman of the Audit Committee allotted

sufficient amount of time to allow the management
to present information and the members of the Audit
Committee to discuss important issues in great
depth. Additionally, when the Companys financial
statements were reviewed, the Companys auditor
from D I A International Audit Company Limited was
asked to attend the meeting. The Audit Committee
has the absolute right to participate in an inspection
or request cooperation from the management of the
Company. The Audit Committee has the absolute
discretion to request a director or a senior executive
to attend a meeting. In addition, in 2014, the Audit
Committee attended 1 non-management meeting
with the external auditor to deliberate accounting
approaches and audit plans.
In 2014, the Company conducted 2 Nomination and
Remuneration Committee meeting and each
Nomination and Remuneration Committee members
attended the meetings as follows:
Name
Mr. Somchai Towiwat
Ms. Pinyada Viriya
60 A n n u a l R e p o r t 2 0 1 4
No. of
Attendance
2
2
2
The Chairman of the Nomination and Remuneration

Committee allotted sufficient amount of time to allow
the members of the Nomination and Remuneration
Committee to discuss important issues in great
depth in order to consider the nomination of the
directors, executives, and determine the remuneration
in appropriate. Including other agendas related to
the duties and responsibilities of the Nomination and
Remuneration Committee.
5.5 Board of Directors Report

Financial Reports
The Board of Directors has responsibility to
shareholders for the consolidated financial statements
of the Company and its subsidiaries, as well as
financial information which appears in the annual
report. Such financial statements are prepared in
accordance with the generally accepted accounting
principles, and the quarterly financial statements are
reviewed every quarter by an audit firm which also
thoroughly audits the annual financial statements.
Essential information related to the financial
statements is disclosed clearly and in full in the
notes to financial statements.
Minutes of the Meeting
After the meeting, the Company Secretary is
responsible for preparing the minutes, and sending
the certified copies to the directors. The minutes
must then be approved at the following Boards
Meeting, where the directors may make comments,
corrections, or additions to ensure the greatest
accuracy and completeness.
Minutes of the meetings of the Board of Directors
and other sub-committees are well recorded and
correctly detail all important issues in full, including
opinions and questions of directors. All meeting
minutes and other documents related to the
meetings are systematically stored in a safe place.
5.6 Development of Directors and Managements

The Company constantly encourages its directors,
executives and employees to develop their
knowledge and skills by attending various seminars
and training programs offered by relevant
organizations, such as the Stock Exchange of
Thailand, the Office of the Securities and Exchange
Commission, etc. Furthermore the Company also
distributes relevant information to the directors and
executives of the Company in order to keep them
abreast of latest developments that will enable them
to make informed decisions which will contribute to
the efficiency and effectiveness of their work.
5.7 Orientation
The Company has provided information on the
business of the Company and other information
related to the operations of the Company to the new
directors. Such materials are useful for them in
performing their duties as directors of the Company.
61
Corporate Social Responsibility

The Group commits itself to conducting its business with
accountability to social communities, the environment
and stakeholders by practising the principle of corporate
social responsibility (CSR) as a guideline to doing
business. In a bid to protect all stakeholders interests,
the Companys code of business conduct approved by
the board of directors applies. This focuses on integrity,
transparency, corporate governance and social ethics to
maintain the Groups sustainable growth. The code of
business conduct has been disseminated to the senior
management and staff members of the Group so that
they can use it as guidance on the performance of their
duties.
1. Fair conduct
Fair competition
The Company recognises the importance of equal
and fair treatment of its counterparties by taking the
following actions:
providing correct and adequate information and
advice in a timely manner to ensure their proper
knowledge of our products and services;
clearly stating the terms and conditions of each
sale and purchase transaction and strictly
complying with those provisions;
delivering good quality products that have fair
prices and meet the customers requirements;
and
appointing a procurement committee responsible
for implementing the bidding procedure in relation
to any transactions worth more than one million
baht, so that all information in the proposals will
be reviewed by the committee to promote fairness.
62 A n n u a l R e p o r t 2 0 1 4
Respect of others property

To recognise the importance of the property rights of
others, the Company has established a policy
applicable to the senior management and staff
members. Under this policy, senior management
must prevent the Company from violating any legal
rights of stakeholders, including its employees,
counterparties, social communities, business competitors
and creditors, through any acts or decisions made.
The Company also has an anti-piracy policy.
Supply chain management
To recognise the importance of supply chain
management, the Company has drawn up guidance
on the performance of duties by the senior management
and staff members to ensure collaboration between
the Company and various stakeholders in a bid to
enhance the Companys sustainable wealth and
growth.
2. Anti-corruption
The Companys board and senior management

comply with the code of business conduct relating to
anti-corruption by:
dealing with a conflict of interest in a careful,
honest, fair and independent manner to best
benefit the Company; and
establishing and maintaining the internal audit
and control system relating to finance, operations
and compliance. Given there is an emphasis on
signalling an alert in relation to any irregularities,
the internal audit and control system should be
implemented along with risk management.
3. Respect of human rights
Respecting human rights is one of the Companys

concerns, which is incorporated into its code of
business conduct. Under this code, the board of
directors and senior management must recognise
the value of the Companys human resources by
offering them reasonable remuneration in order to
motivate and retain high-performing employees, and
treating all employees fairly and equally, free of bias.
Each individuals rights and freedom must be respected.
The board of directors and senior management are
responsible for ensuring the Companys business is
managed in such a manner that does not involve
violation of human rights. All employees are free to
submit a written complaint to their supervisors. If an
employee commits a wrongdoing, the Company
applies its review procedure that promotes fairness.
4. Fair labour treatment

Employment and labour relations
The Company has a policy to employ legal labour,
free of discrimination based on gender, race, religion
or sexual orientation. Hiring forced labourers or child
labourers (under the age of 18 years old) is prohibited.
Disabled persons are given employment opportunities
for any suitable positions to improve the quality of
their lives. The employment conditions, working
conditions and fringe benefits are well managed in
compliance with labour law on the basis of fairness,
social ethics and transparency. The nomination,
selection and appointment procedure of Company
personnel is of great importance. The Companys
key considerations when hiring are a candidates
knowledge, ability, experience, and suitability for the
relevant job position. These requirements will also
be taken into account for determining the
employees wages and reviewing their job promotion.
The Company provides various fringe benefits and
facilities, including medical expenses, accident
insurance, recreation facilities, internal and external
training courses, to improve the quality of its
employees working conditions.
The Company has set clear policies on the

remuneration and welfare benefits which
commensurate with market rates in the same
industry and with the performance of the Company
and the individual, as set out in the Code of
Business Conduct which has been approved by the
Board of Directors.
Occupational health and safety

The Company promotes continuous training and
development to develop its employees skills,
knowledge and ability, and to prepare them for their
future careers. The training and development places
particular emphasis on building team spirit, as well
as promoting environmental and occupational health
and safety. In relation to the latter, the Company
provides training to its employees on environmental
and occupational health and safety, ISO 9001:2008
quality management, personal healthcare, factory
sanitation and the GMP certification standards.
The purpose of such training is to enhance the
employees morale, stability, and quality of working
conditions, as well as to improve their leadership
and commitment to the Company as an organisation.
On account of the Companys continued campaign
to minimise accidents in the workplace, the rate of
work-related accidents has decreased. There have
been no records of death or severe accidents in the
Groups manufacturing factories. These factories
joined with a government campaign for an award of
excellence in environmental and occupational health
and safety, launched by the Welfare and Labour
Protection Department and Ministry of Labour. The
objective of the campaign was to promote employee
alertness on this issue, work discipline, compliance
with safety measures, and cooperation in preventing
work-related accidents.
63
5. Responsibility to consumers
Consumer health and safety
All staff members are encouraged to recognise
the importance of safety at all stages of the
manufacturing procedure. The Company operates an
efficient reverse examination system that can prove
the manufacturing procedure through a scientific
method using standard and advanced technology
equipment. It aims to make food products using the
food safety management system according to the
HACCP and GMP standards, to control against any
hazards and to comply with laws and regulations
relating to food safety applicable in Thailand and
other countries in which the counterparties operate.
The Companys organisational procedure has been
continuously improved to manage the clear disclosure
of complete and correct information to all relevant
parties.
The Company has a policy to produce good quality
and high standard products using state-of-the-art
technology, and maintains a quality control system
covering all stages of its manufacturing procedure.
The Companys products have won awards for the
following international standard certifications: ISO
9001:2008, Good Manufacturing Practice (GMP),
Hazard Analysis Critical Control Point (HACCP),
KOSHER and Halal.
Marketing communications and customers
privacy
The Company commits itself to producing good quality
and clean food products and punctual delivery so as
to satisfy consumer requirements. The Company
continuously improves its manufacturing quality control
system to ensure it meets international standards.
The Companys 2014 customer survey results
revealed 91% of customers are satisfied with the
Companys products and service. This result reflects
the Companys sound business performance, and
serves as a benchmark for further improvement of its
products and services.
64
Annual Report 2014
6. Environmental care
Sustainable use of resources
In the present day, energy use is one of the key factors
in economic improvement. Greater demand for energy
arising from economic expansion and the worsening
crisis of energy costs alerted the Company to the
importance of sustainable energy use. The Company
has put energy preservation and alternative energy
sources into action by installing a system to generate
biogas from waste water released from its factories.
Biogas is used as a fuel in generating thermal energy,
which substitutes for furnace oil in the manufacturing
procedure of cassava starch. In addition to the direct
benefit that the Company and its subsidiaries obtain
from cost reductions, the biogas system also brings
about a decrease in greenhouse gas emissions. Apart
from that the subsidiary companies are also certified
with ISO 140001: 2004 standard which represents the
Environmental Management System with the purpose
of making the organization aware of the importance of
environmental management and developing the
environment along with business development by
focusing on preventing the pollutions released and
continuous development.
In 2014, the Companys factories and its subsidiaries
used biogas instead of furnace oil in the manufacturing
process, resulting in the volume of biogas to be 9.4
million cubic substituting 5.1 million liters of furnace oil.
However this does not include the company located in
Pimai, Nakorn Ratchsima, where the testing of the
biogas system began during November 2014.
Prevention and mitigation of pollution
To carry out the biogas project to replace the furnace
oil with biogas, the Group uses the Covered Lagoon
Bio Reactor (CLBR) technology, which incorporates in
itself the advancements, high capacity and stability and
carries the low cost of quality control. The CLBR
technology has dual function both in biogas generation
and waste water treatment. In addition to producing
benefits in the form of cost reductions, the biogas
project efficiently assists in environmental management.
The benefits in respect of mitigating environmental
effects are as follows:
Quality of discharged water: After the waste

water passes the CLBR system, the concentration
value of organic compounds will reduce to 9597% for both the Company and its subsidiaries.
Subsequently, the waste water enters the open
treatment system, which is the original system
used by the factory that meets applicable standards
of the Department of Industrial Works.
Reduction in greenhouse gas emissions:
Methane is a type of greenhouse gas that produces
21 times harsher effects than carbon dioxide.
Reducing methane emissions into the atmosphere
by reusing it as a source of energy can also
reduce the emission of carbon dioxide.
The group estimated that in 2014, the CLBR system
would reduce the greenhouse gas emissions by not
less than 90,000 tons equivalent to carbon dioxide
(tCO2e). This does not include the company located
in Pimai, Nakorn Ratchsima, where the testing of
the CLBR system began during November 2014.
Smell: The CLBR system assists in eliminating
the unpalatable smell of waste water discharged
from the manufacturing procedure by using a
close-covering system.
Sanitary condition of the Companys employees
and local communities: The cause of the problem
will be solved in the manner that the unpalatable
smell and waste discharged from the manufacturing
procedure will be eliminated.
7. Social and community development

Role in the market and job creation
The Company and its subsidiaries have always
recognised the importance of improving the quality
of life of local communities by participating in social
and community development for sustainable growth
as follows:
Mushroom farming in local schools: Soil
remnants and cassava peels left from the
manufacturing procedure are used in mushroom
farming at local schools. This encourages
students, whose parents are employed by the
Company, to gain knowledge for potential future
careers. The practice of farming also generates
income to benefit local communities. Field trip
budgets, raw materials procurement, and the
establishment of farming facilities are sponsored
by the Company. Each school may prepare
lunches for the students using the mushrooms, or
sell them to local customers at a cheaper price
throughout the year. In addition, this programme
implants a hard-working sprit in the local students,
and imparts knowledge to them that can be
applied to support their families in the future.
The cassava farmers suffered a decline in crop
volume, affecting the volume of fresh cassava
roots-a key raw material of the Companys
manufacturing activities. This problem was
caused by poor crop rotation practices where
The Company and its subsidiary were given the outstanding award for alternative energy from the Ministry of Energy for
installing the biogas system that generates biogas from the waste water released from the factories that substituted furnace oil.
65
farmers failed to use proper methods of

improving deteriorated soil in the plantations of
cassava and sugarcane for long periods of time.
In response, the Company launched a programme
to promote growing varieties of beans to serve
as green manure to improve deteriorated soil.
The objective of this programme was to
encourage the farmers to use natural fertilisers
(as opposed to chemical fertilisers) to improve
soil quality. In collaboration with government
authorities and local community leaders, the
Company has campaigned to educate farmers
by organising tutorial sessions, distributing
fact sheets, and distributing leaflets inviting
the farmers to sell their cassava crops to the
Company. This programme is expected to resolve
the problem relating to soil deterioration, which
will in turn reduce manufacturing costs and
increase crop volume.
Participation in local community

The Group emphasises cooperating with local
communities and other organisations in economic
and social development activities. The objective is
to promote strong and sustainable development of
local communities. The Group has played its role in
tackling social issues and joining social improvement
activities as follows:
In response to an outbreak of mealybugs causing
damage to cassava planters crops, the Group
launched a programme to raise and breed
parasitic wasps in a laboratory of the Companys
factory. The goal was to eventually release the
wasps to the farm to eradicate the mealybugs. In
addition to coping with the outbreak of mealybugs,
the objectives of this programme were to encourage
farmers to eradicate pests using natural methods,
minimise the use of chemical substances, and
reduce the cost of cassava plantation. The Company
has transformed the lessons of this programme
into tangible pieces of knowledge and advice,
and provided them to local farmers and the public.
66 A n n u a l R e p o r t 2 0 1 4
Encourage farmers to use the waste water

released from the factories for their agricultural
use instead of the fertilizers and chemical
substances which will in turn reduce the
manufacturing cost and increase the farmers
income, while the factories can benefit from the
reduced cost of waste water treatment.
In 2014, the Company and its subsidiaries donated
money, labour, and general necessities to the local
communities, corporate entities, government bodies
and organisations to improve the well-being of local
communities. This included:
Assisting in a campaign to plant a mangrove
forest and gather garbage by working with the
youth and the elderly at Koh Nok, Thakham
sub-district, Bangpakong district, Chachoengsao
province;
Assisting in projects to teach the people in the
local communities with the skills and abilities to
bake bread out of tapioca starch and sago so
that they can increase their income.
Assisting continuously in a campaign run by the
Department of Industrial Works to enhance the
industrial factories potential for corporate social
development (CSR-DIW).
Encourage the medical oxygen tanks to the
Village Health Volunteer (VHV) in order to provide
them to patients in the community who do not
receive adequate medical treatment. Thus giving
the Company the opportunity to establish good
relationship with the community.
Orientation and demonstration of the tapioca
plantation to the farmers in order to help them
understand how to increase the productivity and
their income from tapioca plantation.
Community development projects such as renovating
the playgrounds in local community schools.
Building a Sepak Takraw field for employees,
visitors and especially the delivery drivers who
have to wait for the loading of the goods, to have
a place for exercising. Having a good physical
and mental health is good for employees as it
will enable them to work efficiently.
Anti-Fraud Policy
The Board of Directors had approved the Code of
Business Conduct which the Company and its
subsidiaries would carry out their work based on the
principles of good corporate governance and would not
be involved in any corruption activities. Such policy has
been announced to all employees for them to comply.
The Board of Directors also approved the Anti-Fraud
Policy which requires all of its employees at all times to
act with the highest levels of honesty and integrity
and to safeguard the Groups resources for which they
are responsible especially if he is involved with cash
or payments systems, receipts, inventory or dealings
with contractors or suppliers. Employees should alert
their immediate supervisor where they believe the
opportunity for fraud exists because of poor internal
control procedures or lack of effective supervision. It is
the responsibility of every employee to report details
immediately.
The Group requires its employees to avoid situations
involving any direct or indirect conflict between the
employees personal interests and those of the Group or
clients, in particular:
Any situation giving rise to the appearance of such
a conflict should be avoided. A conflict or the
appearance of a conflict situation can arise when an
employees action or decision which has an effect on
his/her own personal interest but having an opposite
effect on the Groups interest makes it difficult for
him/her to objectively and effectively perform his/her
responsibilities to the Group.
The employees must not to seek rewards or gifts for

yourself or others from anyone with whom the Group
does business and not to accept entertainment or
gifts that could influence, or appear to influence, any
Group decisions. To also include policies on banning
the offer or acceptance of favours, inappropriate
gifts, or the promise of gifts to influence business
decisions in any way.
All directors, senior management and employees shall
ensure that their actions in the conduct of business
are totally transparent including appropriate segregation
of duties and processes to monitor them all. The Board
of Directors had approved the Whistle-Blowing Policy
in order to provide the employees and third parties with
a mechanism by which they can raise concerns free of
any discrimination, retaliation or harassment. The Group
will accept anonymous report and confidentiality and
anonymity will be honored throughout the reviewing
process. The reporting channel or complaints of
wrongdoing including a detailed of the reviewing
process are disclosed under the heading Corporate
Governance in the Form 56-1 and the 2014 annual
report of the Company.
The employee must separate his personal affairs

from Group business.
The employee must not personally gain, financially
or otherwise, by taking advantage of the Groups
asset, nor does business that competes with the
Groups business.
67
Internal Control and Risk Management

The Companys Board of directors recognizes the
importance and assesses the internal control system
annually by means of inquiring from managements
based on the guidelines for evaluating the adequacy of
internal controls as set out by The Securities and
Exchange Commission. Furthermore, the Board of
Directors has determined the standard operating
procedure and practice for internal control and risk
management based on the guidelines of COSO (The
Committee of Sponsoring Organization of the Tread way
Commission). This also includes the establishment of
internal audit department for auditing, reviewing,
assuring and reporting directly to the Audit Committee.
The Board of Directors also recognizes the importance
of planning for risk management to include risks that are
either caused by external factors (inherent risks) and
risks caused by internal factors (control risks), which
may impact the business operations to include only
acceptable level of risks or impacts that are immaterial.
Additionally, adequacy and appropriate control are in
place for subsidiaries and related party transactions. On
the effective of internal control system, the Company
may operate effectively and efficiency by meeting its
target with financial reporting that are correctly and
reliable. Below are the internal control and risk
management based on the COSO guidelines as follow:
Control Environment: Board of directors have provided
management system and set up organizational chart
that are apparent, independent and practical which have
been communicated efficiently. In order to achieve the
Companys success in targets and policies have been
implemented such as the policies related to good
corporate governance, business ethics and code of
business conduct for all the managements and
employees. So, all business operations are carried out
with transparency and fairness to the Company and
other individual.
68 A n n u a l R e p o r t 2 0 1 4
Risk management: Board of directors analyzed and

evaluated factors that may cause risk to the Company
for determining the control for these risk factors and
also provide risk management in order to reduce the
impact of risks that may arise in case the defined
business objectives are unable to be achieved.
Control activity: Board of directors have determined
the segregation of duty, operation practice explicitly,
level of authority, responsibility and defined the standard
operating procedure to ensure that the operation is
correct and appropriate.
Information system and communications: Board of
directors recognizes the importance to the information
system and data communications by establishing
information technology department that regulates
and continuously develops the system so that
communications and operation of work can be done
accurately and up to date. Furthermore the information
system allows important information to be
communicated to managements within reasonable
period so that business decisions can be made
effectively. Apart from this, the Board has also
established policies based on the laws of Computer
Related Crime Act to govern the use of sensitive
information and other companys equipment. The
information of policies, regulations, code of conduct
including other documentations and announcements are
communicated within the organization through channels
via email and intranet to the employees.
Monitoring: Organizing the Board of directors and Audit
Committee meeting once each quarter and regularly
organizing the Board of directors meeting. In order to
analyze, evaluate and summarize performance to
ensure that its meetings the business target. And also
plan and improve business performance by tracking and
fixing any inaccuracies that may occur.
Base on the policies and practices on internal controls,

the Board of directors considers the Companys internal
control system to be adequate, appropriate and efficient
and no significant material weaknesses in the Companys
internal control system. In addition, the audit of the
Companys and subsidiaries financial results for the
year 2014 which was carried out by D I A International
Audit Co., Ltd., as the external auditor of the Company,
no material weaknesses in the internal control system
was detected.
Head of internal audit

The Audit Committee meeting had appointed
Mr. Narupon Wuttichai to be the head of the internal
audit department base on his qualifications, knowledge
and his abilities to perform the tasks. He has attended
several training courses of internal audit by The Institute

of Internal Auditors of Thailand. He also has experience
in auditing and reviewing financial statements of other
enterprises which can be applied in his practice.
Mr. Narupon has full understanding of the Companys
processes and procedures. Overall, the Audit Committee
is satisfied with the appointment of Mr. Narupon as the
head of internal audit and believes that he has full
ability in performing his role.
The appointment, transfer and dismissal of the head of
internal audit of the company must be approved by the
Audit Committee. Further details on the qualifications of
the head of internal audit can be seen in attachment 3 to
Form 56-1, and under the heading Profile of the Head of
Internal Audit Unit in the Companys 2014 Annual Report.
69
Profile of the Head of Internal Audit Unit

Name :
Mr. Narupon Wuttichai
Age :
32 Years
Educational Background : Bachelor of Accounting, Bangkok University

Certified Public Accountant No. 10419
Cooperative Audior in Thailand No. 10395
Experience :
2012 - Present
Internal Audit Manager,
2011 - 2012
Audit Manager,
Marzars Limited
2004 - 2011
Audit Manager,
KPMG Phoomchai Audit Ltd
Training and Seminar :
70 A n n u a l R e p o r t 2 0 1 4
Skill for New Auditor In-Change, The Institute of Internal Audit

Risk Assessment of Internal Control COSO, ERM by function
TFRS & IFRS
Taxation
Opinion of the Board of Directors on the Companys

Internal Control
The Board of directors has assessed the Companys
internal control system by inquiring from the management
and relying on the Audit Committees report. The Board
of Directors are of the opinion that the Companys
internal control system, comprising of 5 components
namely control environment, risk assessment, control
activities, information & communication and monitoring
activities, is adequate with sufficient personnel to
conduct the system efficiently and that no material
weaknesses are found in the Companys internal control

system. This also includes the internal control system to
monitor the operations of its subsidiaries to ensure that
the assets of the Company and its subsidiaries are
protected and not misused by directors or management.
In addition, the internal control system in regard to
entering into the connected transactions is also
adequate.
(Ms. Pinyada Viriya)

71
Report of the Audit Committee

The Audit Committee of Thai Wah Starch Public
Company Limited comprises of 3 independent
directors namely Ms. Tawiratt Narasuj as the Chairman
of the Audit Committee, Mr. Somchai Towiwat and
Mr. Teerawut Charoensuk as members of the Audit
Committee.
In 2014, the Audit Committee held 4 meetings with 100
percent attendance of its members. The Companys
senior management, internal and external auditors were
also present during the meeting for the appropriate
items of the agenda. Summaries from each meeting
were presented to the Board of Directors.
The Audit Committee carried out all its duties within the
limitations as delegated by the Board of Directors of the
Company and in accordance with the regulations of
Thai Wah Starch Public Company Limited. Under its
scope of authority and responsibilities, which is in
conformance with the regulations as set forth by the
Stock Exchange of Thailand, the Audit Committee
addressed the following areas:
Review of the quarterly, 2014 annual financial
statements, and consolidated financial statements of
the Company to assure that they have been prepared
according to the generally accepted accounting
standards and the 2004 Accounting Act as well as the
applicable rules, regulations and announcements of the
Stock Exchange of Thailand and the Securities
Exchange Commission, including adequate disclosure of
financial information and timely preparation. In addition,
the Audit Committee had held one meeting with the
auditors without the presence of the Companys
executive officer to determine the course plan of the
audit.
72 A n n u a l R e p o r t 2 0 1 4
Review and evaluation of the Internal Control

The Audit Committee reviewed the internal control
system of the Company and its subsidiaries which
follows the internal control framework as set out by
COSO (The Committee of Sponsoring Organization of
the Treadway Commission) comprising of 5 components
namely internal control, risk assessment, operational
control, information & communications and monitoring
activities. The Audit Committee is satisfied that the
Companys and its subsidiaries internal control is both
sufficient and appropriate to support the business
operations. The Company has established an internal
audit department where the officer in chief has adequate
knowledge and experience in auditing financial
statements of various businesses including attending
training courses and seminars related to the practice of
internal audit provided by the Association of Internal
Auditors of Thailand. The Audit Committee made
recommendations on certain aspects to the internal
audit team to be in line with the auditing standards on
internal controls. Additionally, an assessment was made
jointly with the auditors on the Companys internal
control who are of the opinion that no significant issues
or material weaknesses were found in the internal
control, concluding that the Company internal control is
adequate and effective.
Transactions with related parties
The Audit Committee made an assessment of
transactions between the Company and its subsidiaries
to assure that the Company carried out the transactions
according to normal conditions in operating the business
and made full and sufficient disclosure.
Good Corporate Governance Policy
The Company places importance on managing with
good governance and supervision to maintain
transparency and good ethics for bolstering the
confidence of related parties.
Consideration for the Appointment of Auditors for 2015

Due consideration and agreement was given for
appointing EY Office Limited, with Mr. Sophon
Permsirivallop, Certified Public Accountant No. 3182
and/or Ms. Rungnapa Lertsuwankul, Certified Public
Accountant No. 3516 and/or Ms. Pimjai Manitkajohnkit,
Certified Public Accountant No. 4521 and/or Ms.
Rosaporn Decharkom, Certified Public Accountant No.
5659 and/or Ms. Sumana Punpongsanon, Certified
Public Accountant No. 5872 as auditors of Thai Wah
Starch Public Company Limited for the year 2015 to be
proposed to the Board of Directors for further
consideration and approval at the 2015 Annual
Shareholders Meeting.
In 2014, the Audit Committee has performed its duties

prudently and independently and issued its opinion
for the benefit of the company, receiving information,
resources and cooperation from management without
exception. From the review and supervision under the
scope of responsibilities in the aforementioned topics,
it can be summarized that the efficiency and
appropriateness of internal control, administrative
management and corporate governance practices are
adequate and transparent. In addition, the company has
continuously improved auditing system to be effective
and suitable to the business environment. All relevant
information with materiality has been sufficiently
disclosed in the Notes to the financial statements in
accordance to related regulations.
(Ms. Tawiratt Narasuj)

Chairman of the Audit Committee
20 February 2015
73
Board of Directors Responsibility for the Companys

Financial Statements
The Board of Directors is responsible for the Companys
financial statements including the notes to the financial
statements.
is no material weaknesses in the Companys internal

accounting controls, internal control system and
standard operating procedures.
In its review of the financial statements, the Board

of Directors has relied upon the reports and work
performed by the Companys external auditors, D.I.A.
International Audit Company Limited, and the
Companys Audit Committee which has carried out
extensive discussions with management of the
Company. The Board has also satisfied itself that there
The Board of Directors is therefore able to conclude that

the financial statements for the year ended 2014 have
been prudently prepared in accordance with generally
accepted accounting principles to give a correct and
complete presentation, in all material aspects, the
financial position of the Company.
On behalf of the Board

Thai Wah Starch Public Co., Ltd


74
Annual Report 2014
(Mr. Umnad Sukprasongphol)


AND SUBSIDIARY COMPANIES
FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2014
75
AUDITORS REPORT
To the Shareholders of Thai Wah Starch Public Company Limited
I have audited the accompanying consolidated and separate financial statements of Thai Wah Starch Public
Company Limited and its subsidiary and of Thai Wah Starch Public Company Limited, which comprise consolidated
and separate statements of financial position as at December 31, 2014, consolidated and separate statements of
comprehensive income, consolidated and separate statements of changes in shareholders equity, and consolidated
and separate statements of cash flows for the year then ended, including notes of summary of significant accounting
policies and other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
the financial reporting standards, and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud of error.
Auditors Responsibility
My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in
accordance with standards on auditing. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the financial statements.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion.
76 A n n u a l R e p o r t 2 0 1 4
Opinion
In my opinion, the consolidated and separate financial statements present fairly, in all material respects, the
consolidated and separate financial position of Thai Wah Starch Public Company Limited and its subsidiary and of
Thai Wah Starch Public Company Limited as at December 31, 2014, and their financial performance and cash flows
for the year then ended in accordance with the financial reporting standards.
Other matter
The consolidated and separate financial statements of Thai Wah Starch Public Company Limited and its subsidiary
and of Thai Wah Starch Public Company Limited as at December 31, 2013, were audited by another auditor of our
firm, who expressed an unqualified opinion on those statements, under her report dated February 27, 2014.
D I A International Audit Co., Ltd.
(Miss Somjintana Pholhirunrat)

C.P.A. (Thailand)
Registration No. 5599
February 24, 2015
77
THAI WAH STARCH PUBLIC COMPANY LIMITED AND SUBSIDIARY COMPANIES
STATEMENTS OF FINANCIAL POSITION

Assets
Current assets
Cash and cash equivalents
Temporary investments
Trade and other receivables
Short-term loans to related companies
Inventories
Other current assets
Total current assets
Non-current assets
Available-for-sale investments
Investments in associated companies
Investments in subsidiary companies
Investment property
Property, plant and equipment
Land use right
Deposits at financial institutions subject to restrictions
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Consolidated
2014
2013
Note
6
745,068,294
7 409,675,870
5
8 391,451,756
47,547,352
1,593,743,272
9
10
11
13
14
15
16
21
215,369,450
180,776,857
700,617,288
3,446,152
62,709,000
18,506,133
6,377,689
1,187,802,569
765,464,083
4,082,112
346,159,394
419,544,937
44,464,098
1,579,714,624
576,115,036
366,121,126
74,455,172
243,012,060
29,329,663
1,289,033,057
447,333,111
327,619,896
95,455,172
241,546,839
23,290,629
1,135,245,647
194,485,900
388,575
179,811,682
572,489,859
3,846,223
70,763,000
16,233,341
6,071,661
1,044,090,241
215,369,450
385,457,544
504,000
305,458,856
53,050,000
11,238,167
1,920,980
972,998,997
194,485,900
299,200
572,254,310
504,000
196,587,135
61,028,000
10,395,451
1,924,980
1,037,478,976
2,781,545,841 2,623,804,865 2,262,032,054 2,172,724,623
The accompanying notes are an integral part of the financial statements.
78 A n n u a l R e p o r t 2 0 1 4
(Unit : Baht)
Separate
2014
2013
STATEMENTS OF FINANCIAL POSITION (Cont.)

Liabilities and shareholders equity

Current liabilities
Short-term loan from financial institution
Trade and other payables
Current portion of long-term loan
Short-term loan from related company
Income tax payable
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loan from financial institutions
Employee benefit obligations
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Note
Consolidated
2014
2013
(Unit : Baht)
Separate
2014
2013
17
18
19
5.7
12,157,020
7,446,296
161,555,164 145,523,682 101,628,973 97,622,631
20,040,000 20,040,000
2,566,572
2,510,936
26,400,324 36,087,712 22,388,057 30,699,893
13,232,490 10,295,989
564,534
428,679
235,951,570 221,904,615 124,581,564 128,751,203
19
20
21
18,616,413
57,546,477
25,901,066
7,260,907
109,324,863
Total liabilities
5,340,000
54,805,732
18,785,467
3,218,191
82,149,390
40,947,591
22,640,691
626,500
64,214,782
39,402,868
16,625,329
626,500
56,654,697
345,276,433 304,054,005 188,796,346 185,405,900

79
STATEMENTS OF FINANCIAL POSITION (Cont.)

Liabilities and shareholders equity (cont.)

Shareholders equity
Share capital
Registered
78,750,000 ordinary shares of Baht 10 each
Issued and paid-up
78,536,038 ordinary shares of Baht 10 each
Premium on share capital
Retained earnings
Appropriated - statutory reserve
Unappropriated
Other components of equity
Equity attributable to Companys shareholders
Non-controlling interests
Total shareholders equity
Total liabilities and shareholders equity
Consolidated
2014
2013
Note
787,500,000 787,500,000 787,500,000 787,500,000

785,360,380 785,360,380 785,360,380 785,360,380
177,462,623 177,462,623 177,462,623 177,462,623
22
78,750,000
1,314,053,531
(57,661,501)
2,297,965,033
138,304,375
2,436,269,408
78,750,000
1,227,346,574
(74,848,943)
2,194,070,634
125,680,226
2,319,750,860
78,750,000
1,081,883,606
(50,220,901)
2,073,235,708
2,073,235,708
78,750,000
1,012,673,461
(66,927,741)
1,987,318,723
1,987,318,723
2,781,545,841 2,623,804,865 2,262,032,054 2,172,724,623
80 A n n u a l R e p o r t 2 0 1 4
(Unit : Baht)
Separate
2014
2013
STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2014
(Unit : Baht)
Note
Consolidated
2014
2013
Separate
2014
Sales
4,074,218,905 3,362,208,574 2,958,676,380
Cost of sales
(3,396,421,533) (2,783,856,986) (2,557,449,177)
Gross profit
677,797,372 578,351,588 401,227,203
Dividend income
5,382,628
4,014,025
63,719,668
Other income
28
74,796,749
84,429,965
75,254,875
Profit before expenses
757,976,749 666,795,578 540,201,746
Selling expenses
(224,873,988) (172,621,513) (151,299,002)
Administrative expenses
(171,620,280) (167,310,530) (123,075,274)
Profit before share of loss from investment in associated
companies, finance costs and income tax expenses
361,482,481 326,863,535 265,827,470
Share of loss from investment in associated companies
(4,874)
(2,373)
Profit before finance costs and income tax expenses
361,477,607 326,861,162 265,827,470
Finance costs
(2,967,650)
(1,436,645)
Profit before income tax expenses
358,509,957 325,424,517 265,827,470
Income tax expenses
21
(76,641,181) (74,221,575) (39,676,649)
Net profit for the year
281,868,776 251,202,942 226,150,821
2013
2,479,234,337
(2,129,150,829)
350,083,508
66,665,005
74,676,554
491,425,067
(117,369,581)
(124,472,109)
249,583,377
249,583,377
(96,595)
249,486,782
(37,088,395)
212,398,387

81
STATEMENTS OF COMPREHENSIVE INCOME (Cont.)

Note
Other comprehensive income (loss)
Unrealized gain (loss) on fair value changes on investment
Currency translation differences of subsidiary
Other comprehensive income (loss) for the year
16,706,840
16,706,840
(4,667,960)
(4,667,960)
243,647,633 219,123,941 226,150,821 212,398,387

38,221,143 32,079,001
281,868,776 251,202,942
Total comprehensive income attributable to:

Equity holders of the Company
Non - controlling interests
260,835,075 222,519,605 242,857,661 207,730,427

38,427,115 35,534,840
299,262,190 258,054,445
23
82 A n n u a l R e p o r t 2 0 1 4
(4,667,960)
11,519,463
6,851,503
299,262,190 258,054,445 242,857,661 207,730,427
Net profit attributable to:

Equity holders of the Company
Non - controlling interests
Basic earnings per share (Baht)

Net profit attributable to equity holders of the Company
Consolidated
2014
2013
16,706,840
686,574
17,393,414
Total comprehensive income for the year
(Unit : Baht)
Separate
2014
2013
3.10
2.79
2.88
2.70
83
24
24
78,750,000 1,227,346,574 (66,927,741)

- (156,940,676)
- 243,647,633 16,706,840
78,750,000 1,314,053,531 (50,220,901)
785,360,380 177,462,623
785,360,380 177,462,623
(801,326)
(801,326)
- (156,940,676)
- (156,940,676)
- (25,001,640) (25,001,640)
480,602 17,187,442 260,835,075 38,427,115 299,262,190
(7,440,600) (57,661,501) 2,297,965,033 138,304,375 2,436,269,408
(7,921,202) (74,848,943) 2,194,070,634 125,680,226 2,319,750,860
- 14,744,313 (16,867,926) (2,123,613)

- (78,383,338)
- (78,383,338)
- (26,850,420) (26,850,420)
8,063,624
3,395,664 222,519,605 35,534,840 258,054,445
(7,921,202) (74,848,943) 2,194,070,634 125,680,226 2,319,750,860
- 14,744,313
- (78,383,338)
- 219,123,941 (4,667,960)
78,750,000 1,227,346,574 (66,927,741)
785,360,380 177,462,623
Total
equity
78,750,000 1,071,861,658 (62,259,781) (15,984,826) (78,244,607) 2,035,190,054 133,863,732 2,169,053,786
Consolidated
Attributable to equity holders of the Company
Other component of equity
Other comprehensive income
Unrealized
gain (loss)
Total equity
Retained earnings
on fair
attributable
value
Currency
Total other
to equity
NonStatutory
Retained changes on translation components holders of the controlling
reserve
earnings
investment difference
of equity
Company
interests
(Unit : Baht)
785,360,380 177,462,623
Issued and
paid-up
Premium on
Note share capital share capital
Balance as at January 1, 2014

Changes during the year
Cash paid to non-controlling interests upon liquidation
Dividend paid to shareholders of the Company
Dividend paid by subsidiary company to non-controlling interests
Total comprehensive income (loss) for the year
Balance as at December 31, 2014

Gain (loss) on changes in the status of investment from
associated company to subsidiary company
Dividend paid by subsidiary company to non-controlling interests
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
24

Dividend paid
Total comprehensive income for the year
24

Dividend paid
Note
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Cont.)
Annual Report 2014
84
785,360,380
785,360,380
785,360,380
785,360,380
177,462,623
177,462,623
177,462,623
177,462,623
Issued and
paid-up
Premium on
share capital share capital
878,658,412
- (156,940,676)
- 226,150,821
78,750,000 1,081,883,606
78,750,000 1,012,673,461
- (78,383,338)
- 212,398,387
78,750,000 1,012,673,461
78,750,000
Retained earnings
Statutory
Retained
reserve
earnings
Separate
Total
- (156,940,676)
16,706,840 242,857,661
(50,220,901) 2,073,235,708
(66,927,741) 1,987,318,723
- (78,383,338)
(4,667,960) 207,730,427
(66,927,741) 1,987,318,723
(62,259,781) 1,857,971,634
Unrealized gain
(loss)
on fair value
changes on
investment
(Unit : Baht)
STATEMENTS OF CASH FLOWS
Consolidated
2014
2013
(Unit : Baht)
Separate
2014
2013
Cash flows from operating activities

Net profit for the year attributable to equity holders of the Company 243,647,633 219,123,941 226,150,821 212,398,387
Adjustments to reconcile net profit to net cash provided by
(used in) operating activities:
Profit attributable to non-controlling interests
38,221,143 32,079,001
Depreciation and amortization
47,680,878 34,529,271 23,493,419 16,102,193
Doubtful accounts
1,727,938
1,925,496
3,035,337
3,399,758
Loss on inventory devaluation
1,021,172
2,222,884
1,212,197
2,222,884
Interest income
(9,993,887) (14,639,064) (15,589,388) (15,181,901)
Dividend income
(5,382,628) (4,014,025) (63,719,668) (66,665,005)
(Gain) loss on cash received upon liquidation of the subsidiaries
and associate
(212)
762,341
Gain from sales of assets
(1,121,567)
(29,107)
(900,774)
(450,074)
Gain from sales of investment in subsidiary
(3,247)
Realized gain on exchange rate from dividend income
(670,175) (4,717,020)
Unrealized (gain) loss on exchange rate
4,015,146 (4,762,880)
3,775,493 (5,676,423)
Reversal loss on impairment of investment in subsidiaries
- (9,798,375) (4,126,464)
Reversal of an impairment loss of investment property
(965,175)
Share of loss from investments in associates
4,874
2,373
Provisions for employee benefit obligations
5,901,276
5,664,156
4,027,655
3,885,803
Income tax expenses
76,641,181 74,221,575 39,676,649 37,088,395
Finance costs
2,967,650
1,436,645
96,595
Profit from operating activities before changes in operating assets
and liabilities
404,365,422 347,760,266 211,455,532 178,373,881

85
STATEMENTS OF CASH FLOWS (Cont.)

Consolidated
2014
2013
Changes in operating assets and liabilities
Inventories
Other current assets
Deposits at financial institutions subject to restrictions
Other non-current assets
Other current liabilities
Other non-current liabilities
Income tax paid
Net cash provided by operating activities
Cash flows from investing activities
Interest received
Decrease (increase) in temporary investments
Decrease (increase) in short-term loans to subsidiary companies
Increase in cash on changes in the status of investment
from associated company to subsidiary company
Purchases of property, plant and equipment
Cash received from sales of property, plant and equipment
Receipt of capital return from subsidiary and associated company
Cash received from sales of investment in subsidiary company
Dividend received from subsidiary companies
Dividend received from related companies
Net cash provided by (used in) investing activities
(69,259,559)
27,072,010
(3,083,256)
8,054,000
(2,578,821)
8,608,125
6,083,417
(3,160,531)
6,981,605
(89,540,046)
293,542,366
9,993,887
4,082,112
-
(31,257,813) (38,740,444) (20,405,157)

(122,460,812) (2,677,418) (67,020,625)
1,451,091 (6,039,034) 11,734,887
14,862,000
7,978,000
2,972,000
(1,145,084)
(838,716)
1,473,273
17,417,813
(467,851) (15,559,926)
(4,415,964)
(924,640)
1,018,455
(2,969,343) (2,482,932) (2,533,863)
2,368,808
1,838,652
1,087,645
(62,919,891) (46,992,551) (20,266,698)
158,691,071 122,108,598 70,873,872
14,639,064
(4,082,112)
-
9,017,772
7,668,847
21,000,000 (16,646,000)
224,172
(167,691,163) (138,809,139) (127,849,314) (67,119,581)
1,144,495
1,328,142
923,701
958,936
383,913
- 196,132,001
15,660
- 59,007,215 67,368,000
5,382,628
4,014,025
5,382,628
4,014,025
(146,704,128) (122,685,848) 163,614,003 (3,740,113)
86 A n n u a l R e p o r t 2 0 1 4
(Unit : Baht)
Separate
2014
2013
STATEMENTS OF CASH FLOWS (Cont.)

Consolidated
2014
2013
(Unit : Baht)
Separate
2014
2013
Cash flows from financing activities

Interest paid
(2,967,650) (1,436,645)
(96,595)
Cash received short-term loan from financial institutions
4,710,724
7,446,296
Cash received from long-term loan from financial institutions
33,316,413 43,750,000
Cash paid for long-term loan from financial institutions
(20,040,000) (18,370,000)
Increase in long-term loans and advances from related companies
55,636
61,189
(156,940,676) (78,383,338) (156,940,676) (78,383,338)
Cash paid to non-controlling interests upon liquidation
(801,326)
Dividend paid by subsidiary companies to non-controlling interests (25,001,640) (26,850,420)
Net cash used in financing activities
(167,668,519) (73,782,918) (156,940,676) (78,479,933)
Effect of exchange rate change
434,492
5,500,904
Net increase (decrease) in cash and cash equivalents
(20,395,789) (32,276,791) 128,781,925 (11,346,174)
Cash and cash equivalents at beginning of year
765,464,083 797,740,874 447,333,111 458,679,285
Cash and cash equivalents at end of year
745,068,294 765,464,083 576,115,036 447,333,111

87
NOTES TO FINANCIAL STATEMENTS

1.
GENERAL INFORMATION
Thai Wah Starch Public Company Limited (the Company), is a public company incorporated and domiciled
in Thailand and listed in the Stock Exchange of Thailand on September 16, 1985. The Company and its
subsidiary companies operate their businesses in Thailand, except for one subsidiary company which
operates in Vietnam. The Company and its subsidiary companies are principally engaged in the manufacture
and distribution of tapioca products. The Companys registered address, which is the head-office, is 21/59,
21/63-64 Thai Wah 1 Bldg., 20th - 21st Floor, South Sathorn Road, Tungmahamek, Sathorn, Bangkok.
2.
BASIS OF PREPARATION OF CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

The financial statements have been prepared in conformity with the financial reporting standards principles
enunciated under the Accounting Professions Act B.E. 2547 and presented in accordance with the notification
of Department of Business Development by Ministry of Commerce dated September 28, 2011 regarding the
condensed form should be included in the financial statements B.E. 2554 and the regulation of the Securities
and Exchange Commission regarding the preparation and presentation of the financial reporting under the
Securities and Exchange Act B.E. 2535.
The consolidated and separate financial statements have been prepared under the historical cost convention
except as disclosed in the accounting policies.
An English version of the consolidated and separate financial statements have been prepared from the
statutory financial statements that are in the Thai language. In the event of a conflict or a difference in
interpretation between the two languages, the Thai language statutory financial statements shall prevail.
88 A n n u a l R e p o r t 2 0 1 4
The consolidated financial statements include the financial statements of Thai Wah Starch Public Company
Limited and the following subsidiaries:
Companys name
DI Company Limited
Tay Ninh Tapioca Join Stock Company
Bangna Property Development Company
Limited
Rachada Property Development
Company Limited
Laguna (2) Company Limited
Architrave Design & Planning Company
Limited
Thai Wah Marketing Services Limited
Business Evolution Company Limited
(indirect held by 2 subsidiaries)
(Unit: percent)
Assets as a
Revenues as a
percentage to the percentage to the
Country
Percentage
consolidated consolidated total
of
of
total assets revenues for the years
Nature of business incorporation shareholding as at 31 December ended 31 December
2014 2013 2014 2013 2014 2013
Manufacture of
Thailand 99.99 99.99
1.03 1.17
0.62 0.61
alpha starch
Manufacture of
2.25 2.94
5.75 2.42
tapioca starch
Dormant
0.38 0.41
0.01 0.01
Manufacture of tapioca
starch, glucose and Vietnam
70.00 70.00 12.11 10.48 20.68 22.22
candy
Manufacture of
Thailand 70.00 70.00 11.11 11.24
0.60 1.17
tapioca starch
Property development Thailand 99.99 99.99
2.31 2.45
Holding company
Thailand
- 99.99
- 1.24
- 0.03
(Dissolution)
Holding company
Thailand
- 99.99
- 6.09
0.02 0.13
(Dissolution)
Landholding
3.26 3.45
Landholding
1.47 1.42
Landholding
1.46 1.41
0.13 0.14
Landholding
0.76 0.81
Landholding
0.54 0.58
Landholding
0.25 0.29
Landholding
0.19 0.19
Landholding
0.67 0.71
Landholding
0.23 0.31
Landholding
0.05 0.05
Dormant (Dissolution) Thailand
- 99.40
Dormant (Dissolution) Thailand
- 99.30
Landholding
Landholding
Dormant
0.29 0.30
- 0.01
Dormant
Dormant (Dissolution)
Not commenced
operation
Dormant
Thailand
Thailand
80.00
99.70
0.16
-
Thailand
49.99
49.99
0.01
0.01
89
The financial statements of the overseas subsidiary company are translated to Thai Baht at the average
closing exchange rate as to assets and liabilities, and at the monthly average exchange rate applying during
the year for revenues and expenses. The resultant difference has been shown under the caption of Currency
translation differences in the shareholders equity.
The financial statements of the overseas subsidiary company were audited by its auditor overseas.
Outstanding balance between the Company and subsidiary companies and significant intercompany
transactions are eliminated from the consolidated financial statements.
3.
APPLICATION OF NEW ACCOUNTING STANDARDS

The Federation of Accounting Professions issued the following accounting standards, financial reporting
standard, accounting standard interpretations and accounting treatment guidance that are effective for fiscal
years beginning on or after January 1, 2014.
Accounting Standards
TAS 1 (revised 2012)
Presentation of Financial Statements

Statement of Cash Flows
Income Taxes
Leases
Revenue
Employee Benefits
The Effects of Changes in Foreign Exchange Rates
Related Party Disclosures
Investments in Associates
Interests in Joint Venture
Interim Financial Reporting
Impairment of Assets
Intangible Assets
Financial Reporting Standard

TFRS 2 (revised 2012) Share - Based Payments
TFRS 3 (revised 2012) Business Combinations
TFRS 5 (revised 2012) Non-current Asset Held for Sale and Discontinued Operations
TFRS 8 (revised 2012) Operating Segments
Accounting Standard Interpretation
TSIC 15
Operating Leases-Incentives
TSIC 27
Evaluating the Substance of Transactions Involving the Legal Form of a Lease
TSIC 29
Service Concession Arrangements: Disclosures
TSIC 32
Intangible Assets-Web Site Costs
90 A n n u a l R e p o r t 2 0 1 4
Financial Reporting Standard Interpretations

TFRIC 1
Changes in Existing Decommissioning, Restoration and Similar Liabilities
TFRIC 4
Determining whether an Arrangement contains a Lease
TFRIC 5
Rights to Interests arising from Decommissioning, Restoration and Environmental
Rehabilitation Funds
TFRIC 7
Applying the Restatement Approach under TAS 29
Financial Reporting in Hyperinflationary Economies
TFRIC 10
Interim Financial Reporting and Impairment
TFRIC 12
Service Concession Arrangements
TFRIC 13
Customer Loyalty Programmes
TFRIC 17
Distributions of Non-cash Assets to Owners
TFRIC 18
Transfers of Assets from Customers
The initial application of these new and revised TFRSs have no material effect on the financial statements.
New accounting standards issued during the period and not yet effective
During the year, the Federation of Accounting Professions has issued notifications, already published in the
Royal Gazette, mandating the use of Accounting Standard, Financial Reporting Standard, Accounting
Standard Interpretation and Financial Reporting Standard Interpretations as follows.
Effective date
Accounting Standard
TAS 1 (revised 2014) Presentation of Financial Statements
January 1, 2015
TAS 2 (revised 2014) Inventories
January 1, 2015
TAS 7 (revised 2014) Statement of Cash Flows
January 1, 2015
TAS 8 (revised 2014) Accounting Policies, Changes in Accounting Estimates and Errors January 1, 2015
TAS 10 (revised 2014) Events after the Reporting Period
January 1, 2015
TAS 11 (revised 2014) Construction Contracts
January 1, 2015
TAS 12 (revised 2014) Income Taxes
January 1, 2015
TAS 16 (revised 2014) Property, Plant and Equipment
January 1, 2015
TAS 17 (revised 2014) Leases
January 1, 2015
TAS 18 (revised 2014) Revenue
January 1, 2015
TAS 19 (revised 2014) Employee Benefits
January 1, 2015
TAS 20 (revised 2014) Accounting for Government Grants and
January 1, 2015
Disclosure of Government Assistance
TAS 21 (revised 2014) The Effects of Changes in Foreign Exchange Rates
January 1, 2015
TAS 23 (revised 2014) Borrowing Costs
January 1, 2015
TAS 24 (revised 2014) Related Party Disclosures
January 1, 2015
TAS 26 (revised 2014) Accounting and Reporting by Retirement Benefit Plans
January 1, 2015
TAS 27 (revised 2014) Separate Financial Statements
January 1, 2015
TAS 28 (revised 2014) Investments in Associates and Joint Ventures
January 1, 2015
TAS 29 (revised 2014) Financial Reporting in Hyperinflationary Economies
January 1, 2015
TAS 33 (revised 2014) Earnings per Share
January 1, 2015
TAS 34 (revised 2014) Interim Financial Reporting
January 1, 2015
91
Effective date
Accounting Standard
Impairment of Assets
Provisions, Contingent Liabilities and Contingent Assets
Intangible Assets
Investment Property
Financial Reporting Standard

Conceptual Framework for Financial Reporting (revised 2014)
TFRS 2 (revised 2014) Share-based Payment
TFRS 3 (revised 2014) Business Combinations
TFRS 4 (revised 2014) Insurance Contracts
TFRS 5 (revised 2014) Non-current Assets Held for Sale and Discontinued Operations
TFRS 6 (revised 2014) Exploration for and Evaluation of Mineral Resources
TFRS 8 (revised 2014) Operating Segments
TFRS 10
Consolidated Financial Statements
TFRS 11
Joint Arrangements
TFRS 12
Disclosure of Interests in Other Entities
TFRS 13
Fair Value Measurement
Accounting Standard Interpretations
TSIC 10 (revised 2014) Government Assistance - No Specific Relation to
Operating Activities
TSIC 15 (revised 2014) Operating Leases - Incentives
TSIC 25 (revised 2014) Income Taxes - Changes in the Tax Status of an Entity
or its Shareholders
TSIC 27 (revised 2014) Evaluating the Substance of Transactions Involving
the Legal Form of a Lease
TSIC 29 (revised 2014) Service Concession Arrangements: Disclosures
TSIC 31 (revised 2014) Revenue - Barter Transactions Involving Advertising Services
TSIC 32 (revised 2014) Intangible Assets - Web Site Costs
TFRIC 1 (revised 2014) Changes in Existing Decommissioning, Restoration and
Similar Liabilities
TFRIC 4 (revised 2014) Determining whether an Arrangement contains a Lease
TFRIC 5 (revised 2014) Rights to Interests arising from Decommissioning, Restoration
and Environmental Rehabilitation Funds
TFRIC 7 (revised 2014) Applying the Restatement Approach under TAS 29
Financial Reporting in Hyperinflationary Economies
TFRIC 10 (revised 2014) Interim Financial Reporting and Impairment
TFRIC 12 (revised 2014) Service Concession Arrangements
TFRIC 13 (revised 2014) Customer Loyalty Programmes
TFRIC 14
TAS 19 - The Limit on a Defined Benefit Asset,
Minimum Funding Requirements and their Interaction
92 A n n u a l R e p o r t 2 0 1 4
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2016
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
Effective date
TFRIC 15 (revised 2014) Agreements for the Construction of Real Estate
TFRIC 17 (revised 2014) Distributions of Non-cash Assets to Owners
TFRIC 18 (revised 2014) Transfers of Assets from Customers
TFRIC 20
Stripping Costs in the Production Phase of a Surface Mine
January 1, 2015
January 1, 2015
January 1, 2015
January 1, 2015
The management of the Company expects that the adoption of these new and revised Standards will be no
material impact on the financial statements in the period of initial application.
4.
SIGNIFICANT ACCOUNTING POLICIES

4.1 Revenue recognition
4.1.1 Revenues from sales of goods
Sales of goods are recognized when the significant risks and rewards of ownership of the goods
have passed to the buyer. Sales are the invoiced value, excluding value added tax, of goods
supplied after deducting sales return discounts and allowances.
4.1.2 Revenues from rental and services
Rental income is recognized over the rent period and services income are recognized when
services have been rendered taking into account the stage of completion.
4.1.3 Interest income and dividend income
Interest income is recognized on an accrual basis based on the effective interest rate. Dividend
income is recognized when the right to receive the dividend is established.
4.2 Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, cash at bank, and all highly liquid investments
with an original maturity of three months or less and not subject to withdrawal restrictions.
4.3 Trade and other receivables

Trade and other receivables are stated at the net realizable value. Allowance for doubtful accounts is
provided for the estimated losses that may be incurred in collection of receivables. The allowance is
generally based on collection experiences and analysis of debtor aging.
4.4 Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined by the weighted
average method except for factory supplies, the cost of which determined by the first-in, first-out method.
The cost of purchase comprises both the purchase price and costs directly attributable to the purchase
of the inventory, such as transportation charges, less all attributable discounts, allowances and
rebates. The cost of finished goods and work in process comprise raw materials, direct labor, other
direct costs and related production overheads, the latter being allocated on the basis of normal
operating activities. Net realizable value is the estimate of the selling price in the ordinary course of
business, less the costs of completion and selling expenses.
Allowance for stock obsolescence is set up for obsolete, slow-moving and defective inventories.
93
4.5 Investments
Investments in subsidiaries and associated companies presented in separate financial statements are
recorded under the cost net of allowance for impairment.
Investments in associated companies presented in consolidated financial statements are recorded at
equity method.
Investment in available-for-sale security is carried at fair value less allowance for impairment of
investment. The differences between book value and fair value are presented as other comprehensive
income (loss) in statement of comprehensive income and unrealized gain (loss) on fair value changes
on investment in the shareholders equity.
Investment in non-marketable equity security which the Company classifies as other investment, is
valued at cost net of allowance for impairment (if any).
Cost of short-term and long-term investments sold during the year were computed by the weighted
average method. Gain or loss of those investment sales are stated in the statement of comprehensive
income.
4.6 Investment properties

Investment properties are properties which are held to earn rental income, for capital appreciation or
for both, but not for sale in the ordinary course of business, use in the production or supply of goods or
services or for administrative purposes.
Investment properties are stated at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The
cost of self-constructed investment property includes the cost of materials and direct labour, and other
costs directly attributable to bringing the investment property to a working condition for its intended use
and capitalised borrowing costs.
4.7 Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and allowance for
impairment of assets (if any).
When parts of an item of property, plant and equipment have different useful lives, they are accounted
for as separate items (major components) of property, plant and equipment.
Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other
amount substituted for cost, less its residual value.
Depreciation of plant and equipment is calculated by reference to their costs on a straight-line basis
(except for assets acquired prior to 1986, for which the declining balance basis is used) over the
following estimated useful lives: Buildings and buildings improvement
10 - 45 years
Machinery and factory equipment
5 - 20 years
Office furniture, fixtures, equipment and motor vehicles
3 - 15 years
Depreciation is included in determining income.
No depreciation has been provided for land and construction in progress.
94
Annual Report 2014
Expenditures for additions, renewals and improvements are capitalized. Repair and maintenance costs
are recognized as expenses when incurred.
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and
adjusted if appropriate.
4.8 Land use right and amortization

Land use right of an overseas subsidiary company is stated at cost less accumulated amortization.
Amortization is calculated by reference to cost on a straight-line basis over the expected future period,
for which the assets are expected to generate economic benefit for 30 years.
The amortization is included in determining income.
4.9 Long-term leases

Leases which transfer substantially all the risks and rewards of ownership are classified as finance
leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the
present value of the minimum lease payments. The outstanding rental obligations, net of finance
charges, are included in other long-term payables, while the interest element is charged to profit or
loss over the lease period. The equipment acquired under finance leases is depreciated over the
shorter of the useful life of the asset and the lease period.
Operating lease payments are recognised as an expense in profit or loss on a straight line basis over
the lease term.
4.10 Related party transactions

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

The consolidated and separate financial statements are presented in Thai Baht which is functional
currency of the Company. Items of each entity included in the consolidated financial statements are
measured using the functional currency of that entity.
Foreign currency transactions are translated into Baht at the rates ruling on the transaction dates.
Assets and liabilities in foreign currency outstanding on the statements of financial position date are
translated into Baht at the rates ruling on the statements of financial position date.
Gains and losses from the change of foreign exchange rate are included in determining income.
95
4.12 Impairment of asset

The Company and its subsidiaries assess at each reporting date whether there is an indication that an
asset may be impaired. If any such indication exists, the Company and its subsidiaries make an
estimate of the assets recoverable amount. Where the carrying amount of the asset exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment losses are recognized in the statement of comprehensive income. (An assets recoverable
amount is the higher of fair value less costs to sell or value in use).
4.13 Employee benefits

Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed
contributions into a separate entity and will have no legal or constructive obligation to pay further
amounts. Obligations for contributions to defined contribution pension plans are recognised as an
employee benefit expense in profit or loss in the periods during which services are rendered by
employees.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as
the related service is provided.
Post-employment benefits and other long-term employee benefits
The Company and subsidiary companies provide a post-employment benefit obligations, payable to
employees under the Thai Labor Protection Act, and other long-term employee benefits. These
obligations are determined by a qualified independent actuary based on actuarial techniques, using the
projected unit credit method. The present value of the defined benefits obligation is determined by
discounting estimated future cash flows using yields on the government bonds which have terms to
maturity approximating the terms of related liability. The estimated future cash flows shall reflect
employee salaries, turnover rate, length of service and other.
Any actuarial gain and loss arising from post-employment benefits that are recognised in other
comprehensive income will be recognised immediately in retained earning.
Any actuarial gain and loss from other long-term employee benefits are recognised in profit and loss.
4.14 Directors and managements remuneration

Directors remuneration represents the benefits paid to the Companys directors in accordance with
Section 90 of the Public Company Limited Act, exclusive of salaries and related benefits.
Remuneration to management is salaries, remuneration and other benefits to their directors and
management, in accordance with the definitions in the notification of the Securities and Exchange
Commission. Management under such definition includes a chief executive officer, the next four
executive levels immediately below the chief executive officer and all persons in positions comparable
to those fourth executive levels.
96 A n n u a l R e p o r t 2 0 1 4
4.15 Income tax

Income tax expense represents the sum of corporate income tax currently payable and deferred tax.
Current tax
Current income tax is provided in the accounts at the amount expected to be paid to the taxation
authorities, based on taxable profits determined in accordance with tax legislation.
Deferred tax
Deferred income tax is provided on temporary differences between the tax bases of assets and
liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at
the end of the reporting period.
The Company and its subsidiary companies recognise deferred tax liabilities for all taxable temporary
differences while they recognise deferred tax assets for all deductible temporary differences and tax
losses carried forward to the extent that it is probable that future taxable profit will be available against
which such deductible temporary differences and tax losses carried forward can be utilised.
At each reporting date, the Company and its subsidiary companies review and reduce the carrying
amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will
be available to allow all or part of the deferred tax asset to be utilised.
The Company and its subsidiary companies record deferred tax directly to shareholders equity if the
tax relates to items that are recorded directly to shareholders equity.
4.16 Provision for liabilities

The Company and its subsidiaries recognize a provision for liabilities when an entity has a present
legal or constructive obligation as a result of a past event. It is probable that an outflow of economic
benefits resources will be required to settle the obligation and reliable estimate can be made of the
amount of the obligation.
4.17 Use of accounting estimates

Preparation of financial statements in conformity with the financial reporting standards principles
required the management to make several estimation and assumption which affect the reported
amounts in the financial statements and notes related thereto. Consequent actual results may differ
from those estimates.
Estimates and assumptions are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.
The Company and its subsidiaries make estimates and assumptions concerning the future. The
resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates
and assumptions that may have a risk of causing an adjustment to the carrying amounts of assets
within the next financial year relate primarily to allowance for doubtful accounts, allowance for
impairment of assets, allowance for stock obsolescence, depreciation of plant and equipment,
amortization of land use right and employee benefit obligation. All other estimates mentioned above
are further detailed in the corresponding disclosures.
97
5.
RELATED PARTY TRANSACTIONS

5.1 Significant transactions with related parties
During the years, the Company has significant business transactions with its subsidiary companies,
associated companies and related companies (related by way of shareholding or common shareholders
and/or directors). Related party transactions for the years ended December 31, 2014 and 2013 are
summarized as follows: (Unit : Million Baht)
Transaction
type
Payee
Payer
Consolidated
2014
2013
Separate
2014
2013
Rental and
service
TWS
TW6
TWPL
Others
TDC
TDC
TWS
Others
4.19
5.33
9.48
-
1.86
4.91
9.89
-
4.19
9.48
7.76
Interest
TWS
TWS
Others
TWS
TWS
TDC
TWS
TWRL
DI
Others
TWFP
TDC
TWS
CT
60.42
6.39
49.97
-
4.70
1.53
1.89
60.42
6.39
49.97
-
VTC
TAY
TN
TWAS
TWS
Others
TWS
TWS
TWS
TWAS
Others
TAY
23.49
(VND 15,349
million)
-
52.78
51.10
54.78
191.14
(USD 6.49
million)
6.08
(VND 4,276
million)
-
TWS
TWS
TWS
TN
TWFP
LRH
4.20
1.18
3.58
0.44
Trading of
goods and
supplies
Dividend
Abbreviation
TWS
=
Subsidiaries
TN
=
TWAS =
DI
=
TW6
=
TAY
=
TWRL
=

DI Company Limited
Tay Ninh Tapioca Join Stock Company
98 A n n u a l R e p o r t 2 0 1 4
1,232.29
10.90
20.73
1.54
54.70
(USD 1.68
million)
3.64
4.20
1.18
1.86
9.89
6.30
Price policy
Agreement (1.3, 1.4 and 1.8)
Agreement (1.3)
Agreement (1.1)
Agreement and agreed basis
(1.2, 1.5, 1.6 1.7)
Agreement (2.1)
Agreement (2.1)
Agreement (2.1 2.2)
Market price
Market price
Market price
Market price
5.37
1.50
2.14
52.78
51.10
54.78
191.14
(USD 6.49
million)
- Market price
1,050.76
9.59
11.65
0.83
62.65
(USD 2.10
million)
3.58
0.44
Agree basis (3.1)

Agree basis (3.1)
Agree basis (3.1)
Agree basis (3.1)
As declared
As declared
As declared
As declared
Associated company
WL
= The Walon (1) Company Limited
Related companies
(Related by share holding or common shareholders and/or directors)
TWFP
= Thai Wah Food Products Public Company Limited
TWPL
= Thai Wah Plaza Limited
TDC
= Tapioca Development Corporation Limited
LRH
= Laguna Resorts & Hotels Public Company Limited
CT*
= Chungman Trading Company Limited
Others = More than one Subsidiary, Associated and Related companies
* Since April 29, 2013, there was no common directors which caused Chungman Trading Company Limited
to be no longer a related company.
Price policy
1.
2.
3.
These transactions relate to:

1.1 Rental and service fee for office space at Thai Wah Tower I are approximately Baht 315-555
per square metre per month. Rental and service fee are charged at the rate within the range
charged to other non related tenants in Thai Wah Tower I and also within the market rental
range of office buildings that are similar quality and location. Other expenses and utility are
reimbursed at cost. These are normal course of business. The agreement is effective till
December 31, 2017.
1.2 Reimbursement of office expenses such as photocopy expenses, telephone charges and other
utility charges are reimbursed at cost.
1.3 Land rental for factory as per co-investment agreement of which period is 30 years will be
expired in 2019. Rental rate is charged at 7.5% of the current appraised value of the land and
will be revised every three years. The present rate is Baht 698,750 per month charged by TWS
and TW6 of Baht 255,000 per month and Baht 443,750 per month, respectively. The rental rate
is within the range charged in the market.
1.4 Warehouse rental charges are at Baht 0.75-30 per bag per month which depend on size of bag.
1.5 Land rental for factory premise charge is Baht 302,000 per year.
1.6 Land rental for factory premise charge is Baht 627,000 per year.
1.7 Warehouse rental charges for 2 locations are Baht 30,000 per month and Baht 3,500 per month.
1.8 Commission charges are agreed basis.
2.1 Interest charged is at the monthly average of finance costs plus 1 percent per annum.
2.2 Interest charged is at fixed deposit rate.
3.1 Selling price is cost plus margin of each type of product.
The outstanding balances of related party transactions have been separately shown in the
statements of financial position as follows: -
99
5.2 Trade receivables - related companies

(Unit: Thousand Baht)
Consolidated
2014
Trade receivables - subsidiary company
Total trade receivables - subsidiary company
Trade receivables - related companies
Tapioca Development Corporation Limited
Total trade receivables - related companies
Total
Separate
2013
2014
2013
26,017
26,017
27,215
27,215
6,068
6,835
12,903
4,802
4,802
6,068
6,835
12,903
4,802
4,802
12,903
4,802
38,920
32,017
5.3 Short-term loans to related companies

December
31, 2013
Short-term loans - subsidiary companies
DI Company Limited
Less: Allowance for doubtful accounts
Total short-term loans - subsidiary companies
Separate
During the year
Increase
Decrease
December
31, 2014
935
7,755
69,911
831
1,635
13,998
390
8,048
(8,048)
60,200
800
-
(82,000)
-
935
7,755
48,111
831
1,635
13,998
390
800
8,048
(8,048)
95,455
61,000
(82,000)
74,455
Short-term loans to related companies are unsecured. The loans are repayable within one year and
carry interest at the rates of 2.88 - 3.30 percent per annum.
100 A n n u a l R e p o r t 2 0 1 4
5.4 Other receivables - related companies

Consolidated
2014
Other receivables - subsidiary companies
DI Company Limited
Total other receivables - subsidiary companies, net
Other receivables - related companies
International Commercial Development
Company Limited
Total other receivables - related companies
Total
Separate
2013
2014
2013
1,512
132
11,247
20
1,801
3,100
100
2
19,679
927
1,521
182,149
7,128
9,947
15,727
24,104
(222,342)
56,754
1,472
193
10,773
20
1,733
2,988
104
19,236
721
1,448
177,448
6,859
9,684
15,337
621
373
23,849
(222,159)
50,700
1,387
403
1,387
403
20
1,407
20
423
20
1,407
20
423
1,407
423
58,161
51,123
T H A I W A H S T A R C H P U B L I C C O M P A N Y L I M I T E D 101
5.5 Long-term loans to subsidiary companies

December
During the year
31, 2013
Long-term loans to subsidiary companies
Total long-term loans to subsidiary companies
Long-term loans to subsidiary companies, net
Increase
7,413
6,839
11,161
148,325
173,738
(173,738)
-
December
Decrease
-
31, 2014
-
7,413
6,839
11,161
148,325
173,738
(173,738)
-
Long-term loans to subsidiary companies are unsecured. The loans carry interest at the rates of 2.88 - 3.30
percent per annum.
5.6 Trade payables - related companies

Consolidated
2014
Trade payables - subsidiary companies
Total trade payables - subsidiary companies
Trade payables - related company
Total trade payables - related company
Total
Separate
2013
2014
2013
924
15
939
1,243
31
1,274
22,307
22,307
16,739
16,739
22,307
22,307
16,739
16,739
22,307
16,739
23,246
18,013
5.7 Short-term loan from related company

Short-term loan from related company is the balance of loan which Mae Joe Land Company loaned
from International Commercial Development Company Limited. The loan carries interest at the rates of
2.60 - 2.88 percent per annum and is repayable at call.
102 A n n u a l R e p o r t 2 0 1 4
5.8 Directors and managements remuneration

During the year ended December 31, 2014 and 2013, the Company and its subsidiary companies had
employee benefit expenses of their directors and management as follow:
Consolidated
2014
Short - term employee benefits
Post - employment benefits
Other long - term employee benefits
Total
6.
32,503
388
12
32,903
2013
25,988
372
12
26,372
Separate
2014
2013
31,853
388
12
32,253
25,396
372
12
25,780
CASH AND CASH EQUIVALENTS

Consolidated
Cash
Cash at banks - current accounts
Cash at banks - saving accounts
Cash at banks - fixed deposits not over 3 months
Total
Separate
2014
2013
2014
2013
15,348
30,332
202,621
496,767
18,963
17,686
281,885
446,930
1,519
19,417
118,040
437,139
4,214
12,559
196,053
234,507
745,068
765,464
576,115
447,333
7.
TRADE AND OTHER RECEIVABLES

Trade and other receivables are aged as follows: -
Age of receivables
Trade receivables - related companies
Not yet due
Past due
Up to 3 months
3 - 6 months
6 - 12 months
Over 12 months
Total trade receivables - related Companies
Trade receivables - others
Not yet due
Past due
Up to 3 months
3 - 6 months
6 - 12 months
Over 12 months
Total trade receivables - others
Trade receivables - others, net
Other receivables - related companies
Total other receivables - related companies
Total trade and other receivables
8.
Note
5.2
5.4
Consolidated
2014
2013

Separate
2014
2013
11,025
4,366
21,952
6,663
1,878
12,903
436
4,802
2,285
3,682
9,401
1,600
38,920
4,280
3,185
4,678
13,211
32,017
332,409
295,439
226,072
238,226
62,852
219
3,573
399,053
(3,687)
395,366
1,407
1,407
409,676
40,622
3,174
3,659
342,894
(1,960)
340,934
423
423
346,159
42,754
219
3,537
272,582
(3,542)
269,040
58,161
58,161
366,121
4,445
3,623
246,294
(1,814)
244,480
51,123
51,123
327,620
INVENTORIES
Finished goods
Raw materials
Packing materials
Factory supplies
Others
Total inventories
Less : Allowance for stock obsolescence
Inventories - net
Consolidated
2014
2013
295,404
364,765
37,554
2,056
16,375
12,538
42,185
37,651
9,475
11,055
400,993
428,065
(9,541)
(8,520)
391,452
419,545

Separate
2014
2013
217,898
216,918
12,263
11,400
17,952
16,844
1,985
2,259
250,098
247,421
(7,086)
(5,874)
243,012
241,547
For the year ended December 31, 2014 and 2013, inventories recognised as an expense in cost of sales are
Baht 3,396 million and Baht 2,784 million, respectively in the consolidated financial statements (separate
financial statements : Baht 2,557 million and Baht 2,129 million, respectively).
104 A n n u a l R e p o r t 2 0 1 4
9.
AVAILABLE - FOR - SALE INVESTMENTS

Consolidated and Separate
Investment in securities
Equity securities
Total
Less: Unrealized loss on fair value changes on investment
Total available - for - sale investments (presented at fair value)
2014
2013
174,010
72,534
246,544
(31,175)
215,369
174,010
72,534
246,544
(52,058)
194,486
10. INVESTMENTS IN ASSOCIATED COMPANIES

Nature of
business
Percentage of holding
(direct and indirect)
2014
2013
Percent
Percent
Paid-up capital
2014
2013
Million Baht Million Baht
Investments in associated company
The Walon (1) Company Limited
Land holding
1.00
29.9

Consolidated
Separate
Investments at equity method Investments at cost method
2014
2013
2014
2013
389
299
The Walon (1) Company Limited
The Walon (1) Company Limited has registered for the dissolution with the Ministry of Commerce on June 30,
2014. Subsequently on August 13, 2014, the above associated company registered the completeness of its
liquidation process. The Company had received its return from investment approximately Baht 0.4 million.
11. INVESTMENTS IN SUBSIDIARY COMPANIES

Paid-up capital
2014
2013
Million
Million
Baht
Baht
Investments in subsidiary companies
Agricultural business
DI Company Limited
18.00
10.00
30.00
124.13
86.60
18.00
10.00
30.00
124.13
86.60
Investments
at cost method
2014
2013
2014
2013
Percent Percent Thousand Thousand
Baht
Baht
99.99
99.93
83.33
69.99
70.00
99.99
99.93
83.33
69.99
70.00
17,999
9,409
24,999
86,876
60,620
17,999
9,409
24,999
86,876
60,620.
Paid-up capital
2014
2013
Million
Million
Baht
Baht
Land holding and others
Bangna Property Development
Company Limited
Rachada Property Development
Company Limited
Architrave Design & Planning
Company Limited
Thai Wah Marketing Services Limited
Total
Less: Allowance for impairment of
investments
Investment in subsidiary companies, net
Investments
at cost method
2014
2013
2014
2013
Percent Percent Thousand Thousand
Baht
Baht
100.00
100.00
99.99
99.99
119,012
119,012
28.14
99.99
32,000
91.00
75.00
29.00
21.50
15.00
15.00
5.00
4.00
1.00
0.25
10.00
2.00
1.00
162.00
91.00
75.00
29.00
21.50
15.00
15.00
5.00
4.00
1.00
0.25
0.10
0.03
10.00
2.00
1.00
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.98
99.93
99.93
94.62
84.97
69.95
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.99
99.98
99.93
99.93
99.40
99.30
94.62
84.97
69.95
90,999
74,999
28,999
21,499
14,999
14,999
4,999
3,999
999
250
9,462
1,699
700
161,999
90,999
74,999
28,999
21,499
14,999
14,999
4,999
3,999
999
250
100
25
9,462
1,699
700
0.50
3.00
0.50
20.00
3.00
99.88
49.99
99.88
80.00
49.99
500
1,500
589,517
500
16,000
1,500
799,641
(204,060) (227,387)
385,457 572,254
All subsidiary companies are incorporated and operate in Thailand except for Tay Ninh Tapioca Company
Limited which is incorporated and operates in Vietnam. This subsidiary company is engaged in the
manufacture and sale of tapioca products which has a term of operation for 30 years since January 31, 1994.
In May 2014, Tay Ninh Tapioca Company Limited has registered as a Joint Stock Company and renamed an
official name to Tay Ninh Tapioca Joint Stock Company.
In 2014, the Company has recorded dividend income from Tay Ninh Tapioca Joint Stock Company and Thai
Nam Tapioca Company Limited amounting to Baht 54.70 million and Baht 3.64 million respectively in the
separate financial statements.
106 A n n u a l R e p o r t 2 0 1 4
Bangna Property Development Company Limited and Rachada Property Development Company Limited had
registered for the dissolution with the Ministry of Commerce on March 4, 2014. Subsequently on April 8, 2014,
the above subsidiaries registered the completeness of their liquidation process. The Company had received
its return from investment approximately Baht 192.5 million.
Thai Wah Marketing Services Limited had registered for the dissolution with the Ministry of Commerce on
June 30, 2014. Subsequently on October 3, 2014, the above subsidiary registered the completeness of its
liquidation process. The Company had received its return from investment approximately Baht 3.2 million.
Bang Thao (7) Company Limited and Laguna (2) Company Limited had registered for the dissolution with the
Ministry of Commerce on September 30, 2014. Subsequently on December 2, 2014, the above subsidiary
registered the completeness of its liquidation process.
12. OTHER LONG-TERM INVESTMENT

Investment in related company
Nature of
business
Ordinary shares
Less: Allowance for impairment of
investment
Other long-term investment, net
Country of Percentage
incorporation of holding
Percent
Holding company Hong kong
19.8
Consolidated
and Separate
2014
2013
Thousand Thousand
Baht
Baht
45,703
45,703
(45,703)
-
(45,703)
-
13. INVESTMENT PROPERTY

Consolidated
2014
2013
Land - cost
Less: Allowance for impairment of assets
Investment property, net
248,003
(67,226)
180,777
248,003
(68,191)
179,812

Separate
2014
2013
504
504
504
504
Certain land are mortgaged to secure loan from financial institution.

The appraised value of investment property determined by independent appraisers using comparative method
is approximately Baht 425.20 million in the consolidated financial statements and Baht 147.00 million in the
14. PROPERTY, PLANT AND EQUIPMENT

Consolidated
Office furniture,
Buildings Machinery
fixtures,
and buildings and factory equipment and Construction
improvement equipment motor vehicles in progress
Land
Cost:
As at January 1, 2013
Purchase/Transfer in
Disposal/Transfer out
Translation adjustment
As at December 31, 2013
Total
132,806
132,806
132,806
285,322
74,977
(12,437)
4,442
352,304
10,201
304
362,809
557,389
178,902
(10,379)
17,393
743,305
79,009
(3,676)
1,237
819,875
154,910
13,391
(54,225)
1,188
115,264
5,869
(822)
85
120,396
151,692
84,617
(226,094)
10,215
154,150
(74,050)
90,315
1,282,119
351,887
(303,135)
23,023
1,353,894
249,229
(78,548)
1,626
1,526,201
Accumulated depreciation:
Depreciation for the year
Depreciation on disposal
224,128
6,794
(12,008)
3,615
222,529
8,511
264
231,304
462,736
19,182
(9,991)
12,734
484,661
32,084
(3,654)
1,011
514,102
112,063
8,195
(53,744)
875
67,389
6,711
(820)
73
73,353
798,927
34,171
(75,743)
17,224
774,579
47,306
(4,474)
1,348
818,759
Allowance for impairment:

6,825
6,825
6,825
6,825
132,806
132,806
122,950
124,680
258,644
305,773
47,875
47,043
10,215
90,315
572,490
700,617
Net book value:

Depreciation for the year:

2013 (Baht 25.1 million included in manufacturing cost, and the balance in selling and administrative expenses)
108 A n n u a l R e p o r t 2 0 1 4
34,171
47,306
(Unit: Thousand Baht))

Separate
Office furniture,
Buildings Machinery
fixtures,
and buildings and factory equipment and Construction
improvement equipment motor vehicles in progress
Land
Cost:
Accumulated depreciation:
Net book value:
Total
8,757
8,757
8,757
160,814
39,124
(12,109)
187,829
4,779
192,608
173,783
70,635
(7,464)
236,954
69,268
(3,105)
303,117
103,601
10,891
(52,369)
62,123
5,078
(822)
66,379
68,396
42,900
(102,949)
8,347
119,508
(66,245)
61,610
515,351
163,550
(174,891)
504,010
198,633
(70,172)
632,471
135,648
3,815
(11,831)
127,632
4,247
131,879
153,574
6,082
(7,349)
152,307
14,326
(3,083)
163,550
73,532
6,205
(52,253)
27,484
4,920
(821)
31,583
362,754
16,102
(71,433)
307,423
23,493
(3,904)
327,012
8,757
8,757
60,197
60,729
84,647
139,567
34,639
34,796
8,347
61,610
196,587
305,459
Depreciation for the year:

16,102
23,493
As at December 31, 2014 and 2013, the net book value of plant and equipment acquired before 1986, which
are depreciated on the declining balance method, is Baht 1.6 million and Baht 8.3 million, respectively
(separate financial statement: Baht 1.6 million and Baht 8.3 million, respectively).
As at December 31, 2014 and 2013, certain plant and equipment of the Company and its subsidiary
companies have been fully depreciated but are still in use. The original cost of those assets amounting to
Baht 682.3 million and Baht 680.4 million, respectively (separate financial statement: Baht 254.7 million and
Baht 262.0 million, respectively).
Land and construction thereon owned by the Company and certain subsidiaries are mortgaged to secure the
credit facilities from financial institution.
The appraised value of land determined by independent appraisers using comparative method is
approximately Baht 570.5 million in the consolidated financial statements and Baht 135.4 million in the
15. LAND USE RIGHT

Consolidated
Cost:
January 1, 2014
December 31, 2014
Accumulated amortization:
January 1, 2014
Amortization for the year
December 31, 2014
Net book value:
January 1, 2014
December 31, 2014
Amortization expenses included in the statements of comprehensive income for the year:
2013
2014
11,443
(61)
11,382
7,597
374
(35)
7,956
3,846
3,446
359
374
16. DEPOSITS AT FINANCIAL INSTITUTIONS SUBJECT TO RESTRICTIONS

As at December 31, 2014 and 2013, deposits at financial institutions in the consolidated and separate
financial statements which are subject to restrictive conditions for bank overdrafts, letter of credit and letter of
guarantee facilities amount to Baht 62.7 million and Baht 70.8 million, respectively in the consolidated
financial statements and Baht 53.0 million and Baht 61.0 million respectively in the separate financial
statements.
17. SHORT-TERM LOAN FROM FINANCIAL INSTITUTIONS

Short-term loan from financial institution is an unsecured loan of a subsidiary company under credit facilities
of Vietnamese Dong 70,000 million with the interest rate of 6.8% per annum.
18. TRADE AND OTHER PAYABLES
Trade payables - related companies

Trade payables - others
Advance receipts from customers
Other payables
Total
110 A n n u a l R e p o r t 2 0 1 4
Note
5.6
Consolidated
2014
2013
22,307
16,739
14,860
9,997
3,443
6,731
120,945
112,057
161,555
145,524

Separate
2014
2013
23,246
18,013
5,231
5,341
1,541
6,563
71,611
67,706
101,629
97,623
19. LONG-TERM LOAN FROM FINANCIAL INSTITUTIONS

Consolidated
December 31, 2014
38,657
(20,040)
18,617
Long-term loan
Less: Current portion of long-term loan
Long-term loan, net of current portion
Movements in long-term loan account during the year ended December 31, 2014 are summarized below:
Consolidated
25,380
Borrowings
33,317
Less: Repayment
(20,040)
38,657
A long-term loan of a subsidiary company under credit facilities of Baht 60 million is monthly repaid totaling 36
installments of Baht 1.67 million each. The loan carries interest at a rate of MLR-1.90% per annum. The loan
is secured by the mortgage of the subsidiarys land and construction thereon.
A long-term loan of another subsidiary company comprises credit facilities Vietnamese Dong 28,000 million
with the credit term of 84 month. The maturity date is December 31, 2021 and the interest rate is 8.5 per
annum for the first year from the first disbursement and the 12 months term saving deposit plus interest rate
2.7% per annum for the sequent years. There is a grace period of 12 months from the date of the first
disbursement. This loan is secured by assets taken from loan.
20. EMPLOYEE BENEFIT OBLIGATIONS

The Company and its subsidiary companies pay post-employment benefit and pension based on the
requirement of the Thai Labour Protection Act B.E. 2541 (1998) to provide retirement benefits and other long
term benefit to employees based on pensionable remuneration and length of service.
Employee benefit obligations in statements of financial position
Consolidated
2014
2013
Post-employment benefits - Legal severance
benefits - Legal
Other long-term employee benefits
Total
45,840
11,706
57,546
43,083
11,723
54,806

Separate
2014
2013
34,798
6,150
40,948
32,880
6,523
39,403
Movement in the present value of the defined benefit obligations
For the year ended December 31,

Employee benefit obligations as at January 1,
Current service costs and interest
Benefits paid during the years
Employee benefit obligations as at December 31,
Consolidated
2014
2013

Separate
2014
2013
54,806
5,901
(3,161)
57,546
39,403
4,028
(2,483)
40,948
52,111
5,664
(2,969)
54,806
38,051
3,886
(2,534)
39,403
Expense recognised in profit or loss

Consolidated
2014
2013
Current service costs
Interest on obligations
Total
4,021
1,880
5,901
3,862
1,802
5,664

Separate
2014
2013
2,805
1,223
4,028
2,710
1,176
3,886
The expense is recognised in the following line items in the profit or loss:
Consolidated
2014
2013
Cost of sales
Selling expenses
Administrative expenses
Total
3,627
215
2,059
5,901
3,479
209
1,976
5,664

Separate
2014
2013
1,956
215
1,857
4,028
1,891
209
1,786
3,886
Principal actuarial assumption at the reporting date :

Discount rate
Salary increase rate
Mortality rate
112 A n n u a l R e p o r t 2 0 1 4
Consolidated and Separate

3.50% (Thailand), 10.00% (Vietnam)
4.00% - 10.00%
75% of TMO2008
21. INCOME TAX

Income tax expenses for the year ended December 31, 2014 and 2013 are made up as follows:
Consolidated
Separate
2014
2013
2014
2013
Current income tax:
Income tax
75,975
74,640
38,681
38,186
Deferred tax:
Relating to origination and reversal of
temporary differences
666
(418)
996
(1,098)
Income tax expense reported in the statements
of comprehensive income
76,641
74,222
39,677
37,088
Impact of tax income (expense) to component of other comprehensive income for the year ended December 31,
2014 and 2013 are as follows:(Unit: Thousand Baht)
Consolidated
Separate
2014
2013
2014
2013
Unrealized loss on fair value changes in
available-for-sale investment
4,177
1,167
4,177
1,167
Reconciliation of income tax expenses and the result of the accounting profit multiplied by the income tax
rates for the years ended December 31, 2014 and 2013 are as follows:Consolidated
2014
2013
Tax rate (Thousand Tax rate (Thousand
(%)
Baht)
(%)
Baht)
Profit before tax
358,510
325,425
Income tax using relating income tax rate
0 - 22
74,906 0 - 25
72,645
Expenses not deductible for tax purpose
4,974
2,962
Addition income for tax purpose
573
1,586
Addition expenses deductible for tax purpose
and income not subject to tax
(4,389)
(2,996)
Loss carry forward
(212)
(7)
Current tax
75,852
74,190
Adjustments in respect of prior year
123
450
Movement in temporary differences
666
(418)
Income tax expenses
21
76,641
23
74,222
Separate
Profit before tax

Income tax using relating income tax rate
Expense not deductible for tax purpose
Addition income for tax purpose
Addition expenses deductible for tax purpose
and income not subject to tax
Current tax
Movement in temporary differences
Income tax expenses
2014
Tax rate (Thousand
(%)
Baht)
265,827
20
53,166
1,663
573
2013
Tax rate (Thousand
(%)
Baht)
249,487
20
49,897
639
1,581
(16,721)
38,681
996
39,677
(13,931)
38,186
(1,098)
37,088
15
15
As at December 31, 2014 and 2013, the components of deferred tax assets and deferred tax liabilities are as
follows:
Consolidated
Separate
2014
2013
2014
2013
Deferred tax assets
18,506
16,233
11,238
10,395
25,901
18,785
22,641
16,625
The movements in deferred tax assets and liabilities during the years are as follows:
As at
January
1, 2014
Deferred tax assets
Profit resulting from intragroup transactions in inventories
Others
Total
Unrealized gain on fair value changes in
available-for-sale investments
Difference depreciation for tax purpose
Others
Total
114 A n n u a l R e p o r t 2 0 1 4

Consolidated
Charged/credited to
Other
As at
Statement comprehensive December
of income income
31, 2014
11,141
618
4,474
16,233
386
571
1,316
2,273
11,527
1,189
5,790
18,506
14,869
3,897
19
18,785
2,958
(19)
2,939
4,177
4,177
19,046
6,855
25,901
As at
January
1, 2013
Deferred tax assets
Profit resulting from intragroup transactions in inventories
Others
Total
Others
Total

Consolidated
Charged/credited to
Other
As at
of income income
31, 2013
10,626
1,392
1,439
13,457
515
(774)
3,035
2,776
11,141
618
4,474
16,233
16,036
1,543
18
17,597
2,354
1
2,355
(1,167)
(1,167)
14,869
3,897
19
18,785
As at
January
1, 2014
Deferred tax assets
Others
Total
Total
Separate
Charged/credited to
Other
As at
of income income
31, 2014
7,881
2,514
10,395
308
535
843
8,189
3,049
11,238
14,869
1,756
16,625
1,839
1,839
4,177
4,177
19,046
3,595
22,641
As at
January
1, 2013
Deferred tax assets
Others
Total
Total
Separate
Charged/credited to
Other
As at
of income income
31, 2013
7,610
600
8,210
271
1,914
2,185
7,881
2,514
10,395
16,036
668
16,704
1,088
1,088
(1,167)
(1,167)
14,869
1,756
16,625
Royal Decree No. 530 B.E. 2554 dated 21 December 2011 grants a reduction in the corporate income tax
rate for the three accounting periods 2012, 2013 and 2014; from 30% to 23% for the accounting period 2012
which begins on or after 1 January 2012 and to 20% for the following two accounting periods 2013 and 2014
which begin on or after 1 January 2013 and 2014, respectively. Royal Decree No. 577 B.E. 2557 dated 10
November 2014 extends the reduction to 20% for the accounting period 2015 which begins on or after
1 January 2015.
22. STATUTORY RESERVE

Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set
aside to a statutory reserve at least 5 percent of its net income after deducting accumulated deficit brought
forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not
available for dividend distribution.
23. BASIC EARNINGS PER SHARE

The calculation of basic earning per share for the years ended December 31, were based on the profit for the
year attributable to equity holders of the parent (excluding other comprehensive income) and the weighted
average number of ordinary shares in issue during the year as follow :
Profit for the year attributable to equity holders of

the Company (Thousand Baht)
Weighted average number of ordinary shares
(Thousand share)
Basic earning per share (Baht)
116 A n n u a l R e p o r t 2 0 1 4
Consolidated
2014
2013
Separate
2014
2013
243,648
219,124
226,151
212,398
78,536
3.10
78,536
2.79
78,536
2.88
78,536
2.70
24. DIVIDENDS
At the shareholders meeting held on April 19, 2013, the shareholders approved the appropriation of dividends
of Baht 1.00 per share to the shareholders entitled to receive the dividend totalling Baht 78.38 million. The
dividend was paid to the shareholders on May 17, 2013.
At the shareholders meeting held on April 23, 2014, the shareholders approved the appropriation of dividends
of Baht 2.00 per share to the shareholders entitled to receive the dividend totalling Baht 156.94 million. The
dividend was paid to the shareholders on May 22, 2014.
25. EXPENSES BY NATURE

Significant expenses by nature are as follows:
Changes in finished goods (increase) decrease

Salary, wages and employee benefits
Depreciation
Raw materials and consumables used
Purchase of goods
Consolidated
2014
2013
70
(123)
344
292
48
34
2,744
2,507
128
347

Separate
2014
2013
(1)
(68)
208
179
23
16
1,134
1,021
1,370
1,081
26. PROVIDENT FUND

The Company and subsidiary companies and their employees have jointly established a provident fund in
accordance with the Provident Fund Act B.E. 2530. Both employees and the Company and subsidiary
companies contributed to the fund monthly at the rate of 5 percent of basic salary. The fund, which is
managed by The MFC Asset Management Public Company Limited will be paid to employees upon
termination in accordance with the fund rules. Total contributions of the Company and subsidiary companies
for the years are as follows: Consolidated
2014
2013
Contributions
6.03
3.61
(Unit: Million Baht))

Separate
2014
2013
2.61
2.36
27. FINANCIAL INFORMATION BY SEGMENT

Operating segment information is reported in a manner consistent with the internal reports that are regularly
reviewed by the chief decision maker in order to make decisions about the allocation of resources to the
segment and assess its performance.
The operations of the Company and subsidiary companies principally involve the manufacturing and trading of
agricultural products which are carried on in two geographic areas of Thailand and Vietnam. The financial
information of the Company and subsidiary companies by geographical segment for the years ended
December 31, 2014 and 2013 are as follows:
(Unit: Million Baht)

Thailand
2014
2013
Revenues
- Local
- Export
Total revenues
Segments income
Unallocated income (expenses):
Dividend income
Finance costs
Income tax expenses
Profit attributable to non-controlling interests
Net profit attributable to equity holders of
the Company
Property, plant and equipment, net
Unallocated assets
Total assets
644
2,571
3,215
220
591
1,854
2,445
570
2,027
2,597
218
476
1,873
2,349
Consolidated
Vietnam
2014
2013
857
2
859
136
110
227
337
Total
761
4
765
104
96
179
275
2014
2013
1,501
2,573
4,074
356
1,331
2,031
3,362
322
5
(3)
(76)
(38)
4
(1)
(74)
(32)
244
701
2,081
2,782
219
572
2,052
2,624
Revenues from major customer of the Company and subsidiary companies approximately Baht 752 million for
the year 2014 (2013: approximately Baht 692 million).
28. OTHER INCOME
Interest income
Gain on exchange rate
Reversal loss on impairment of investment
in subsidiaries
Other income
Total
118 A n n u a l R e p o r t 2 0 1 4
Consolidated
2014
2013
9.99
14.64
14.81
19.91
50.00
74.80
49.88
84.43

Separate
2014
2013
15.59
15.18
15.04
20.83
9.80
34.82
75.25
4.13
34.54
74.68
29. COMMITMENTS AND CONTINGENT LIABILITIES

Consolidated
2014
2013

Separate
2014
2013
Capital commitments
Plant, machinery and equipment
82.88
95.84
28.96
88.86
Non-cancellable operating lease commitments

Within one year
After one year but within five years
Total
3.91
7.53
11.44
3.46
0.15
3.61
3.91
7.53
11.44
3.46
0.15
3.61
Other commitments
Service agreements
Bank guarantees and other commitments
Total
29.45
24.21
53.66
20.01
27.79
47.80
19.16
12.33
31.49
11.24
16.11
27.35
30. FINANCIAL INSTRUMENTS

30.1 Financial risk management and policies
The Company and its subsidiary companies are exposed to risks from changes in market interest rates
and currency exchange rates. The Company and its subsidiary companies use derivative instruments
as and when they consider appropriate to manage such risks. They do not hold or issue derivative
financial instrument for speculative or trading purposes.
30.2 Interest rate risk

The interest rate risk is the risk that future movements in market interest rates will affect the Company
and its subsidiary companies operations and their cash flows. The Company and its subsidiary
companies exposure to interest rate risk relate primarily to their deposits at financial institutions, loans
to related companies, loan from related company and loans from financial institutions. Most of the
Companys financial assets and liabilities bear floating interest rates or fixed interest rate.
Significant financial assets and liabilities as at December 31, 2014 and 2013 classified by type of
interest rates are summarized in the table below, with those financial assets and liabilities that carry
fixed interest further classified based on the maturity date, or the repricing date (if this occurs before
the maturity date).
Consolidated
Fixed interest rates
Floating
NonWithin 1 - 5 Over
1 year years 5 years
Financial assets
Deposits at financial institutions subject to
restrictions
Financial liabilities
Long-term loan from financial institution
interest
interest
rate
bearing
(Million Baht)
Total interest rate

(% p.a.)
497
-
202
-
46
410
745 0.50 - 2.55

410
63
560
202
456
63 1.15 - 1.60
1,218
12
12
3
39
42
162
162
12
6.8
162
3
2.60
39 4.85 - 8.50
216
Consolidated
Floating
Financial assets
Temporary investments
restrictions
Long-term loan from financial institution
120 A n n u a l R e p o r t 2 0 1 4
interest
interest
rate
bearing
(Million Baht)
Total interest rate

(% p.a.)
447
4
-
282
-
37
346
766 0.50 - 3.10

4
2.00
346
71
522
282
383
71 1.45 - 2.00
1,187
7
7
3
25
28
145
145
7
145
3
25
180
10.00
2.88
4.98
Separate
Floating
Financial assets
Short-term loans to subsidiaries
restrictions
interest
interest
rate
bearing
(Million Baht)
Total interest rate

(% p.a.)
437
-
118
74
21
366
-
576 0.50 - 2.55

366
74 2.88 - 3.30
53
490
192
387
53 1.15 - 1.60
1,069
102
102
102
102
Separate
Floating
Financial assets
Short-term loans to subsidiaries
restrictions
interest
interest
rate
bearing
(Million Baht)
Total interest rate

(% p.a.)
234
-
196
95
17
328
-
447 0.5 - 2.45

328
95 3.23 - 6.88
61
295
291
345
61 1.88 - 2.00
931
98
98
98
98
The Company and its subsidiary companies do not use derivative financial instruments to hedge such risk.
30.3 Foreign currency risk

The Company and its subsidiary companies exposure to foreign currency risk relate primarily to their
receivables and loans which are denominated in foreign currency. In addition to those transaction
exposures, the Company is also exposed to foreign exchange movements on their investment in
foreign subsidiary company, which currently are not hedged by any derivative financial instrument.
Below was the summary of the Company and subsidiary companies foreign currency-denominated
assets as at December 31, 2014 and 2013 which were not hedged by forward exchange contracts or
similar hedging instruments.
Foreign currency
US dollar
Consolidated
Assets
2014
2013
7.2
7.9
(Unit: Million)
Separate
Assets
2014
2013
7.1
7.8
30.4 Credit risk

The Company and its subsidiary companies are exposed to credit risk primarily with respect to trade
accounts receivable. However, the Company and subsidiary companies have a policy to enter into
financial instruments with credit worthy counterparties, therefore the Company and its subsidiary
companies do not anticipate material losses from providing credit.
30.5 Fair value of financial instruments

Since financial assets and liabilities of the Company and subsidiary companies are short-term in
nature, their fair value is not expected to be materially different from the amounts presented in
statements of financial position.
A fair value is the amount for which an asset can be exchanged or liability settle between
knowledgable, willing parties in an arms length transaction. The fair value is determined by reference
to the market price of the financial instrument or by using an appropriate valuation technique,
depending on the nature of instrument.
31. CAPITAL MANAGEMENT

The primary objectives of the Companys and subsidiary companies capital management are to maintain their
abilities to continue as a going concern and to maintain an appropriate capital structure.
32. EVENTS AFTER THE REPORTING PERIOD

On 24 February 2015, the Companys Board of Directors passed a resolution to propose to the meeting of
Companys shareholders with respect to the amalgamation of the Thai Wah Starch Public Company Limited
and Thai Wah Food Products Public Company Limited for its consideration and approval.
33. APPROVAL OF FINANCIAL STATEMENTS

These financial statements were authorized for issue by the Companys Board of Director on February 24,
2015.
122 A n n u a l R e p o r t 2 0 1 4
TWS
MJ
Lender Borrower
8.05
0.26
Principal
Interest
Amount in Increase Income
Million Baht (Decrease)
Amount in million Baht
Average cost of
fund plus 1%
per annum.
Interest Rate
per Annum
Persons with Mutual Interest and Connected Transaction

Financial Aid
Loan and interest
Related Party Transactions
TWS
US
PNV
ML
Name of
Persons with
Mutual Interest
Major shareholders
Common-Director
Common-Director
Common-Director
Relationship
The Company had constantly reminded MJ of its

debt obligations, however, MJ had experienced
financial hardship and did not have any assets
which could be sold to repay the Company, plus,
MJs shareholders equity remains nagative.
Therefore, the Company had set aside an allowance
for doubtful debt in respect of the total amount of
the outstanding loan owed by MJ.
The Company lent some money to MJ for land

purchase in the past because the Company
foresaw the opportunity to generate future profit.
We hold 49.99% share capital in MJ.
Necessity and Reasonableness

of Transactions
Reason that such

(shareholder > 5%)
shareholder instead
of shareholder
in the Company
directly (Table 1)
(a)
124 A n n u a l R e p o r t 2 0 1 4
TWPL
Detail of
Transaction/Contract
Outstanding balance
Other public utilities expenses

collected as per actual expenses.
Lease Agreement for 3 years from

January 1,2012 to April 17,2015 and
January 1,2015 to December 31,2017
TWS Rental and Service expenses for

office at Bangkok and document
store (total area of 1,337 sqm.)
at Thai Wah Tower 1
Detail of
Transaction/Contract
Rental and Service expenses
TWFP Purchases of finished goods

Receivable balance
Payee Payer
TWS
Payee Payer
Transaction with Related Companies

Purchases of finished goods
Rental and services expenses

at the rate of Baht 315-555/
sqm./month. Rental rate and
service expenses are in line
with market rate if compared
to the same building in a similar
location. Terms and conditions
in the agreement are similar to
other customer and the market.
Other public utilities expenses
collected as per actual expenses.
Pricing Policy
Market Price
Pricing Policy
Trading, Rental expenses and Service Income
APV
SSK
0.01
9.48
LRH
Other public utilities expenses are charged

as actual expenses, which are in line with
other tenants.
Common- It is the location of the Head Office and it is

Shareholders located in a good commercial area completing
with public utilities.

of Transactions
final consumer

of Transactions
Common-Director Selling of tapioca starch and tapioca pearl

Common-Director products to TWFP for distribution to the
Name of
Amount Persons Relationship
in
with
Million Mutual
Baht
Interest
60.42
14.52
Name of
Amount Persons Relationship
in
with
Million Mutual
Baht
Interest
Reason that such

(shareholder > 5%)
shareholder instead
of shareholder
in the Company
directly (Table 1)
(b)
Reason that such

(shareholder > 5%)
shareholder instead
of shareholder
in the Company
directly (Table 1)
(a)
Table 1 Reason that such person (Shareholder>5%) shareholder instead of shareholder

in the Company directly
Reference
Relationship
(a)
TWS holding
- 2.09 in LRH
- 5.02% in TWFP
- 49.99% in MJ
(b)
LRH holding
- 16.27% in TWS
- 100% in TWRH
- 100% in TWPL through TWRH
Reason
TWS is carrying on the main business of manufacturing and export of tapioca
products and stakeholder in Hotel and Resort business and other business by
investment in LRH. Moreover, the other stakeholder of TWS includes
commercial property development (by investment in MJ) and consumer
products (by investment in TWFP)
Procedures for Approving Related Transaction

The entering into the related party transactions between the Company or its subsidiaries and the persons with
mutual interest will be reviewed by the Management and proposed to the Audit Committee to opine and express
their opinion that the transactions are on normal commercial terms and at arms length basis. Once recommended
by the Audit Committee, the transaction will be further proposed to the Board of Directors or the Board of Directors
and shareholders for approval depending on the nature and size of the transactions in accordance with the
requirements of the SET and the SEC, Interested directors do not take part in approving the transactions.
Abbreviations
LRH
MJ
TWS
TWFP
TWPL
TWRH
=
=
=
=
=
=
Laguna Resorts and Hotels Public Company Limited

Thai Wah Plaza Limited
TWR-Holdings Limited
US
PNV
ML
APV
SSK
=
=
=
=
=

Ms. Pinyada Viraya
Mr. Ariel P Vera
References
Registrars
The Stock Exchange of Thailand

The Stock Exchange of Thailand Building
62 Ratchadaphisek Road, Klongtoey, Bangkok 10110, Thailand
Tel. 66 (0) 2229 2000, 66 (0) 2229 2222
Fax. 66 (0) 2654 5607-8
Thailand Securities Depository Company Limited

The Stock Exchange of Thailand Building, 4th, 7th Floor
62 Ratchadaphisek Road, Klongtoey, Bangkok 10110, Thailand
Tel. 66 (0) 2229 2800, 66 (0) 2229 2888
Fax. 66 (0) 2359 1259
Auditor
Office of D I A International Auditing

By Ms. Vilairat Rojnuckarin C.P.A. No 3104 and/or Ms. Somjintana Pholhirunrat C.P.A No. 5599
316/32 Sukhumvit 22 (Soi Sainumtip) Sukhumvit Road,
Klongtoey, Bangkok 10110, Thailand
Tel. 66 (0) 2259 5300-8
Fax. 66 (0) 2259 8956, 66(0) 2259 8959, 66(0) 2260 1553
Legal Counselors
Allen @ Overy (Thailand) Co., Ltd.

Sinthorn Tower 3, 22nd Floor
130-132 Wireless Road, Lumpini, Pathumwan, Bangkok 10330, Thailand
Tel. 66 (0) 2263 7600
Fax. 66 (0) 2263 7699
Financial Institutions
United Overseas Bank (Thai) Public Company Limited

Thai Wah Tower Branch
Export - Import Bank of Thailand
Head Office, Bangkok Branch
Citibank, N.A.
Bangkok Branch
126 A n n u a l R e p o r t 2 0 1 4

Thai Wah Starch Annual Report 2014

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CONTENT

Message from Management

Message from Management

was mainly due to an increase in the sales volume of

THAI WAH STARCH PUBLIC COMPANY LIMITED

the improvement in the quality of life in various aspects

Ms. Pinyada Viriya

Annual Report 2014

opportunity in the foreign markets, in particular, China.

Mr. Umnad Sukprasongphol

(Unit : Million Baht)

Total current assets

THAI WAH STARCH PUBLIC COMPANY LIMITED

Financial policy ratio

Annual Report 2014

Sales of the company in

Sales Portion of the Companies in Thailand

Statements of Financial Position

1,409 2,169 1,531 2,320 1,544 2,436

Property, Plant and

Liabilities and equity

Loan and accrued interest

Account payables and

THAI WAH STARCH PUBLIC COMPANY LIMITED

Management Discussion and Analysis (MD&A)

Annual Report 2014

A summary of performance of our companies in Thailand

Total : 356 million Baht

Operating results in Thailand

Operating results in Vietnam

was Baht 136 million, an increase of Baht 32 million

Financial position of the Company

As at 31 December 2014, the Company had total assets

Cash and cash equivalent

Trade accounts receivable and other receivable

Finished products and raw material accounted for

As at 31 December 2014, the Companys debt to equity

THAI WAH STARCH PUBLIC COMPANY LIMITED

Key factors in the Companys operating

The Companys cash flow received from operating

A recent survey was conducted by four associations

Key liquidity ratio

The price of tapioca starch in the export market is

The liquidity ratio and the quick ratio as at 31 December

Commitments and contingent liabilities

Fluctuations in the foreign exchange rate continue to be

Ms. Pinyada Viriya*

Mr. Umnad Sukprasongphol*

Date of first appointment : August 9, 2007

Date of first appointment : April 26, 2012

Highest Educational Background/

Highest Educational Background/

Master of Accouting, Chulalongkorn University

Percentage of Shareholding in the Company

0.14% (108,700 Shares)

Family Relation between Management

Working Experiences for the Past 5 years

Master of Business Administration,

Percentage of Shareholding in the Company

0.11% (87,600 Shares)

Family Relation between Management

Working Experiences for the Past 5 years

Ms. Tawiratt Narasuj

Mr. Somchai Towiwat