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Notes to Financial Statement SEC Thailand by liaoqinmei

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									   NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES
                    NOTES TO FINANCIAL STATEMENTS
             FOR THE YEARS ENDED 31 DECEMBER 2004 AND 2003
1. GENERAL INFORMATION
  Natural Park Public Company Limited was incorporated as a public limited company under Thai
  laws and listed on the Stock Exchange of Thailand. The Company operates in real estate business in
  Thailand. Its registered office is located at 88 Soi Sukhumvit 49, Sukhumvit Road, Klongton Nua,
  Wattana, Bangkok.
2. BASIS OF CONSOLIDATION
  a)    The consolidated financial statements include the financial statements for the years ended 31
        December 2004 and 2003 of Natural Park Public Company Limited (“the Company”) and its
        subsidiaries are as follows: -
                                                           Percentage of
                                                           Shareholding                    Nature of business
                                                    2004                   2003
  Subsidiaries directly held by the Company
  Park Opera Company Limited                            100.0                100.0   Theatre*
  Natural Club Limited                                  100.0                100.0   General business*
  Natural Real Estate Company Limited                   100.0                100.0   Hotel serviced apartment
   (Formerly known as “Suriyawong Holding                                             and rental office building
   Company Limited”)
  Natural Venture Company Limited                       100.0                100.0   Investment holding
   (Formerly known as “Richee Ventures
   Holding Company Limited”)
  Natural Park Ville Company Limited                    100.0                100.0   Property management
  Delux Origin Company Limited                           99.3                 99.3   Serviced apartment*
  Pacific Assets Public Company Limited#                 63.4                 53.9   Hotel and rental office building
  Richee Property Management Company Limited             99.9                 99.9   General business*
  Natural Hotel Siam Company Limited#                    75.0                 75.0   Hotel owner*
   (Formerly known as “Richee Intertrade Supply
   Company Limited”)
  Natural Project Chao Phraya Company Limited           100.0               -        Property development*
   (Formerly known as “Modern Project Company
   Limited”)

                                                  -1-
                                                               Percentage of
                                                               Shareholding                   Nature of business
                                                         2004                  2003
                                          #
Natural Hotel Sukhumvit Company Limited                     71.6                 -       Hotel owner*
  (Formerly known as “Richee Center and Supply
  Company Limited”)
Park Cuisine Company Limited                                100.0               -        Restaurant
  (Formerly known as “Extra Management
  Company Limited”)
Park Gourmet Company Limited                                100.0               -        Restaurant
Natural Hotel Panwa Company Limited                         100.0               -        Hotel owner
  (Formerly known as “Panwa Hotel Company
  Limited”)
Kyoto Resorts YK Company Limited#                           100.0               -        Hotel owner*
                             #
Aimtop Investments Limited                                  100.0               -        Investment holding
                                                     #
Subsidiaries held through Aimtop Investments Limited
Sustipan d.o.o. Company Limited                             100.0               -        Hotel owner*
Subsidiaries held through Pacific Assets Public Company Limited#
Pacific Estate Development Limited                          100.0                100.0   Rental property
Baan Taling Ngam Company Limited                            100.0                100.0   Hotel owner
Pantip Park Company Limited                                   90.0                90.0   Service apartment
Pacific Meridien Resorts Company Limited                    100.0                100.0   Investment holding
Pacific Resorts Hotel Group Limited                         100.0                100.0   Hotel owner
Pacific City Club Limited                                   100.0                100.0   Private club
Pacific Home Office Limited                                 100.0                100.0   Temporarily dormant
Sukhumvit 83 Retail Development Company                       75.0                75.0   Property development
  Limited
Dusit Paitoon Company Limited                                 75.0                75.0   Temporarily dormant
Nai Harn Beach Company Limited                              100.0                100.0   Hotel owner
Pacific Resorts Limited                                     100.0                100.0   Investment holding
Pacific Project Services Company Limited                    100.0                100.0   Project management
Pacific Force Company Limited                               100.0                100.0   Property management
Pantip Management Services Company Limited                    90.0                90.0   Property management
*
   Currently no income from the operations
#
   Audited by other auditors

b)    Material intercompany balances and transactions are eliminated from the consolidated
      financial statements.

                                                     -2-
c)    Investments in the subsidiary companies as recorded in the Company's book are eliminated
      with the shareholders’equity of the subsidiaries.
d)    Results of operations of the subsidiary companies have been included in or excluded from the
      consolidated financial statements as from their effective dates of acquisition or disposal of the
      investments, respectively.
The percentage of the total assets and total revenues of the major subsidiaries in relation to the total
assets and total revenues as included in the consolidated financial statements as at                 31
December 2004 and 2003 are as follows: -
                                                 Percentage of total assets   Percentage of total revenues
                                               included in the consolidated included in the consolidated
                  Subsidiaries                        balance sheet              statements of earnings
                                                   2004             2003         2004             2003
 Natural Real Estate Company Limited                  5.82               8.07         2.99            8.02
  (Formerly known as “Suriyawong
  Holding Company Limited”)
 Pacific Assets Plc. and its subsidiaries           29.36               30.66       83.89           22.75
 Natural Hotel Siam Company Limited                  3.46                3.50      -               -
  (Formerly known as “Richee Intertrade
  Supply Company Limited”)
 Natural Hotel Sukhumvit Company Limited              5.33          -              -               -
  (Formerly known as “Richee Center and
  Supply Company Limited”)




                                              -3-
3. PRIOR YEAR ADJUSTMENT
  A subsidiary (Pacific Assets Public Company Limited) restated its prior year’s financial statements to
  make adjustments for its having underrecorded its liabilities under a debt restructuring agreement
  made with a financial institution by Baht 16.7 million and underrecorded its share of loss from
  investments by Baht 60.2 million, and to reduce its recognition of membership fee by Baht 10.3
  million. Because the Company’s investment in this subsidiary was acquired during the fourth quarter
  of 2003 the effect of its restatement of its prior year financial statements is not material to the
  Company’s prior year statements of earnings. The adjustments related the investment are stated in the
  Note 12 (a).
4. SIGNIFICANT ACCOUNTING POLICIES
  The financial statements have been prepared in accordance with accounting standards pronounced by
  the Institute of Certified Accountants and Auditors of Thailand (ICAAT) and with the Accounting
  Act B.E. 2543. The consolidated and company financial statements have been prepared on the basis
  of historical cost.
  Significant accounting policies adopted by the Company and the subsidiary companies are
  summarised below: -
  4.1 Revenue Recognition
       (a) Rental and services income are recognised as revenue on accrual basis at the amount as
           fixed under the related lease agreement.
        (b) Revenues from hotel operations, mainly comprise revenues from room sales, food and
            beverages sales and auxiliary activities, and represent the invoiced value (excluding
            value added tax) of goods supplied and services rendered after deducting discounts.
        (c) Revenues from services and commission are recognised when services are rendered.
        (d) Revenues from restaurant represent the invoiced value after deducting discounts and
            allowances, excluding value added tax.
        (e) Interest income is recognised as revenue on a time proportion basis.




                                                -4-
4.2 Cash and cash equivalents
     Cash and cash equivalents consist of cash on hand, cash at banks and deposits at financial
     institutions with an original maturity of three months or less and not subject to restriction.
4.3 Trade accounts receivable and allowance for doubtful accounts
     Trade accounts receivable are stated at the net realisable value. Allowance for doubtful
     accounts is provided to cover the estimated losses that may be incurred in the collection. The
     allowance is based on collection experience and current status of receivables outstanding at the
     balance sheet date. Bad debts will be written off for the accounts considered uncollectible.
4.4 Inventories
     Inventories are stated at the lower of cost or net realisable value. Cost is determined on the
     weighted average method. Net realisable value is the estimate of the selling price in the
     ordinary course of business less the cost of completion.
4.5 Investments
     Investments in the subsidiary and associated companies as recorded in the Company’s book
     and investment in associated company in the consolidated financial statements are accounted
     for under equity method. Under this method, the investment is recorded at cost and for each
     subsequent year the investment is adjusted to incorporate the Company’s proportionate share
     of the operating results in the subsidiary. However, the Company will record additional loss on
     its investments in associated company only upto an amount equal to the commitments and
     guarantees it has.
     The excess of cost over net book value in the balance sheet has been amortised over the period
     of 5 - 10 years.
     Investments in available-for-sale securities are determined at fair value. The change in value
     of securities is recorded as a separate item in shareholders’equity until securities are sold, the
     change shall be included in determining earnings.
     Fair value of marketable securities is based on the latest bid prices of the last working day of
     year quoted by the Stock Exchange of Thailand.


                                              -5-
     Investments in non-marketable equity securities, which the Company holds as other
     investment, are valued at cost.
    Weighted average method is used for computation of cost of investments.
4.6 Investment in property fund
     Investment in the units of a property is treated by the Company as investment in an associated
     company and stated under the equity method.
     The financial statements of the property fund are prepared under accounting policies which
     differ from those of the Company in some respects. However, for the purpose of recording the
     Company’s interest in the equity of the property fund, the Company has not adjusted the
     property fund’s financial statements to state then under the same accounting policies as
     applied by the Company because the amount is immaterial to financial statements.
4.7 Negative goodwill
     Negative goodwill is generated as a result of investments in subsidiaries being made at a cost
     lower than the subsidiaries’ net book value.
     Negative goodwill are amortised it over the remaining useful life of the assets on a straight-line
     basis.
4.8 Land held for future development
     Land held for future development is stated at cost less provision for impairment, if any. Cost
     comprises cost of land, interest costs and other related acquisition costs incurred.
     Capitalisation of interest ceases when properties are ready for their intended use or sale.
     Where the carrying amount of the land is greater than its estimated recoverable amount, a
     provision for impairment is made to reduce the carrying amount to the recoverable amount.
4.9 Property, plant and equipment
     The Company records property and equipment at cost. Cost is measured by the cash or cash
     equivalent price of obtaining the asset and bringing it to the location and condition necessary
     for its intended use.



                                              -6-
     Land is stated at cost. Buildings and equipment are stated at cost less accumulated
     depreciation and provision for impairment (if any).
     Where the carrying amount of an asset is greater than its estimated recoverable amount, it is
     written down immediately to its recoverable amount. The estimated recoverable amount is the
     higher of the anticipated discounted cash flows from the continuing use of the asset and the
     amount obtainable from the sale of the asset less any cost of disposal.
4.10 Depreciation
     Depreciation of plant and equipment is calculated by reference to their costs on a straight-line
     method over the estimated useful lives as follows: -
      Building on leasehold land, building improvements
        and leasehold rights                                -       Remaining lease period
      Land, building and building improvement               -        5 - 40 years
      Integral fixed plant                                  -            20 years
      Furniture, fixture and equipment                      -        5 - 10 years
      Hotel operating equipment                             -       Inventory basis
      Motor vehicles                                        -             5 years
     No depreciation is provided for land and construction in progress.
     When a fixed asset is retired or disposed of, the Company will write-off both the asset and the
     related accumulated depreciation from the accounts, and recognise any gain or loss from the
     retirement of the asset in the statement of earnings.
     Expenditures for addition, renewal and betterment, which result in a substantial increase in an
     asset’s current replacement value, are capitalised. Repair and maintenance costs are
     recognised as expenses when incurred.
4.11 Leasehold right
     Leasehold right is stated at cost less accumulated amortisation. Amortisation of leasehold right
     is calculated by reference to its cost on a straight-line basis over the period of lease.




                                             -7-
4.12 Capitalisation of borrowing costs
     The Company and its subsidiaries capitalise interest cost and other financial charges relating to
     the construction and supply costs as part of the project costs. The capitalisation of the
     borrowing cost will be discontinued when the construction is completed and ready for intended
     use.
4.13 Gains from troubled debt restructuring
     The Company adopts an accounting policy related to troubled debt restructuring whereby in
     case of a transfer of assets to settle debts, the excess of the debt extinguished by the creditors
     over the fair value of the assets transferred is recognised as an extraordinary gain in the
     earnings statements and the difference between the fair value and the net book value of the
     assets transferred is treated as a gain/loss from disposal of assets.
     In cases where the Company issues shares or otherwise grants an equity interest to a creditor in
     fully settlement of a payable, the Company accounts for the equity interest at its fair value. The
     difference between the fair value of the equity interest granted and the carrying amount of the
     payable settled is recognised as an extraordinary gain on debt restructuring in the earnings
     statements.
     When the debt restructuring involves a waiver of debts, a portion of the waived debts that
     exceeds the aggregate amount of interest expenses to be incurred over the term of the new
     agreement is recognised as an extraordinary gain in the earnings statements.
4.14 Foreign currencies
     Foreign currency transactions incurred during the year are translated into Baht at the rates
     ruling on the transaction dates. Assets and liabilities in foreign currency outstanding on the
     balance sheet date are translated into Baht at the rates ruling on the balance sheet date.
     Exchange gains and losses are included in determining earnings.
4.15 Financial instruments
     The Company and subsidiary have no policy to speculate in or engage in the trading of any
     financial derivative instruments.


                                              -8-
        Financial instruments carried on the balance sheet include cash and bank balances,
        investments, trade receivables, trade creditors, loans and debentures. The particular
        recognition methods adopted are disclosed in the individual policy statements associated with
        each item.
  4.16 Basic earnings per share
        Basic earnings per share determined by dividing the net earnings (loss) for the year by the
        weighted average number of ordinary shares held by outside shareholders, after adjustment of
        the number of shares in issue of the prior year to reflect the change in the number of ordinary
        shares resulting from the change in par value and the reduction of par value of ordinary shares
        discussed in Note 21.
  4.17 Use of accounting estimates
        Preparation of financial statements in conformity with generally accepted accounting
        principles requires management to make estimates for certain accounting transactions,
        affecting amounts reported in the financial statements and notes related thereto. Subsequent
        actual results may differ from these estimates.
5. PLEDGED DEPOSITS AT FINANCIAL INSTITUTION - SHORT-TERM
  As at 31 December 2004, a subsidiary company pledged a saving account of Baht 628 million with a
  bank to secure loans of the subsidiaries. At present, the management of the subsidiaries is negotiating
  to change the collateral to the bank to land belonging to a subsidiary, and expects to receive approval
  from the bank in 2005.
6. TRADE ACCOUNTS RECEIVABLE
                                                                                    (Unit: Thousand Baht)
                                                        Consolidated           The Company Only
                                                     2004          2003        2004         2003
   Trade accounts receivable - hotel operations       62,547        54,410       -            -
   Rental and service receivables
     Residential buildings                           27,555         25,387       6,782       19,864
     Office buildings                                24,450         23,084      10,071           345
     Others                                           9,857         8,739          961           39
   Total                                             61,862         57,210      17,814        20,248
   Total                                            124,409       111,620       17,814        20,248
   Less: Allowance for doubtful accounts            (30,325)      (31,299)     (14,199)     (15,051)
   Trade accounts receivable - net                   94,084        80,321         3,615       5,197

                                                  -9-
  As at 31 December 2004 and 2003, the balances of accounts receivable are classified by aging as
  presented below: -
                                                                                           (Unit: Thousand Baht)
                                                                 Consolidated         The Company Only
                                                              2004          2003      2004        2003
   Trade accounts receivable - hotel operations
    Not more than 3 months                                     58,253       52,635     -               -
    Overdue 3 - 6 months                                        1,554        1,737     -               -
    Overdue 6 - 12 months                                       -               38     -               -
    Total                                                      59,807       54,410     -               -
    Less: Allowance for doubtful accounts                     (15,483)        (260)    -               -
    Trade accounts receivable - hotel operations - net         44,324       54,150     -               -
   Rental and service receivables
    Not more than 3 months                                     30,584       18,407      2,421          2,257
    Overdue 3 - 6 months                                        2,118        1,861        423            852
    Overdue 6 - 12 months                                       1,467        2,610        395          1,207
    Over 12 months                                             30,433       34,332     14,575         15,932
    Total                                                      64,602       57,210     17,814         20,248
    Less: Allowance for doubtful accounts                     (14,842)     (31,039)   (14,199)       (15,051)
    Rental and service receivables - net                       49,760       26,171      3,615          5,197
    Trade accounts receivable - net                            94,084       80,321      3,615          5,197

  An allowance for doubtful accounts has been set up from balance of accrued rental income
  outstanding more than one year, after deducting deposits and advances received from customers.
7. RELATED PARTY TRANSACTIONS
  During the years, the Company had significant business transactions with its subsidiaries (which
  have already been eliminated from the consolidated financial statements), associated and related
  companies which are related by way of shareholding or common shareholders or common directors.
  Such transactions, which have been concluded on the terms and basis as shown in the agreement or
  as determined by the Company and those companies are summarised below: -



                                                     - 10 -
                                                                                                             (Unit: Million Baht)
                                                       For the years ended 31 December
                                                 CONSOLIDATED                  THE COMPANY ONLY                  Pricing policy
                                                2004            2003            2004       2003
Transactions with subsidiary companies:
(Eliminated from consolidated financial statements)
  Interest expenses                               -                -          12.7       14.3         5.5, 7 - 9 percent per annum
  Rental expense                                  -                -          10.5        -           Contract price
  Interest income                                 -                -          45.4        2.3         0.25, 5.5 percent per annum
Transactions with associated companies:
  Interest income                                  2.0             -            2.0       1.8         0.25, 6 percent per annum
  Management fee income                            5.3             -          -            -          Contract price
  Work in process                               803.0              -          -            -          Contract price
  Dividend income                                63.9              -          63.9         -          As declared
Transactions with related companies:
  Interest income                               632.3           673.2        632.3      654.5         MLR, MOR, 21 percent per annum
  Rental income                                    1.1            2.2          1.1        2.2         Contract price

As at 31 December 2004 and 2003, the Company had the following significant balances of assets and
liabilities with its related companies as follows: -
                                                                                                     (Unit: Thousand Baht)
                                                                Consolidated                 The Company Only
                                                             2004          2003             2004         2003
 Amounts due from related companies:
 Subsidiary
   Natural Real Estate Company Limited
    (Formerly known as “Suriyawong
     Holding Company Limited”)                                 -               -                    442                 96
   Natural Project Chao Phraya Company
     Limited (Formerly known as “Modern
     Project Company Limited”)                                 -               -                13,331              -
 Associated companies
   Sansiri Public Co., Ltd.                                    2,403            1,502           2,054               1,502
   BoA Apartment Property Fund One                            48,598              805           -                   -
   Syntec Construction Public Company
     Limited                                                       504         -                -                   -




                                                            - 11 -
                                                                        (Unit: Thousand Baht)
                                            Consolidated           The Company Only
                                         2004          2003       2004         2003
Related companies
  The Natural Place Tower Ltd.            68,976        67,841     68,976         67,841
  Sathorn Office Park Co., Ltd.            3,686         3,686      3,686          3,686
  Richee Holding Alliance Co., Ltd.          496         -          -              -
  Richee Inter Business Co., Ltd.            330         -          -              -
  Others                                     891           132        132            132
Total                                    125,884        73,966     88,621         73,257
Less: Allowance for doubtful accounts    (71,531)      (70,494)   (71,531)       (70,494)
Net                                       54,353         3,472     17,090          2,763
Amounts due to related companies:
Subsidiary
  Natural Real Estate Company Limited
    (Formerly known as “Suriyawong
    Holding Company Limited”)              -            -          8,003              850
  Park Gourmet Company Limited             -            -            246          -
  Park Cuisine Company Limited
    (Formerly known as “Extra
    Management Company Limited”)           -            -              175        -
Associate companies
 BoA Apartment Property Fund One          50,403        9,436            7        -
  Syntec Construction Public Company
    Limited                              451,787        -          -              -
Related companies
  Relax Beach Company Limited              1,073            535    -              -
  The Natural Place Tower Ltd.               321            321    -              -
  Others                                     731        -            260          -
Total                                    504,315       10,292      8,691              850




                                        - 12 -
Short-term loans to related parties and interest receivable consist of: -
                                                                                                         (Unit: Thousand Baht)
                                                                        The Company Only
                                          31 December                                                        31 December
                                              2003          Increase        Decrease       Revaluation           2004
 Subsidiary companies
 Park Opera Company Limited                   11,501          85,821           (10,000)         -                  87,322
 Natural Club Limited                          1,937             693            -               -                   2,630
 Natural Venture Company Limited
  (Formerly known as “Richee Ventures
  Holding Company Limited”)                  430,327         101,075          (100,422)         -                 430,980
 Natural Park Ville Company Limited           36,006          59,724           (21,000)         -                  74,730
 Delux Origin Company Limited                 13,821           4,027           (17,848)         -                  -
 Richee Property Management Company
  Limited                                     11,502          17,536           (14,529)         -                  14,509
 Natural Hotel Siam Company Limited
  (Formerly known as “Richee Intertrade
   Supply Company Limited”)                  115,186         612,721          (349,949)         -                 377,958
 Natural Project Chao Phraya Company
   Limited (Formerly known as “Modern
   Project Company Limited”)                   -            1,107,801         (586,044)         -                 521,757
 Natural Hotel Sukhumvit Company
   Limited (Formerly known as “Richee
   Center and Supply Company Limited”)         -             286,554          (283,773)         -                   2,781
 Kyoto Resorts YK Company Limited              -             267,721            -              (1,459)            266,262
 Park Cuisine Company Limited
   (Formerly known as “Extra
    Management Company Limited”)               -              41,925               (23)         -                  41,902
 Natural Hotel Panwa Company Limited
  (Formerly known as “Panwa Hotel
  Company Limited”)                            -                  48,884        -               -                   48,884
 Aimtop Investments Limited                    -                2,429           -                 145               2,574
 Total                                       620,280        2,636,911       (1,383,588)        (1,314)          1,872,289
 Less: Allowance for doubtful accounts         -              (45,481)          -               -                 (45,481)
 Short-term loans to subsidiaries - net      620,280        2,591,430       (1,383,588)        (1,314)          1,826,808
 Consist of: -
  Loans                                      618,068                                                            1,856,842
  Interest receivable                          2,212                                                               15,447
 Total                                       620,280                                                            1,872,289
 Less: Allowance for doubtful accounts         -                                                                   (45,481)
 Short-term loans to subsidiaries - net      620,280                                                              1,826,808

                                                   - 13 -
                                                                                    (Unit: Thousand Baht)
                                                       Consolidated / The Company Only
                                         31 December                                      31 December
                                             2003          Increase        Decrease           2004
Associated company
Siri Phuket Company Limited                   76,922          12,034            -               88,956
Total                                         76,922          12,034            -               88,956
Consist of: -
  Loans                                       75,068                                            82,418
  Interest receivable                          1,854                                             6,538
Total                                         76,922                                            88,956
                                                                                     (Unit: Thousand Baht)
Related companies                                            The Company Only / Consolidated
                                                                2004               2003
The Natural Place Tower Limited                                  1,666,819             1,576,725
Sathorn Office Park Company Limited                                  72,673               69,443
Chatnarong Company Limited                                       1,916,077           1,841,877
M&C Property Service Company Limited                             6,762,404           6,386,850
Nom Anant Company Limited                                           719,148              694,933
Panya Holding Company Limited                                    1,761,296             1,696,281
Total                                                           12,898,417           12,266,109
Less: Allowance for doubtful accounts                          (12,898,417)        (12,266,109)
Net                                                               -                   -
Consist of: -
 Loans                                                            6,750,002               6,750,002
 Interest receivable                                              6,148,415               5,516,106
  Total                                                          12,898,417              12,266,108
 Less: Allowance for doubtful accounts                          (12,898,417)            (12,266,108)
Net                                                               -                       -

Doubtful accounts for the year                                        632,309               654,518




                                           - 14 -
Long-term loan to related parties and interest receivable consists of: -
                                                                                       (Unit: Thousand Baht)
                                                                     Consolidated
                                            31 December                                        31 December
                                                2003          Increase        Decrease             2004
 Associated company
 Pacific Avant Holdings Company Limited           13,177         -                  (13,177)        -
 Total                                            13,177         -                  (13,177)        -
 Consist of: -
  Loans                                           10,182                                            -
  Interest receivable                              2,995                                            -
 Total                                            13,177                                            -
Short-term loan from related company and interest payable consist of: -
                                                                                       (Unit: Thousand Baht)
                                                                The Company Only
                                            31 December                                        31 December
                                                2003          Increase        Decrease             2004
 Subsidiary company
 Natural Real Estate Company Limited
  (Formerly known as “Suriyawong Holding
   Company Limited”)                            327,193          195,178       (286,430)         235,941
 Natural Hotel Sukhumvit Company Limited
  (Formerly known as “Richee Center and           -              118,091        (48,077)          70,014
   Supply Company Limited”)
 Delux Origin Company Limited                     -               16,586         (6,500)          10,086
 Pacific Assets Public Company Limited            -               60,000          -               60,000
 Total                                          327,193          389,855       (341,007)         376,041
 Consist of: -
   Loans                                        327,144                                          363,693
   Accrued interest                                  49                                           12,348
 Total                                          327,193                                          376,041




                                               - 15 -
                                                                                  (Unit: Thousand Baht)
                                                                  Consolidated
                                           31 December                                  31 December
                                               2003        Increase        Decrease         2004
   Associated company
   Syntec Construction Public Company
    Limited                                    300,690        -             (174,757)      125,933
   Total                                       300,690        -             (174,757)      125,933
   Consist of: -
    Loans                                      300,000                                     124,750
    Interest receivable                            690                                       1,183
   Total                                       300,690                                     125,933

  Long-term loans to and from related parties are unsecured and denominated in Thai Baht, Yen and
  US dollar. Interest rates on these loans vary from 0.25% - 15% per annum (2003: 6% - 15% per
  annum). The loans have no repayment terms.
8. INVENTORIES
                                                                              (Unit: Thousand Baht)
                                                                          Consolidated
                                                                      2004            2003
   Food                                                                5,386           3,210
   Beverage                                                            8,954           5,917
   Finished goods                                                        563            -
   Supplies                                                            7,685           8,549
   Total                                                              22,588          17,676

9. DEPOSIT FOR SHARE PURCHASE
  The outstanding balance of the year 2003 was a deposit that the Company paid to a foreign company
  to guarantee its purchase of a minimum number of the ordinary shares of a listed company under a
  share purchase agreement. The foreign company was unable to obtain the minimum number of
  shares required under the agreement and in 2004 the Company therefore exercised its right to
  terminate the agreement. The deposit has now been returned, together with a penalty.


                                             - 16 -
10. OTHER CURRENT ASSETS
                                                                             (Unit: Thousand Baht)
                                                 Consolidated             The Company Only
                                              2004           2003         2004        2003
   Advances                                    20,448          3,689         1,043         498
   Advances to subcontractors                 265,284        244,866       255,311    244,866
   Withholding tax                              2,994         51,564         2,686      -
   VAT receivable                              63,295         19,423         2,578       2,463
   Prepayments                                 33,999         37,165        13,678     19,596
   Others                                      48,485         34,815         5,166       5,302
   Total                                      434,505        391,522       280,462    272,725
   Less: Allowance for doubtful accounts     (254,472)      (254,947)    (247,347) (247,347)
   Net                                        180,033        136,575        33,115     25,378

11. PLEDGED DEPOSITS AT FINANCIAL INSTITUTIONS - LONG-TERM
  As at 31 December 2004 and 2003, the Company and subsidiaries have used financial institution
  deposit as a guarantee for interest payment, utilities and debenture.
12. INVESTMENTS AND EXCESS OF COST OVER NET BOOK VALUE
  The changes of the investment and the excess of cost over book value during the year 2004 are as
  follow: -
  a)   Invested in 31,719,311 additional ordinary shares of Pacific Assets Public Company Limited,
       representing 9.50% of the paid-up share capital of that company totaling Baht 253.7 million.
       Together with the 180 million ordinary shares already held as of 31 December 2003, the
       Company’s holding now comprises 63.40% of the paid-up share capital of that company.




                                             - 17 -
     As at 31 December 2003 the balance of excess of cost over book value includes the excess of
     cost of Baht 268.4 million incurred from the investment in ordinary shares of Pacific Assets
     Public Company Limited of 180,020,236 shares with the par value of Baht 10 per share or
     53.9% of the paid-up share capital of the company. Such excess of cost is the difference
     between the investment cost of Baht 1,440.16 million and the book value of net assets of Baht
     1,171.76 million by proportion of investment on at the date that the Company acquired the
     business. The Company did not adjust the difference to related accounts due to the appraisal
     value was not up to date, thus, the fair value may not be appropriate. Therefore, the Company
     reappraised the fair value of assets or liabilities of the subsidiary. However, since the
     investment in such company incurred during the forth quarter of year 2003, the affect from fair
     value adjustment is immaterial to the financial statements.
     Consequently, during the first quarter of 2004, the Company has recorded the difference
     between the fair value of net assets of the subsidiary as per the report of an independent
     appraiser and the book value in the relevant asset accounts and is amortising its over the
     remaining useful life of the assets.
     As previously mentioned in Note 3, the subsidiary has restated its previous year financial
     statements. However, the restatement caused the fair value of net assets of the subsidiary to
     decrease. Therefore, the Company adjusted the difference between the investment cost, fair
     value and book value of net assets in the relevant asset accounts in the consolidated balance
     sheet.
     From the appraisal of the fair value and the restatement of the financial statements of the
     subsidiary, the Company recorded Baht 76.7 million excess of the fair value of the net assets
     over investment cost under the heading of “Negative goodwill” in the balance sheet and is
     amortising it over the remaining useful life of the assets and restated in 2003 financial
     statements for comparison.
b)   Invested in 9,993 ordinary shares of a newly established company, Natural Project Chaopraya
     Company Limited (formerly known as “Modern Project Company Limited”), with a par value
     of Baht 100 each, at a price of Baht 999,300. This represents 99.9% of the paid-up share
     capital of that company.




                                            - 18 -
c)   Invested in 2,700,000 ordinary shares of Natural Hotel Sukhumvit Company Limited
     (Formerly known as “Richee Center and Supply Company Limited”), with a par value of Baht
     100 each, at a price of Baht 270 million. This represents 67.5 % of the paid-up share capital of
     that company.
     During the year, the Company adjusted the Baht 56.7 million difference between the fair value
     of the net worth of the subsidiary as per the report of an independent appraiser and the book
     value under the heading “Land” in the balance sheet.
     The Company recorded the Baht 30.9 million excess of the fair value of the net worth over the
     cost of the investment under the heading of “Negative goodwill” in the balance sheet.
d)   Invested in 147,721,229 additional ordinary shares of Sansiri Public Company Limited, at a
     price of Baht 5 per share, a total of Baht 738.6 million, which the Company holds a 24.61% of
     the paid up share capital of that company.
     During the year 2004, the Company has reclassified account of the excess of cost over book
     value of Baht 640 million to be included in the investment value of such affiliated company
     and amortising it over a period of 10 years under the straight-line method.
e)   Invested in 617,628 additional ordinary shares of Bangkok Metro Public Company Limited
     (an associated company in which the Company holds a 24.71%) with a par value of Baht 100
     each, for a total of Baht 61.76 million, in order to maintain its proportionate shareholding in
     that company following a capital increase.
     During the year 2004, the Company has reclassified account of the excess of cost over book
     value of Baht 880 million to be included in the investment value of such affiliated company
     and amortising it over a period of 10 years under the straight-line method.
f)   Purchased of 5,999,994 ordinary shares of Park Cuisine Company Limited (formerly known as
     “Extra Management Company Limited”), with a par value of Baht 10 each, at a price of Baht
     59.99 million. This represents 100% of the paid-up share capital of that company.
     The Company recorded the Baht 35.37 million excess of the cost of the investment over the
     net book value under the heading of “Excess of cost over net book value” in the balance sheet
     and is amortising it over a period of 10 years.



                                             - 19 -
g)   Invested in 500,000 ordinary shares of a newly established company, Park Gourmet Company
     Limited, with a par value of Baht 100 each, 50% call-up, at a price of Baht 25 million. This
     represents 100% of the paid-up share capital of that company.
h)   Invested in 60 ordinary shares of Kyoto Resorts YK Company Limited, which is established in
     Japan, with a par value of JPY 50,000 each, at a price of JPY 60 (approximately Baht 22). This
     represents 100% of the paid-up share capital of that company.
i)   Invested in 940 additional ordinary shares of Kyoto Resorts YK Company Limited with a par
     value of JPY 50,000 each, for a total of JPY 47 million. This represents 100% of the paid-up
     share capital of that company.
j)   Invested in 10 ordinary shares of Aimtop Investments Limited, which is established in British
     Virgin Islands (BVI), with a par value of USD 1 each, at a price of USD 10. This represents
     100% of the paid-up share capital of that company.
k)   Invested in 6,100,000 additional ordinary shares of Aimtop Investments Limited with a par
     value of USD 1 each, for a total of USD 6.1 million. This represents 100% of the paid-up
     share capital of that company.
l)   Invested in 2,999,994 ordinary shares of Natural Hotel Panwa Company Limited (Formerly
     known as “Panwa Hotel Company Limited”), with a par value of Baht 100 each, at a price of
     Baht 299.99 million. This represents 100% of the paid-up share capital of that company.
     The significant conditions of share purchase agreement dated 29 June 2004 are as follow:
     1.    The company has additional capital commitments amounting to Baht 250 million in
           relation to the Panwa Beach Resort Hotel (“Hotel”) project to complete the 230-
           room hotel, which currently is under construction.
     2.    The seller of the shares is to take steps to enable the Company to purchase additional
           land as stipulated in the agreement at a price of not more than Baht 30 million.




                                             - 20 -
         Panwa Beach Resort Hotel project is a 230-room hotel, of which 77 rooms were completely
         renovated and start operation. As at the acquisition date the book value of the hotel was Baht
         368.5 million, while the fair value of the hotel per an independent appraisal report is Baht
         311.7 million. However, when construction of the hotel is complete, according to the
         independent appraisal report, the fair value of the hotel will then be Baht 733.7 million. The
         management expects that construction will be completed during the second quarter of 2005.
         The Company therefore currently records the Baht 53.7 million excess of the cost of the
         investment over its net worth as a suspense item under the caption “Excess of cost over book
         value” in the balance sheet. This will be adjusted to the net worth of the hotel and the
         Company’s investment account when construction of the project is completed.
m) Invested in 49,410,218 additional ordinary shares of Bangkok Metro Public Company Limited
   (an associated company in which the Company holds a 24.71%) with a par value of Baht 1
   each, at a price of Baht 3 per share, a total Baht 148.23 million, in order to maintain its
   proportionate shareholding in that company following a capital increase.
n)       Purchased of 3,562,500 additional shares of Natural Hotel Sukhumvit Company Limited
         (formerly known as “Richee Center and Supply Company Limited”) (an subsidiary company
         in which the Company holds a 67.5%) with a par value of Baht 100 each, 25% call-up, at a
         price of Baht 89.06 million, as a result the Company’s shareholding was increased to 71.57%.
The details of investments accounts for under equity method can be summarised below: -
Investments in subsidiaries                                             Percentage of                              The Company Only
                                            Paid-up share capital        ownership                 Cost method                         Equity method
                                             2004            2003      2004       2003         2004            2003              2004               2003
                                         Thousand Baht Thousand Baht    %          %       Thousand Baht   Thousand Baht     Thousand Baht      Thousand Baht
Park Opera Company Limited                     22,555         22,555   100.00     100.00          22,555          22,555            20,436             20,592
Natural Club Limited                              100            100   100.00     100.00             100             100           -                     (862)
Natural Real Estate Company Limited
  (Formarly known as “Suriyawong
  Holding Company Limited”)                 1,000,000      1,000,000   100.00     100.00       1,000,000         1,000,000        923,061               965,584
Natural Venture Company Limited
  (Formerly known as “Richee Ventures
  Holding Company Limited”)                       100            100   100.00     100.00             100               100            (2,730)             41,776
Natural Park Ville Company Limited             43,000         43,000   100.00     100.00         243,340           243,340        -                        4,546
Delux Origin Company Limited                      100            100    99.30      99.30              99                99         (1,574)                  (430)
Pacific Assets Public Company Limited#       3,340,00       3,340,00    63.40      53.90       1,693,916         1,440,162      2,056,249              1,452,798




                                                                       - 21 -
Investments in subsidiaries                                                     Percentage of                                 The Company Only
                                               Paid-up share capital              ownership                   Cost method                          Equity method
                                                2004            2003           2004       2003            2004             2003                2004             2003
                                            Thousand Baht Thousand Baht         %          %          Thousand Baht    Thousand Baht       Thousand Baht    Thousand Baht
Richee Property Management
  Company Limited                                  1,000             1,000      99.94      99.94                999                999           (2,665)                   706
Natural Hotel Siam Company Limited#*
  (Formerly known as “Richee Intertrade
  Supply Company Limited”)                       100,000        100,000         81.71      81.71             75,000              75,000          48,918                 64,489
Natural Project Chao Phraya Company
  Limited (Formerly known as “Modern
  Project Company Limited”)                        1,000         -             99.94          -                 999          -                  (49,631)            -
Natural Hotel Sukhumvit Company
  Limited#**
  (Formerly known as “Richee Center
  and Supply Company Limited”)                  518,750          80,000        78.28          -             359,063          -                  347,345             -
Park Cuisine Company Limited
  (Formerly known as " Extra
  Management Company Limited")                    60,000         10,000        100.00         -              60,000          -                   20,836             -
Park Gourmet Company Limited                      25,000         -             100.00         -              25,000          -                   23,981             -
Natural Hotel Panwa Company Limited
  (Formerly known as “Panwa Hotel
  Company Limited”)                            300,000           -             100.00         -             300,000          -                  280,140             -
Kyoto Resorts YK Company Limited#              JPY 50                -         100.00         -              17,106          -                   12,712             -
                                              million
Aimtop Investments Company Limited#           USD 6.1                -         100.00         -             248,100          -                  236,976             -
                                                 million
Total investments in subsidiaries                                                                         4,046,377         2,782,355         3,914,054            2,549,199
*
( Natural Hotel Siam Company Limited is held 75% by the Company and 6.71% through Natural Venture Company Limited)
(** Natural Hotel Sukhumvit Company Limited is held 71.57% by the Company and 6.71% through Natural Venture Company Limited)
# Audited by other auditors
Investments in associated companies                                               Percentage of                                    Consolidated
                                                 Paid-up share capital             ownership                    Cost method                          Equity method
                                                  2004           2003            2004       2003           2004             2003                2004               2003
                                             Thousand Baht    Thousand Baht       %           %        Thousand Baht Thousand Baht Thousand Baht Thousand Baht
                                                                                                                          (Restated)                            (Restated)
Natural Standard Company Limited#                  315,030        315,030        50.00        50.00          157,515          157,515               2,506              2,507
Siri Phuket Company Limited#                         1,000          1,000        49.00        49.00           38,318            38,318            -                   31,721
Sansiri Public Company Limited#                  7,368,143      7,556,727        24.61        24.33        2,268,606        1,530,000          2,321,810           1,542,508
Bangkok Metro Public Company Limited#            7,250,000      6,404,836        24.71        24.71        2,729,915        2,519,921          2,405,411           2,519,921
BoA Apartment Property Fund One#                   850,000        850,000        27.06        27.06          230,000          230,000            249,002             216,781
Syntec Construction Public
  Company Limited#
  (Held by Richee Ventures Holding
   Company Limited)                              1,600,000      1,600,000        26.82        26.82          429,144             429,144         427,028                471,195
Pacific Avant Holdings Company Limited
  (Held by Pacific Meridien Resorts
   Company Limited) #                             125,000            125,000       -          26.95          -                 272,000            -                   652,325
Total investments in associated companies                                                                  5,853,498         5,176,898          5,405,757           5,476,958


                                                                               - 22 -
#
    Audited by other auditors


Investments in associated companies                                           Percentage of                           The Company Only
                                                 Paid-up share capital         ownership               Cost method                       Equity method
                                                 2004            2003         2004     2003        2004          2003          2004                  2003
                                            Thousand Baht    Thousand Baht     %        %      Thousand Baht Thousand Baht Thousand Baht         Thousand Baht
Natural Standard Company Limited#                 315,030        315,030      50.00    50.00         157,515       157,515        2,506                 2,507
Siri Phuket Company Limited#                        1,000          1,000      49.00    49.00          38,318        38,318      -                      31,721
Sansiri Public Company Limited#                 7,368,143      7,556,727      24.61    24.33       2,268,606     1,530,000    2,321,810             1,582,508
Bangkok Metro Public Company Limited#           7,250,000      6,404,836      24.71    24.71       2,729,915     2,519,921    2,405,411             2,519,921
BoA Apartment Property Fund One#                  850,000        850,000      27.06    27.06         230,000       230,000      249,002               216,781
Total investments in associated companies                                                          5,424,354         4,475,754    4,978,729         4,353,438
#
    Audited by other auditors

The financial statements of two subsidiaries# and seven associated# companies for 2004 and 2003
were audited by other auditors who expressed unqualified opinion on those financial statements
except another auditor of an associated company, Sansiri Public Company Limited, who under his
report dated 27 February 2004, expressed a qualified opinion in that he was unable to adopt audit
procedures to satisfy himself as to the balance of an investment under the equity method in an
associated company of Baht 13.11 million, calculated based on the financial statements audited by
another auditor. The related share of profit for the year ended 31 December 2003 amounting to Baht
1.65 million, and unrealized gain on available for sale securities of Baht 2.98 million were included
in the associated company's financial statements.
The Company has partially pledged its shares of the investment in an associated company (Bangkok
Metro Public Company Limited) with a group of bank as partial collateral for an associated
company’s long term loan from such group of bank.
In 2003 a subsidiary, Natural Venture Company Limited recorded investment in an associated
company, Syntec Construction Public Company Limited under cost method, at the amount equal to
par value. The Company assessed the fair value of such investment at the date of acquisition of
subsidiary based on net assets value under equity method, and recorded the excess of cost over fair
value of investment amounting to Baht 72 million under the heading of “Excess of cost over net book
value” in the balance sheet. In 2004 the Company reclassified the excess amounting to Baht 65
million to cost of investment in the associated company and has amortised it on a straight basis over
10 years.



                                                                             - 23 -
In 2003 the Company invested Baht 38.3 million in ordinary shares of Siri Phuket Company limited,
representing 49% of paid up capital of that company. The Company recorded the excess of cost over
net book value in the balance sheet. In 2004 the Company reclassified the excess amounting to Baht
32 million to cost of investment in the associated company.
On 24 July 2003, a subsidiary (Natural Brands Limited) acquired land and construction thereon of
the projects “Natural Park Hill Golf Club” and “Natural Park Resorts Golf Club” from Thai Asset
Management Corporation for Baht 400 million. The acquisition was made in accordance with the
purchase option granted under the debt restructuring agreement of the Group of Natural Park Public
Company Limited executed on 29 February 1999. The Company provided an advance to the
subsidiary to pay Thai Asset Management Corporation on 23 May 2003 and the Company later
converted this advance to ordinary shares of Natural Brands Limited. Subsequently, on 3 September
2003, the Company disposed of its investment in ordinary shares of Natural Brands Limited to a
company for Baht 650 million and was paid in full. The gain of Baht 250 million on this disposal
has been recorded in the earnings statements for the year 2003.
The following table summarises the estimated fair value of assets acquired and liabilities assumed at
the date of acquisition including cash flows on acquisition of the subsidiary companies: -
                                                                                                   (Unit: Thousand Baht)
                                                                  2004                      2003
 Total assets                                                             934,126                     3,819,425
 Total liabilities                                                       (418,999)                   (1,468,114)
 Net assets acquired                                                      515,127                     2,351,311
 Excess of cost over net book value                       114,873                    340,919
 Less: Amortisation                                        (2,653)       112,220      (6,780)           334,139
 Less: Cash and deposit with financial institutions of
              the subsidiary companies                                   (29,148)                       (78,558)
 Cash flows on acquisition of the subsidiary companies                   598,199                      2,606,892

ACQUISITION IN THE SUBSIDIARY COMPANIES
Aimtop Investments Company Limited, an overseas subsidiary company of the Company, acquired
all of the outstanding ordinary shares of Sustipan d.o.o. Company Limited (SUS), which is
established in Croatia, with a registered value of 5,387,000 Croatian Kuna each, at a price of USD
6.03 million. This represents 100% of the paid-up share capital of that company.




                                                         - 24 -
  During the year, its subsidiary company adjusted the USD 5.2 million difference between the fair
  value of the net worth of SUS as per the report of an independent appraiser and the book value under
  the heading “Land” in the consolidated balance sheet.
  SALE OF INVESTMENT IN ASSOCIATED COMPANY
  On 5 October 2004 the meeting of the Company’s Board of Directors approved Pacific Meridian
  Resorts Company Limited, a subsidiary company selling all of the 625,000 ordinary shares it holds
  in Pacific Avant Holdings Company Limited, representing 50% of its registered capital, to Avnt
  Group at a price of Baht 2,592 per share, or a total of Baht 1,620 million. The sale was approved by
  the meeting of the Company’s shareholders held on 8 November 2004. The Company sold the above
  shares in November 2004 and recognised gain on sale of investment of Baht 939 million in current
  year statements of earnings.
13. OTHER LONG-TERM INVESTMENTS
                                                                                    (Unit: Thousand Baht)
                                                            Consolidated        The Company Only
                                                          2004        2003      2004         2003
   Investment in available-for-sale securities
   Aggregated cost
   Finansa Public Company Limited (18.75%
     held by the Company's, 31 December
     2003: 3.33%)                                         940,000    200,000    940,000     200,000
   Other listed securities                                   764        761        206          205
   Less: Unrealised gain (loss) on
              available-for-sale securities             (332,217)      8,569   (332,608)      7,919
   Investment in available-for-sales, at fair value      608,547     209,330    607,598     208,124
   Investment in other company
   JP-One Asset Company Limited                           30,600       -        30,600        -
   Total other long-term investments                     639,147     209,330   638,198      208,124




                                                      - 25 -
14. PROPERTY, PLANT AND EQUIPMENT
                                                                                                                                                                                    (Unit: Baht)

                                                                                                              Consolidated
                                                               Building and                          Furniture,
                                                                 building         Integral fixed    fixture and       Hotel operating        Motor            Construction
                                              Land             improvement            plant         equipment           equipment           vehicles           in progress                Total
   Cost
   31 December 2003                       1,070,619,627        3,793,761,247      798,368,181      311,281,787          18,388,954         34,670,457             114,341,357      6,141,431,610
   Adjust/reclassify                         92,794,362          (61,541,879)     (56,704,702)      32,111,278           1,245,275         (1,786,145)                -                6,118,189
   Acquisitions                             585,203,182           45,772,066           -            76,909,978           1,930,675          3,705,606             215,415,515        928,937,022
   Surplus during acquisition
     of subsidiaries                         15,734,994           56,002,706         9,453,023      59,095,369           9,308,597           9,302,260       1,126,253,892         1,285,150,841
   Disposals/write off                          -                 (4,908,604)           -           (9,009,905)         (8,984,699)         (2,764,697)            -                 (25,667,905)
   Transfer in (out)                        (15,000,000)          54,445,256            -           41,479,885             675,011              -              (81,600,152)              -
   31 December 2004                       1,749,352,165        3,883,530,792      751,116,502      511,868,392          22,563,813         43,127,481        1,374,410,612         8,335,969,757
   Accumulated depreciation
   31 December 2003                             -              1,329,787,722      351,591,383      261,127,262                -            22,193,529                 -            1,964,699,896
   Adjust/reclassify                            -               (118,469,788)      50,117,678      (25,800,957)               -              (888,972)                -              (95,042,039)
   Depreciation for the year                    -                 11,912,251           -            12,458,207               879,842          800,760                 -               26,051,060
   Surplus during acquisition
     of subsidiaries                            -                126,888,226       35,129,590       48,926,212                18,727        4,273,411                 -                 215,236,166
   Accumulated depreciation on
     disposals                                  -                 (4,270,014)           -           (2,056,128)               -             (1,728,036)               -                  (8,054,178)
   31 December 2004                             -              1,345,848,397      436,838,651      294,654,596               898,569       24,650,692                 -            2,102,890,905
   Provision for impairment loss
   31 December 2003                         322,675,054                 -               -                -                    -                 -                     -                 322,675,054
   Provision for impairment loss                -                       -               -                -                    -                 -                  17,571,531            17,571,531
   31 December 2004                         322,675,054                 -               -                -                    -                 -                  17,571,531           340,246,585
   Net book value
   31 December 2003                         747,944,573        2,463,973,525      446,776,798       50,154,525          18,388,954         12,476,928             114,341,357      3,854,056,660
   31 December 2004                       1,426,677,111        2,537,682,395      314,277,851      217,213,796          21,665,244         18,476,789        1,356,839,081         5,892,832,267
   Depreciation for the years (as included in statements of earnings)
   2003
   2004                                                                                                                                                                                  47,192,005
                                                                                                                                                                                        215,236,166

                                                                                                                                                                                    (Unit: Baht)
                                                                                                             The Company Only
                                                                                Building and                                  Furniture,
                                                                                  building         Integral fixed            fixture and                Motor
                                                              Land              improvement            plant                 equipment                 vehicles                 Total
   Cost
   31 December 2003                                         2,509,200           230,772,859        206,080,793                29,562,652               1,460,000           470,385,504
   Acquisitions                                                -                     -              22,625,731                11,050,465                  32,114            33,708,310
   Disposals                                                   -                     -              (4,770,360)               (2,165,662)               (960,000)           (7,896,022)
   31 December 2004                                         2,509,200           230,772,859        223,936,164                38,447,455                 532,114           496,197,792




                                                                                      - 26 -
                                                                                                                                (Unit: Baht)
                                                                              The Company Only
                                                         Building and                     Furniture,
                                                           building     Integral fixed   fixture and     Motor
                                           Land          improvement        plant        equipment      vehicles        Total
 Accumulated depreciation
 31 December 2003                            -            114,730,697      134,068,982    23,544,446    1,121,754    273,465,879
 Depreciation for the year                   -              8,187,857        6,332,972     3,373,424      147,634     18,041,887
 Accumulated depreciation on
  disposals                                  -                 -            (4,270,015)   (1,988,587)    (767,871)    (7,026,473)
 31 December 2004                            -            122,918,554      136,131,939    24,929,283      501,517    284,481,293
 Net book value
 31 December 2003                         2,509,200       116,042,162       72,011,811     6,018,206      338,246    196,919,625
 31 December 2004                         2,509,200       107,854,305       87,804,225    13,518,172       30,597    211,716,499
 Depreciation for the years (as included in statements of earnings)
 2003                                                                                                                 17,206,152
 2004                                                                                                                 18,041,887


The Company had entered into lease agreements covering the land where its buildings are situated.
Under the lease agreements, the lease period is thirty years commencing as from         1 March
1988 and the Company is committed to pay future rental at the rate specified in the agreements
totalling Baht 11.8 million.

During 2004, the subsidiary has capitalized interest expenses of approximately Baht 24.55 million as
part of project in construction in progress.
As at 31 December 2004, certain equipment items of the Company and its subsidiaries have been
fully depreciated but are still in use. The original cost, before deducting accumulated depreciation, of
those assets amounted to Baht 368.2 million (The Company Only: 82 million)
The Company had mortgaged certain plots of land and buildings with the lenders to secure against
the loans from financial institutions.




                                                                  - 27 -
15. LEASEHOLD RIGHT OF LAND AND BUILDING
                                                                                (Unit: Thousand Baht)
                                                                       2004             2003
   Leasehold right of land and office building                         1,823,246        2,058,094
   Less: Accumulated amortisation                                       (258,908)       (218,065)
   Cost of sales leasehold right of land and building                    -              (321,092)
   Leasehold right of land and office building - net                   1,564,338        1,518,937

   Amortisation during the year                                           43,222             45,336
  A subsidiary, Natural Park Ville Company Limited, acquired a 30-year right to construct and lease
  building on land of the Crown Property Bureau, whereby rental is payable at Baht 800,000 per month
  from the date construction of the building has to be completed (June 2003) and such rental payment
  is to be increased by 10 percent every 3 years. On 12 September 2003, the subsidiary transferred the
  rights under the agreement to construct and lease buildings on land of the Crown Property Bureau,
  together with the assets and business of a serviced apartment operated on the leased property, to the
  Company for payment of Baht 461 million. Subsequently, on 17 September 2003, the Company
  disposed of the above rights, together with the assets and business of the serviced apartment operated
  on the leased property, to BoA Apartment Property Fund One at a price of Baht 765 million.
  The Company and the subsidiary companies have mortgaged part of the land leasehold rights and
  office building collateral for loans from financial institutions.
16. NEGATIVE GOODWILL
                                                                                (Unit: Thousand Baht)
                                                                                Consolidated
  31 December 2003                                                                 65,152
  Addition from acquisition of the subsidiary companies                           102,272
  Less: Accumulated amortisation                                                   (3,591)
  31 December 2004                                                                163,833

  Amortisation for the year                                                          3,591




                                                - 28 -
17. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS
  The balance as at 31 December 2004 and 2003 represents short-term loan from financial institutions
  on which interests are charged at the rate of MOR per annum or the rate as stipulated in promissory
  notes.
  These loan have been secured by the mortgage of the subsidiary’s land and construction thereon and
  the pledge of ordinary shares of subsidiaries and the guarantee of the Company.
18. OTHER CURRENT LIABILITIES
  As at 31 December 2004 and 2003, other current liabilities consist of: -
                                                                                       (Unit: Thousand Baht)
                                                     Consolidated              The Company Only
                                                 2004           2003           2004        2003
   Accrued interest                               37,224          12,710        30,407        7,125
   Liabilities from guarantee to others            -              25,000         -           -
   Accrued expenses                              149,247        131,862         16,780        8,528
   Accrued legal case                              -              19,964         -           -
   Other payables                                 62,714          14,902        25,624        1,980
   Others                                         36,322          12,901           694        2,040
   Total                                         285,507        217,339         73,505      19,673

19. DEBENTURES
                                                                                  (Unit: Thousand Baht)
                                                                                Consolidated
  Subsidiary                                                                 2004          2003
  Baht 440 million of 5-year partially secured, registered,
   amortising debentures (maturing on 10 April 2008).                        407,000          433,400
  The debentures bear interest at rate of 5.50% per annum,
   repayable quarterly and secured by leasehold right
   of land and building and deposit at financial institution
  Less: Current portion                                                      (41,800)         (26,400)
  Debentures - net                                                           365,200          407,000


                                                - 29 -
  The conditions of issuance of the debentures include certain restrictions and covenants, such as not
  creating any lien on the Company’s assets, not paying dividends if the Company default on payment
  of interest, and the maintenance of certain financial ratios.
20. LONG-TERM LOANS
                                                                                     (Unit: Thousand Baht)
                                                   CONSOLIDATED             THE COMPANY ONLY
                                                2004           2003         2004            2003
                                                             (Restated)
   Long-term loans are repayable as follows :
   In one year or less                            998,429         437,711     721,570          257,860
   Between two and five years                   3,426,341       3,250,962   1,792,430        2,256,140
   After five years                               340,425         246,787      -                -
      Total                                     3,766,766       3,497,749   1,792,430        2,256,140
   Total                                        4,765,195       3,935,460   2,514,000        2,514,000

  In 2004 the Company was unable to comply with the loan agreements executed with financial
  institutions in respect of payments due amounting to Baht 558 million, and it had a negative cash
  flow from its operations. The Company is currently considering courses of action to resolve these
  problems by a single or through various means, which include finding a new business partner willing
  to make an offer acceptable to the Company and its shareholders, issuing convertible debentures to
  be sold to other investors at a reasonable price, or selling some of the assets of the Company at
  appropriate prices which yield the maximum benefit to the Company’s shareholders. (The Company
  has already taken certain steps, which are the Company sold the 725,000,000 ordinary shares held in
  Bangkok Metro Public Company Limited at a price of Baht 1.52 per share and received money
  amounting of Baht 1,102 million). The management believes that, given the above steps, the
  Company will be able to resolve its problems and to continue as a going concern.

  The Company and subsidiaries have mortgaged their land, hotel properties, buildings for rent related
  leasehold rights and land awaiting development and have pledged the following ordinary shares of
  subsidiary and associated companies to secure loans.




                                                       - 30 -
                                                      No. of ordinary shares     Par value per share
                                                        (Million shares)               (Baht)
  Subsidiary companies
     Natural Hotel Sukhumvit Company Limited
       (Formerly known as “Richee Center and
       Supply Company Limited”)                                  6.26                   100
     Pacific Assets Public Company Limited                     211.74                    10
     Nai Harn Beach Company Limited                                25                    10
     Baan Taling Ngam Company Limited                               8                    10
     Pacific Meridien Resorts Company Limited                      72                    10
     Pacific Estate Development Limited                            60                    10
  Associated companies
     Sansiri Public Company Limited                            362.72                     5
     Bangkok Metro Public Company Limited                      419.84                     1
     Syntec Construction Public Company Limited                429.14                     1
     BoA Apartment Property Company Limited                        23                    10
  Other related company
     Finansa Public Company Limited                             19.09                     5
  The interest of long-term loans was charged at the rate of 4.1% - 7.0% per annum.
  In addition, two subsidiaries still have contingent liabilities with regard to additional accrued interest
  expenses amounting to Baht 46 million which they will have to pay to lenders, if they are not able to
  comply with the terms and conditions specified in debt restructuring agreements.
21. SHARE CAPITAL
  On 14 January 2004, the Company registered the change of its registered and paid-up share capital to
  Baht 201,429 million (8,057.16 million ordinary shares of Baht 25 each) with the Ministry of
  Commerce, by reducing the par value of the shares from Baht 100 per share to Baht 25 per share.
  The eliminated capital of Baht 604,287 million is to be used to offset the discount on ordinary shares.
  The change is in accordance with the resolution of the extraordinary meeting of shareholders on 28
  October 2003.



                                                 - 31 -
  On 4 August 2004, the Company registered the change of its registered and paid-up share capital to
  Baht 80,571.6 million (8,057.16 million ordinary shares of Baht 10 each) with the Ministry of
  Commerce, by reducing the par value of the shares from Baht 25 per share to Baht 10 per share. The
  eliminated capital of Baht 120,857.4 million is to be used to offset the discount on ordinary shares.
  The change is in accordance with the resolution of the extraordinary meeting of shareholders held on
  28 April 2004.
  On 14 September 2004, the Extraordinary General Meeting of the Shareholders of the Company
  passed a resolution to increase the Company’s share capital from Baht 80,571.60 million to Baht
  95,462.01 million (9,546.20 million ordinary shares of Baht 10 each) through the issue of an
  additional 1,489.04 million new ordinary shares of Baht 10 each.
22. GAIN ON EARLY SETTLEMENT OF LIABILITIES UNDER REHABILITATION PLAN
  During 2003, the Company paid its liabilities under rehabilitation plan earlier than scheduled under
  the plan and there was therefore no future interest burden. The Company recorded gain on early
  settlement as an extraordinary item in the earnings statement for the year 2003.
23. CORPORATE INCOME TAX
  The Company does not have corporate income tax liabilities on its 2004 earnings because tax losses
  brought forward exceed the net earnings of the year.
  Corporate income tax of subsidiary companies has been calculated on net earnings after adding back
  certain expenses which are not deductible for tax computation purposes.
24. STATEMENT OF CASH FLOWS
  Cash and cash equivalents as at 31 December 2004 and 2003, as reflected in the statements of cash
  flows consist of the following: -
                                                                                          (Unit: Thousand Baht)
                                                     Consolidated                  The Company Only
                                                 2004               2003         2004            2003
   Cash and cash equivalents in balance sheets     415,470           1,906,391       33,501      1,812,926
   Current investments - net                       501,244             199,773     -               199,773
   Cash and cash equivalents in statements
    of cash flows                                  916,714          2,106,164       33,501       2,012,699


                                                 - 32 -
25. FINANCIAL INFORMATION BY SEGMENT
    The Company and subsidiaries’ main business is property development for rental, which consists of
    service apartment and office building for rent, hotel and others related business.
    The financial information by segment of rental and service business, hotel business and others
    business in the consolidated financial statements as of and for the years ended 31 December 2004
    and 2003 are as follows: -
                                                                                                                                      (Unit: Million Baht)
                                              Rental and service business        Hotel business         Other businesses             Total
                                                2004              2003         2004          2003     2004           2003   2004             2003
Revenues                                             514              253         564           104    129             -     1,207             357
Operating profit                                       5               68         146            39    42              -       193             107
Gain on disposal of subsidiary
  company                                                                                                                     -                 250
Gain on disposal of associated company                                                                                         939             -
Gain on sale of leasehold right of
  land and building and serviced
  apartment business                                                                                                          -                 63
Other income                                                                                                                   62               10
Selling and administrative expenses                                                                                          (553)            (179)
Settlement of outstanding legal case expense                                                                                  (21)            -
Doubtful debts and interest income                                                                                              2               (1)
Share of profit (loss) from investments
  accounted for under equity method                                                                                          (224)              67
Earnings before interest
  expenses and income tax                                                                                                     398              317
Interest expenses                                                                                                            (353)             (53)
Corporate income tax                                                                                                         (430)               (9)
Earnings (loss) from ordinary activities                                                                                     (385)             255
Extraordinary item - Gain on debt
  restructuring                                                                                                              -                  92
Earnings (loss) after extraordinary item                                                                                     (385)             347
(Earnings) loss attributable to minority interest                                                                            (201)                6
Net earnings (loss) for the year                                                                                             (598)             353

Property, plant and equipment, net                      2,260      2,300        2,153         1,397       123          42    4,536            3,739
Construction in progress                                  634         68          649         -            74          46    1,357              114
Leasehold rights, net                                     876        913          561           500       127         106    1,564            1,519
Land awaiting development                           -              -              868           602       794           5    1,662              607
Other assets                                         6,915         7,434          666           747       473         521    8,054            8,702
Total assets                                        10,685        10,715        4,897         3,246     1,591         720   17,173           14,681



                                                                            - 33 -
26. EMPLOYEES AND RELATED COST
                                                          Consolidated            The Company Only
                                                       2004         2003           2004      2003
   Number of employees as at year end                  1,031        1,467            122        76
   Employee costs for the year (Thousand Baht)       311,855 109,804              66,910    25,443
27. BANK GUARANTEES
  As at 31 December 2004, there were outstanding bank guarantees of approximately Baht 23.3
  million (The Company only: Baht 11.2 million) issued by the banks on behalf of the Company and
  subsidiaries as required in the normal course of business.
28. COMMITMENTS
  28.1 As at 31 December 2004, under an amendment to the agreement to construct and lease a
       building on land of the Crown Property Bureau and the BoA Apartment Property Fund One,
       the Company has a commitment to secure all of the Fund’s liabilities to the Crown Property
       Bureau related to the rental of land.
  28.2 As at 31 December 2004, the Company has entered into lease agreements covering the land
       where its buildings are situated. Under the lease agreements, the lease period is 30 years
       commencing as from 1 March 1988 and the Company is committed to pay future rental at the
       rate specified in the agreements totaling Baht 11.8 million.
  28.3 As at 31 December 2004, a subsidiary, Natural Park Ville Company Limited has the
       commitments under a property management agreement with BoA Apartment Property Fund
       One to guarantee minimum revenue of Baht 3.54 million per month from management of
       property until August 2005.
  28.4 As at 31 December 2004, a subsidiary, Natural Real Estate Company Limited, has the
       outstanding commitments as follows: -
       a)    Commitment under leasehold of land and office building agreement for a period of 30
             years, as follows: -
                                                                                          (Unit: Million Baht)
             22 November 2005 - 21 November 2012 at Baht 11.5 million per annum, totaling         80.5
             22 November 2012 - 21 November 2022 at Baht 14.5 million per annum, totaling        145.0
             22 November 2022 - 21 November 2032 at Baht 16.0 million per annum, totaling        160.0
                 Total                                                                           385.5
                                                 - 34 -
     b)    Commitment under license agreement for the use of name, trade-mark and brand name.
           The Company has to pay a fee at a percentage of revenue when the hotel commences
           operation.
     c)    Commitment of Baht 3.59 million and USD 0.034 million under building design and
           decoration agreement.
     d)    Commitment of Baht 44.34 million, USD 0.069 million and SGD 0.048 million under
           agreement for Civil and Structural, Mechanical and Electrical, and Architectural
           services.
28.5 On 11 June 2003, a subsidiary, Park Opera Company Limited, entered into a Memorandum of
     Understanding to lease part of the space in the “Siam Paragon Trade Center” project for 25
     years from the time the project is publicly opened. The subsidiary has to pay Baht 60 million
     to the project owner in order to assist with the construction costs (as at       31 December
     2004, the subsidiary has already paid Baht 50 million to the project owner, and the remaining
     balance is to be paid in installments in accordance with the Memorandum of Understanding).
     The rental fee for years 1-3 will be Baht 750,000 per month and this can be adjusted to not
     more than Baht 1 million for years 4-6. After the sixth year, the rental fee will increase at a
     rate of 10% every three years. On 11 September 2003, the subsidiary entered into an
     agreement to reserve these rights.
28.6 On 5 November 2003, a subsidiary, Natural Hotel Siam Company Limited, entered into an
     agreement to sub-lease land for development and construction of a hotel and serviced
     apartment buildings for lease project. The lease term is 28 years, ending 18 January 2032, and
     the subsidiary will pay Baht 500 million for the lease, and monthly rental throughout the lease
     period. Commencing from the date the project is opened for operation until 31 December 2014
     rental is Baht 2.5 million per month, from 1 January 2015 until 31 December 2024 it is Baht 3
     million per month and for the remainder of the lease period the rental 2024 adjusted each year
     by the rate of will be that change of the consumer price index of the Commerce Ministry as
     additionally changed from 2015 to 2024, or use the rental of Baht 4.2 million, whichever
     amount is higher.




                                            - 35 -
28.7 As at 31 December 2004, a subsidiary, Natural Hotel Siam Company Limited, has
     commitments in respect of loan credit facilities with financial institution amounting to
     approximately Baht 2,020 million and USD 0.4 million.
28.8 On 19 April 2002, a subsidiary (Natural Hotel Sukhumvit Company Limited) has entered into a
     hotel management agreement with a company. Such company has accepted to operate and
     manage the hotel under a trade mark, as well as, to provide technical assistance and others to
     the subsidiary. The subsidiary has to pay Basic Fee at the rate of Gross Revenue per year,
     Incentive Fee at the rate of Gross Operation Profit after reserve per year, and Additional
     Incentive Fee, in accordance with the agreement that has 16 years term and the term is
     extendable for another 5 years.
     On 19 April 2002, a subsidiary (Natural Hotel Sukhumvit Company Limited) has entered into a
     hotel management agreement with a company. Such company has accepted to operate and
     manage the hotel under a trade mark, as well as, to provide technical assistance and others to
     the subsidiary. The subsidiary has to pay Basic Fee at the rate of Gross Revenue per year,
     Incentive Fee at the rate of Gross Operation Profit after reserve per year, and Additional
     Incentive Fee, in accordance with the agreement that has 16 years term and the term is
     extendable for another 5 years.
     Under the condition of the hotel management agreement, such company has guaranteed that
     the hotel will generate net operating revenue each year from year 2 to year 11 at Baht 156
     million per year, and from year 12 to year 14 at Baht 250 million.
     On 19 April 2002, the subsidiary has entered into Technical Assistance Agreement with a
     company. Such company will manage and service process development and provide
     consultation regarding the standard operation procedures of the hotel under the trade mark.
     The subsidiary has committed to pay for the technical assistance at a fixed rate of USD
     380,000 by divided into 5 installments of USD 56,000 per period as follow:
        1st installment – payment on the agreement date
        2nd installment – payment on the initial date of providing the technical assistance
        3rd installment – payment within 180 days from the 2nd payment
        4th installment – payment upon the completion of the mock-up room
        5th installment – payment on the initial date that the hotel provide service to customer



                                            - 36 -
28.9 As at 31 December 2004, a subsidiary, Natural Hotel Sukhumvit Company Limited, has
     commitments in respect of loan credit facilities with financial institutions amounting to Baht
     1,266.85 million.
28.10 As at 31 December 2004, a subsidiary, Park Cuisine Company Limited, has entered in to lease
      agreements which engage in the business activities of a restaurant and related activities, the
      lease period is 3 years start on 31 May 2003 and the subsidiary is committed to pay in the
      amounting to Baht 5.44 million.
28.11 As at 31 December 2004, a subsidiary, Park Cuisine Company Limited, has entered in to
      trademark licensing and technical assistance agreement. This agreement shall expire 10 years
      after opening of the first Shop or Café. The subsidiary is committed to pay fees according to
      the agreement which Annual fees amounting to a lump sum of Euros 20,000 since 1 January
      2003.
28.12 A subsidiary (Park Gourmet Company Limited) has commitments in respect of agreements to
     transfer the assets of two restaurants. If the acquired restaurant business generates profits from
     its operations within a period of one year from the date of the transfer of the assets (30 April
     2004), the subsidiary is to pay an additional consideration to the seller in an amount equal to
     80% of the profits from operations, up to a maximum of Baht 9 million.
28.13 As at 31 December 2004, group of Pacific Assets Company Limited, have outstanding
      commitments amounting to approximately Baht 62.44 million in respect of operating lease
      contracts.
28.14The Company and its subsidiaries has capital commitments in respect of the improvement of a
     building and other projects amounting to approximately Baht 1,474 million, SGD 0.05 million
     and USD 2.46 million.
28.15The Company had outstanding commitment of Baht 292.18 million in respect of uncalled
     portion of investment in the ordinary shares of the subsidiary companies.




                                              - 37 -
29. GUARANTEES
  As at 31 December 2004, the Company and its subsidiary companies has contingent liabilities in
  respect of loan guarantees given on behalf of its subsidiaries and other related companies amounting
  to Baht 1,554 million (The Company only: Baht 294 million).
30. LITIGATIONS
  30.1 On 9 December 2004 Ocean Life Insurance Co. Ltd., as a creditor under the business
       rehabilitation plan of the Company, sued the Company and other related companies and
       persons for violations of the Securities and Exchange Act B.E. 2535 and the Bankruptcy Act
       B.E 2483. The grounds for the lawsuit are currently being investigated.
  30.2 On 22 December 2004 the Company received notification of the reading of an order by the
       Supreme Court, dated 23 September 2004, granting a hearing to the appeal of a creditor, the
       Ocean Life Insurance Co. Ltd., regarding the termination of the business rehabilitation of the
       Company. The appeal claims the Central Bankruptcy Court failed to comply with the related
       laws and the administration planner of the Company is in violation of the law. The case is
       currently being heard by the Supreme Court.
  30.3 During the year 2001, a subsidiary (Pacific Assets Public Company Limited), was sued by an
       asset management company as guarantor of Baht 50 million of loans to a former related
       company. The court of first instance ordered the subsidiary and another guarantor jointly liable
       with that former related company, and to repay principal of approximately Baht 25 million
       each plus interest at a rate of 10% per annum on the principal from the year 1998 until the
       payment is made. The subsidiary accrued Baht 25 million for its liabilities as a result of the
       guarantee in 2003. On 28 December 2004, the subsidiary entered into a debt restructuring
       agreement with the above asset management company, whereby that company relaxed the
       conditions such that the subsidiary was to pay debt amounting to Baht 25 million within
       December 2004. On 28 December 2004, the subsidiary made full payment of its liability to the
       asset management company and the subsidiary was released from its guarantee obligations.




                                               - 38 -
  30.4 An overseas financial consultancy company requested the Intellectual Property and
       International Trade Court to issue an order based on the judgments of an arbitrator in the
       United Kingdom. The court ordered the subsidiary (Pacific Assets Public Company Limited),
       to make payment of advisory fees and related expenses amounting to USD 0.2 million (or
       approximately Baht 8 million) to the consultant, plus interest accrued at the rate of 8.15% per
       annum from 11 October 1999 to 7 March 2001, interest accrued at the rate of 9% per annum
       from 8 March 2001 until the payment is made, and legal expenses amounting to GBP 0.24
       million (or approximately Baht 17 million) plus interest at the rate of 9% per annum from 8
       March 2001 until the payment is made. The subsidiary has already accrued liabilities of Baht
       20 million. The subsidiary and the consultant have both appealed to the Supreme Court, which
       is currently hearing the case. However, on 30 November 2004, the Board of Directors of the
       subsidiary approved a settlement agreement whereby the subsidiary is to pay a total of Baht 41
       million and such payment was made on 24 December 2004. The subsidiary recorded the Baht
       22 million by which the loss exceeded the liabilities previously recorded in its accounts in the
       current year’s earnings statements, under the caption of “Legal case expense”.
  30.5 During the year 2002, a subsidiary (Pacific Assets Public Company Limited), as guarantor of a
       Baht 23 million loan to one company, was sued together with the other guarantors by a
       commercial bank. In September 2003 the subsidiary, that borrower and other guarantors
       entered into a composition with the bank whereby they will accept joint liability for the above
       amount and repay the debt and interest in installments, within August 2006. Currently the
       debtor company is proceeding in accordance with the composition agreement.
31. FINANCIAL INSTRUMENTS
  The Company and its subsidiary companies do not hold or issue derivative instruments for
  speculative or trading purposes.
  31.1 Interest rate risk
       The interest rate risk is the risk that future movements in market interest rates will affect the
       results of the Company and its subsidiaries’ operations and their cash flows. The Company
       and its subsidiaries exposure to interest rate risk relate primarily to their deposits with/loan
       from financial institutions and bonds. The Company and its subsidiaries do not use derivative
       financial instruments to hedge such risk.
                                                                                        (Unit: Thousand Baht)


                                               - 39 -
                                                                         Book value as at 31 December 2004
                                                      CONSOLIDATED                       THE COMPANY ONLY
                                          Floating                                 Floating                                 Fixed
                                             rate       Fixed rate    Total           rate      Fixed rate     Total     interest rate
     Deposits at financial institutions    236,834            872     237,706           -           -            -             -
     Bank overdrafts and short-term
      loans from financial
      institutions                          474,635     2,059,553    2,534,188         -        2,024,553    2,024,553   5.75 - 6.25%
     Long-term loans                      4,244,620       520,575    4,765,195     2,514,000         -       2,514,000         -
     Debentures                               -           407,000      407,000         -             -            -         5.50%

31.2 Credit Risk
     The Company and its subsidiaries are exposed to credit risk primarily with respect to trade
     accounts receivable from the hotel, space rental, and property development businesses.
     However, due to the large number and diversity of the entities comprising the Company and
     its subsidiaries’ customer base, the Company and its subsidiaries do not anticipate material
     losses from debt collection.
31.3 Foreign currency risk
     The Company and subsidiary companies’ exposure to foreign currency risk relates principally
     to their receivables, payables, loans which are denominated in foreign currencies. In addition to
     these transactional exposures, the Company and its subsidiary companies are also exposed to
     the effect of foreign exchange movements on its investments in foreign subsidiary companies,
     which currently are not hedged by any derivative financial instrument.
     The following is a summary of significant unhedged foreign currency-denominated assets and
     liabilities as at 31 December 2004:
                                                                                                                 (Unit: Thousand)
                                                             CONSOLIDATED                              THE COMPANY ONLY
      Foreign currency                                      Assets   Liabilities                        Assets      Liabilities
        US dollars                                            6,256         282                               66         74
        Yen                                                 707,578      8,454                          712,417           -
        HK dollars                                             -              60                           -             60




                                                                - 40 -
  31.4 Fair value
       Since the majority of the financial assets are short-term and that the loans carry interest at rates
       close to current market rates, the management believes that the fair value of the Company and
       its subsidiaries' financial assets and liabilities does not materially differ from their carrying
       value.
32. SUBSEQUENT EVENTS REVIEW
  32.1 On 11 February 2005, the Extraordinary General Meeting of the Company’s shareholders
       approved the Company’s issue of 2-year, convertible debentures in an amount not to exceed
       Baht 2,000 million or the equivalent in any currency, with an exercise price of not less than
       baht 1 per share.
  32.2 On 11 February 2005, the Extraordinary General Meeting of the Company’s shareholders
       passed the following significant resolutions:-
       a)    Reduce the Company’s registered share capital from Baht 95,462.01 million to Baht
             80,571.60 million (8,057.16 million ordinary shares of Baht 10 each) by cancelling the
             1,489.04 million unallocated ordinary shares with a par value of Baht 10 each.
       b)    Increase the Company’s registered share capital from Baht 80,571.60 million to Baht
             100,571.60 million (10,057.16 million ordinary shares of Baht 10 each) through the issue
             of an additional 2,000 million new ordinary shares of Baht 10 each. The newly issued
             shares are to be allotted to accommodate the exercise of the conversion rights under the
             new convertible debentures.
       c)    After the share capital increase in accordance with (b), the Company is to reduce its
             registered share capital to Baht 30,171.48 million (10,057.16 million ordinary shares of
             Baht 3 each), by reducing the par value of the shares from Baht 10 per share to Baht 3
             per share, with the paid-up share capital to be reduced from Baht 80,571.60 million to
             Baht 24,171.48 million (8,057.16 million ordinary shares of Baht 3 each). The eliminated
             capital, amounting to Baht 56,400.12 million, is to be offset against the discount on
             ordinary shares.




                                                - 41 -
  32.3 On 11 February 2005, the Extraordinary General Meeting of the Company’s shareholders
       approved the sale of the 725,000,000 ordinary shares held in Bangkok Metro Public Company
       Limited, to CH. Karnchang Public Company Limited and affiliates at a price of Baht 1.52 per
       share, or a total of Baht 1,102 million.
        On 20 January 2004, the Board of Directors of the Company No 3/2548 passed a resolution
        approving the Company’s cancellation of the purchase of 24,705,109 shares of the additional
        ordinary share capital issued by Bangkok Metro Public Company Limited at a price of Baht 3,
        a total of Baht 74 million.
  32.4 On 11 February 2005, the Extraordinary General Meeting of the Company’s shareholders
       approved the liquidation of the non-performing subsidiaries and affiliated companies, which
       consist of Natural Venture Company Limited, Natural Club Company Limited and Natural
       Standard Company Limited.
  32.5 On 11 February 2005, the Extraordinary General Meeting of the Company’s shareholders
       approved granting authority to the Board of Directors of the Company to consider offering all
       or some of the 1,066,120,418 remaining ordinary shares of Bangkok Metro Public Company
       Limited for sale in the future at a price of not less than Baht 1.52 per share, and to consider
       offering all or some of the 22,500,000 ordinary shares of Finansa Public Company Limited for
       sale in the future at a price not less than the acquisition cost.
33. PRESENTATION
  The presentation of the financial statements has been made in compliance with the Notification of
  the Business Development Department dated 14 September 2001, issued under the Accounting Act
  B.E. 2543.
  Certain amounts in the financial statements for the year ended 31 December 2003 have been
  reclassified to conform to the current year classifications, with no effect on previously reported net
  earnings or shareholders’ equity.
34. APPROVAL OF THE FINANCIAL STATEMENTS
  These financial statements have been approved by the Company’s directors.




                                               - 42 -
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