TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS .
TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS -----------------------------------REPORT AND CONSOLIDATED FINANCIAL STATEMENTSAND SEPARATE FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2020
INDEPENDENT AUDITOR’S REPORTToThe Shareholders and Board of Directors ofTRC Construction Public Company LimitedOpinionI have audited the consolidated financial statements of TRC Construction Public CompanyLimited and its subsidiaries (the Group), which comprise the consolidated statement of financial position asat December 31, 2020, and the consolidated statement of comprehensive income, consolidated statement ofchanges in shareholders’ equity and consolidated statement of cash flows for the year then ended, and notesto the consolidated financial statements, including a summary of significant accounting policies, and I haveaudited the separate financial statements of TRC Construction Public Company Limited (the Company),which comprise the statement of financial position as at December 31, 2020, and the statement ofcomprehensive income, statement of changes in shareholders’ equity and statement of cash flows for theyear then ended, and notes to the financial statements, including a summary of significant accountingpolicies.In my opinion, the accompanying financial statements present fairly, in all materialrespects, the consolidated financial position of TRC Construction Public Company Limited and itssubsidiaries as at December 31, 2020, and its consolidated financial performance and its consolidated cashflows for the year then ended and the separate financial position of TRC Construction Public CompanyLimited as at December 31, 2020, and its financial performance and its cash flows for the year then ended inaccordance with Thai Financial Reporting Standards.Basis for OpinionI conducted my audit in accordance with Thai Standards on Auditing. My responsibilitiesunder those standards are further described in the Auditor’s Responsibilities for the Audit of the FinancialStatements section of my report. I am independent of the Company in accordance with the Federation ofAccounting Professions’ Code of Ethics for Professional Accountants together with the ethical requirementsthat are relevant to my audit of the financial statements, and I have fulfilled my other ethical responsibilitiesin accordance with these requirements. I believe that the audit evidence I have obtained is sufficient andappropriate to provide a basis for my opinion.*****/2
-2Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of mostsignificance in my audit of the consolidated financial statements and separate financial statements of thecurrent period. These matters were addressed in the context of my audit of the consolidated financialstatements and separate financial statements as a whole, and in forming my opinion thereon, and I do notprovide a separate opinion on these matters.Revenue recognition and costs from construction agreementAs discussed in Note 4.1 to the financial statements: Accounting policies for revenue andcosts of construction services and Note 4.18 : Accounting policies for estimated cost of construction projectsand provision of liabilities from construction projects, I consider that revenue recognition, costs andestimates of possible loss from construction agreements are significant risks in the audit due to cost incomefrom construction agreements recognized by the Company and its subsidiaries in each period has asignificant amount when compared to total revenue, total cost of the Group. In addition, the valuationprocess includes an appropriate period for revenue recognition, costs and estimates of potential losses requirethe significant judgment of the management to assess the success of the construction and the possibility ofloss and measure the loss that may arise. It may cause the risks related to the value of income, costs andestimates of possible losses from construction agreements.Risk response by auditor To inquire the responsible management and understand the process of obtaining revenuefrom construction agreements, estimation and project cost adjustments, revenue and cost recognition,estimation the work completion and potential loss that may arise from construction agreements. To test the effectiveness of the internal control system established by the Company andits subsidiaries to control the contracting process, estimation and project cost adjustments, revenuerecognition, costs and estimates of work completion and possible loss that may arise from constructionagreements.*****/3
-3 To check the actual costs with the supporting documents and test the calculation of the stageof work completion from the actual costs incurred, check the project completion stages estimated by the projectmanager with the assessment reports submitted to the project owner including consideration of conformity withthe assessment documentation and request a written certification from the responsible person of the project,review the management's supporting reasons for the differences between the success stages of work that areconsidered from the proportion of actual construction work assessed by project engineers and the stage ofcompletion based on the actual construction cost incurred as at the end of the period and the estimatedconstruction cost, visit the project and observe the measurement of the success of the work, comparative analysisof gross profit margin of construction with project cost estimate to assess the estimation of possible lossesincurred, read the construction agreement and inquire the management about the conditions and risks of suchagreements regarding revenue recognition and estimation of potential losses incurred.Other InformationManagement is responsible for the other information. The other information comprises theinformation included in the annual report, but does not include the financial statements and my auditor’s reportthereon. The annual report is expected to be made available to me after the date of this auditor's report.My opinion on the financial statements does not cover the other information and I will notexpress any form of assurance conclusion thereon.In connection with my audit of the financial statements, my responsibility is to read theother information identified above when it becomes available and, in doing so, consider whether the otherinformation is materially inconsistent with the financial statements or my knowledge obtained in the audit,or otherwise appears to be materially misstated.When I read the annual report, if I conclude that there is a material misstatement therein, Iam required to communicate the matter to those charged with governance in order for those charged withgovernance to correct the misstatement.Responsibilities of Management and Those Charged with Governance for the Financial StatementsManagement is responsible for the preparation and fair presentation of the consolidatedfinancial statements and separate financial statements in accordance with Thai Financial ReportingStandards, and for such internal control as management determines is necessary to enable the preparation offinancial statements that are free from material misstatement, whether due to fraud or error.In preparing the consolidated financial statements and separate financial statements, managementis responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing,matters related to going concern and using the going concern basis of accounting unless management either intendsto liquidate the Group and the Company or to cease operations, or has no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Group’s financial reportingprocess.*****/4
-4Auditor’s Responsibilities for the Audit of the Financial StatementsMy objectives are to obtain reasonable assurance about whether the consolidated financialstatements and separate financial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high levelof assurance, but is not a guarantee that an audit conducted in accordance with Thai Standards on Auditingwill always detect a material misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expected to influencethe economic decisions of users taken on the basis of these consolidated financial statements and separatefinancial statements.As part of an audit in accordance with Thai Standards on Auditing, I exercise professionaljudgment and maintain professional skepticism throughout the audit. I also: Identify and assess the risks of material misstatement of the consolidated financialstatements and separate financial statements, whether due to fraud or error, design and perform auditprocedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide abasis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, orthe override of internal control. Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Group’s and the Company’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management. Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on the Group’s and the Company’s ability to continue as agoing concern. If I conclude that a material uncertainty exists, I am required to draw attention in myauditor’s report to the related disclosures in the consolidated financial statements and separate financialstatements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on theaudit evidence obtained up to the date of my auditor’s report. However, future events or conditions maycause the Group and the Company to cease to continue as a going concern.*****/5
-5 Evaluate the overall presentation, structure and content of the consolidated financialstatements and separate financial statements, including the disclosures, and whether the consolidatedfinancial statements and separate financial statements represent the underlying transactions and events in amanner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of theentities or business activities within the Group to express an opinion on the consolidated financialstatements. I am responsible for the direction, supervision and performance of the group audit. I remainsolely responsible for my audit opinion.I communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that I identify during my audit.I also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them all relationships andother matters that may reasonably be thought to bear on my independence, and where applicable, relatedsafeguards.From the matters communicated with those charged with governance, I determine thosematters that were of most significance in the audit of the consolidated financial statements and separatefinancial statements of the current period and are therefore the key audit matters. I describe these matters inmy auditor’s report unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, I determine that a matter should not be communicated in my report becausethe adverse consequences of doing so would reasonably be expected to outweigh the public interest benefitsof such communication.The engagement partner responsible for the audit resulting in this independent auditor’sreport is Mr. Peradate Pongsathiansak.(Mr. Peradate Pongsathiansak)Certified Public AccountantRegistration No. 4752Dharmniti Auditing Company LimitedBangkok, ThailandFebruary 24, 2021
-6TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENT OF FINANCIAL POSITIONAS AT DECEMBER 31, 2020ASSETSBahtCURRENT ASSETSCash and cash equivalentsTrade and other current receivablesUnbilled receivablesAccounts receivable - retention underconstruction contractsAdvances paid to subcontractors underconstruction contractsConstruction in progressInventoriesShort-term loans to related partiesWithholding tax deducted at sourceOther current assetsTotal current assetsNON-CURRENT ASSETSRestricted deposits at banksLong-term loans to related partiesInvestments in subsidiariesInvestments in associateInvestments in joint venturesProperty, plant and equipmentRight-of-use assetsIntangible assetsDeferred tax assetsOther non-current assetsTotal non-current assetsTOTAL ASSETSNotesConsolidated financial statements20202019Separate financial statements2020201976, 89, 6994,272,402470,894,794411,364,6526, 9,258,341Notes to financial statements form an integral part of these statements.
-7TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENT OF FINANCIAL POSITION (CONT.)AS AT DECEMBER 31, 2020LIABILITIES AND SHAREHOLDERS' EQUITYBahtNotesCURRENT LIABILITIESBank overdrafts and short-term loansfrom financial institutionsTrade and other current payablesUnbilled payableUnearned construction - revenueAccounts payable - retention underconstruction contractsAdvances received from customersunder construction contractsShort-term loans from related partiesProvision for liabilities underconstruction projectsCurrent portion of debenturesCurrent portion of lease liabilitiesIncome tax payableOther current liabilitiesTotal current liabilitiesNON-CURRENT LIABILITIESLease liabilitiesNon-current provisions for employee benefitsProvision for litigationTotal non-current liabilitiesTOTAL LIABILITIES226, 23Consolidated financial statements20202019Separate financial 713,103,8999, 84,909,4761,902,232,6469, 3527262839.1Notes to financial statements form an integral part of these statements.
-8TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENT OF FINANCIAL POSITION (CONT.)AS AT DECEMBER 31, 2020LIABILITIES AND SHAREHOLDERS' EQUITY (CONT.)BahtNotesShare capitalRegistered9,587,146,838 ordinary shares of Baht 0.125 each29Issued and paid-up9,587,146,838 ordinary shares of Baht 0.125 each29Share premium29, 30Other deficitRetained earnings (deficits)Appropriated - statutory reserveThe Company29, 31SubsidiaryUnappropriatedOther components of shareholders' equityEquity attributable to owners of the CompanyNon-controlling interests of the subsidiariesTotal shareholders' equityTOTAL LIABILITIES AND SHAREHOLDERS' EQUITYConsolidated financial statements20202019Separate financial Notes to financial statements form an integral part of these statements.
-9TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED DECEMBER 31, 2020BahtConsolidated financial statementsNotesREVENUESSeparate financial onstruction services incomeOther services income---Sales income7,511,481Interest 2Other incomeTotal revenues--EXPENSESCost of construction services6Cost of other servicesCost of sales6,372,900Administrative expenses312,899,975Bad debt and doubtful 4,316)(244,286,198)-Total expenses--Profit (loss) before share of profit (loss) from investments in associateand joint venture, finance cost and income tax expensesShare of profit (loss) from investments in associate16.2Share of profit (loss) from investments in joint venture17.1Profit (loss) before finance cost and income tax expensesFinance cost6Profit (loss) before income tax expensesIncome tax income (expenses)PROFIT (LOSS) FOR THE 0,131,339)(280,256,543)Notes to financial statements form an integral part of these statements.
- 10 TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENT OF COMPREHENSIVE INCOME (CONT.)FOR THE YEAR ENDED DECEMBER 31, 2020BahtNotesOther comprehensive income:Other comprehensive income to be reclassified to profit or lossin subsequent periods:Exchange differences on translation of financial statementsin foreign currency - net of income taxShare of other comprehensive income from associateOther comprehensive income to be reclassified to profit or lossin subsequent periods - net of income taxOther comprehensive income for the yearTotal comprehensive income for the yearProfit (loss) attributable to:Equity holders of the CompanyNon-controlling interests of the subsidiariesTotal comprehensive income attributable to:Equity holders of the CompanyNon-controlling interests of the subsidiariesEarnings per shareBasic earnings (loss) per shareProfit (loss) attributable to equity holders of the CompanyConsolidated financial statements20202019Separate financial 6)34Notes to financial statements form an integral part of these statements.
- 11 TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENTOF CHANGES IN SHAREHOLDERS' EQUITYFOR THE YEAR ENDED DECEMBER 31, 2020Issued andpaid-upshare capitalShare premiumOther dificitDeficit onTotalrevaluationother deficitof investmentin subsidiariesNoteBalance as at January 1, 2019Profit (loss) for the yearOther comprehensive income for the yearTotal comprehensive income for the yearIncrease in capital for the yearTransfer of legal reserve and share surplusto comprehensive accumulated lossesBalance as at December 31, 2019Balance as at January 1, 2020Profit (loss) for the yearOther comprehensive income for the yearTotal comprehensive income for the yearBalance as at December 31, 5,890)(2,955,890)1,198,393,3551,198,393,355-Notes to financial statements form an integral part of these statements.BahtConsolidated financial statementsEquity attributable to the parent's shareholdersEquity attributableTotalRetained earnings (deficit)Other components of equityTotal equity to non-controlling shareholders'Appropriated - Statutory reserve UnappropriatedOther comprehensive incomeTotal otherattributable tointerests ofequityThe CompanySubsidiaryExchange differences Share of other components of shareholders of the subsidiarieson translationcomprehensive shareholders' the Companyof financial statements income fromequityin foreign currencyassociate73,371,2254,108,018 6)(1,802,632) 29,238(442,883,535)396,703,157
- 12 TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENTOF CHANGES IN SHAREHOLDERS' EQUITY (CONT.)FOR THE YEAR ENDED DECEMBER 31, 2020NoteBalance as at January 1, 2019Profit (loss) for the yearOther comprehensive income for the yearTotal comprehensive income for the yearIncrease in capital for the yearTransfer of legal reserve and share surplusto comprehensive accumulated lossesBalance as at December 31, 2019Balance as at January 1, 2020Profit (loss) for the yearOther comprehensive income for the yearTotal comprehensive income for the yearBalance as at December 31, 202029.329.2Issued andpaid-upshare 3,3551,198,393,355Notes to financial statements form an integral part of these statements.BahtSeparate financial statementsShare premiumRetained earnings (deficit)Appropriated UnappropriatedStatutory 6,894,356
- 13 TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2020BahtConsolidated financial statements20202019Cash flows from operating activitiesProfit (loss) before taxAdjustments to reconcile profit (loss) before taxto net cash provided by (paid from) operating activitiesDepreciation and amortisationAllowance for doubtful debtUnrealised (gain) loss on exchange rateGain on disposal of equipmentLoss on write-off of equipmentShare of (profit) loss from investments in joint ventureProvision for liabilities under construction projectsNon-current provisions for employee benefitsAmortised transaction cost of debentureInterest incomeInterest expensesProfit (loss) from operating activities before changes inoperating assets and liabilities(Increase) decrease in operating assetsTrade and other current receivablesUnbilled receivablesAccounts receivable - retention under construction contractsAdvance paid to subcontractors under construction contractsConstruction in progressInventoriesOther current assetsOther non-current assetsSeparate financial 6(14,675)Notes to financial statements form an integral part of these statements.
- 14 TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENT OF CASH FLOWS (CONT.)FOR THE YEAR ENDED DECEMBER 31, 2020BahtConsolidated financial statements20202019Increase (decrease) in operating liabilitiesTrade and other current payablesUnbilled payablesUnearned construction revenueAccounts payable - retention under construction contractsAdvances received from customers under construction contractsOther current liabilitiesCash flows from provide by (used in) operating activitiesCash paid for provision for liabilities under construction projectsCash paid for non-current provision for employee benefitsCash paid for income taxReceived from withholding tax refundNet cash flows provided by (used in) operating activitiesCash flows from investing activitiesDecrease (increase) in restricted deposits at financial institutionIncrease in short-term loans to related partiesCash paid for investing in subsidiariesCash paid for investing in joint ventureInterest incomeCash received from disposal of equipmentCash paid for purchase of property, plant and equipmentCash paid for purchase of intangible assetsNet cash flows provided by (used in) investing activitiesCash flows from financing activitiesIncrease (decrease) in short-term loans from financial institutionsCash received from short-term loans from related partiesCash paid for short-term loans from related partiesCash received from increase in share capitalSeparate financial 00)427,997,627Notes to financial statements form an integral part of these statements.
- 15 TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESSTATEMENT OF CASH FLOWS (CONT.)FOR THE YEAR ENDED DECEMBER 31, 2020BahtRepayment of debenturesInterest expensesDecrease in lease liabilitiesNet cash flows provided by (used in) financing activitiesIncrease (decrease) in translation adjustmentNet increase (decrease) in cash and cash equivalentsCash and cash equivalents at the beginning of the yearCash and cash equivalents at the end of the yearSupplemental cash flows informationNon-cash items consist ofIncrease (decrease) in purchase of fixed assetsthat have yet to be paidInterest expenses recorded as cost of projectTransfer inventories to asset under constructionLease liabilitiesConsolidated financial statements20202019(30,000,000) 979182,190,30712,624,0123,905,48141,344,078Notes to financial statements form an integral part of these statements.(13,670,539)2,458,947-Separate financial statements20202019(30,000,000) ,905,48121,233,227(13,670,539)2,458,947-
- 16 TRC CONSTRUCTION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIESNOTES TO FINANCIAL STATEMENTSDECEMBER 31, 20201. GENERAL INFORMATIONTRC Construction Public Company Limited (
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