






EMC PUBLIC COMPANY LIMITED 
AND ITS SUBSIDIARY COMPANIES
REPORT AND FINANCIAL STATEMENTS
31 DECEMBER 2002 AND 2001




Report of Independent Auditor
To the Shareholders of
EMC Public Company Limited
I have audited the accompanying consolidated balance sheets of EMC Public Company Limited and 
its subsidiaries as at 31 December 2002 and 2001, and the related consolidated statements                
of earnings, changes in shareholders' equity and cash flows for the years then ended, and the separate 
financial statements of EMC Public Company Limited for the same years. These financial statements 
are the responsibility of the Companys management as to their correctness and the completeness    
of the presentation.  My responsibility is to report on these financial statements based on my audits.
Except as discussed in paragraphs 1) to 3), I conducted my audits in accordance with generally 
accepted auditing standards.  Those standards require that I plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material misstatement.       
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 
financial statements. An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial statement presentation.     
I believe that my audits provide a reasonable basis for my opinion.
1)	As at 31 December 2002, the Company and its subsidiaries had balance of liabilities under the 
debt restructuring plans amounted to Baht 292 million (2001 : Baht 532 million) and Baht 186 
million (2001 : Baht 249 million) for the Companys portion.  These liabilities are mentioned 
in the rehabilitation plans and the result of debt to equity swap which these liabilities may be 
changed by order of the official receiver and other conditions.  These liabilities consist of 
financial institution creditors and trade creditors, I sent confirmation requests to related 
financial institutions and trade creditors. At the date of the report, I have received 4 financial 
institutions (2001 : 3 financial institutions) reply for confirmation of debts, as recorded in 
account, totaling Baht 179 million (2001 : Baht 208 million) and Baht 171 million (2001 : Baht 
175 million) for the Companys portion.  However, at the date of the report, I have not received 
the rest of confirmations.  I was unable to adopt other procedure to satisfy myself as to the 
correctness of the balance of liabilities under debt restructuring plans.

2)	As at 31 December 2002, Baht 67 million (2001 : Baht 70 million) of other non-current 
liabilities in the consolidated financial statements and Baht 19 million (2001 : Baht 19 million) 
in the financial statements of the Company were liabilities for which claims were not submitted 
under the rehabilitation plans approved by the Central Bankruptcy Court discussed in Note 5 to 
the financial statements.  I requested permission to send requests for confirmation of these 
balances, but I was unable to send such requests since the Company and its subsidiaries 
informed me that these were debts for which the creditors had not requested payment and they 
would therefore recognise them when their statutory obligations expired.  I was unable to adopt 
other audit procedure to satisfy myself as to the correctness of these balances.
3)	As at 31 December 2002, the balance of receivable from transfer of rights of claims to a related 
financial institution to which the Company and its subsidiaries transferred the rights of claims 
under construction contracts amounted to Baht 19 million (2001 : Baht 3 million) in the 
consolidated financial statements and Baht 7 million (2001 : Baht 3 million) in the financial 
statements of the Company.  I sent the confirmation request to related financial institution and 
at the date of the report, I have not received the reply for confirmation of balances.  I was 
unable to adopt other procedure to satisfy myself as to the correctness of the balance of the 
above receivable.
4)	As discussed in Note 2 to the financial statements, in 2001 the rehabilitation plans of the 
Company and its subsidiaries were approved by the Central Bankruptcy Court and they are 
currently in the process of implementing these plans.  At present, the Company and its 
subsidiaries have not recorded the differences between the balances of debts per their accounts 
and per the rehabilitation plans, as the amounts of debt payables under the rehabilitation plans 
may change by order of the official receiver, which is still pending, and cannot be determined 
at this stage. In view of the foregoing, the abilities of the Company and its subsidiaries to 
continue their businesses as going concerns depends on their success in restructuring their 
debts in accordance with their rehabilitation plans, their ability to implement the plans, their 
future operating results, and on the recovery of the Thai economy.  Nevertheless, the 
accompanying financial statements have been prepared under the going concern basis, 
assuming that the realisation of assets and settlement of liabilities and obligations will occur in 
the ordinary course of businesses, of the Company and its subsidiaries without any expectation 
of significant disruption to the ongoing activities.

5)	As discussed in Note 5 to the financial statements, as part of the procedures stipulated in their 
restructuring plans and three subsidiaries have to make a debt to equity swap to the financial 
institution creditors and trade creditors.  For the purposes of the swap, during 2001 and 2002, 
these subsidiaries reduced their share capital to offset against their deficits, and then increased 
their share capital to support for debts to equity swap.  They have already registered their 
reduction and the increase of share capital with the Ministry of Commerce.  Some shares were 
issued to the creditors for debts to equity conversion.  However, certain debts are waiting for 
the official receiver to identify the amount of debt, which is still pending at this stage, 
according to the management of the subsidiaries, the balance of debt cannot be identified at 
this time.  The subsidiaries may have to reduce and increase their share capital again in the 
future for swap of debt to equity.  In addition, there is no regulation to enforce date of debt to 
equity swap.  Therefore, there is uncertainty as to the outstanding balances of debt under the 
debt restructuring plans and the balances of paid-up share capital.
6)	As at 31 December 2002 and 2001, the balances of Investments accounted for under equity 
method in the balance sheets and Share of loss from investments accounted for under equity 
method in earnings statements were accounted under the equity method using the financial 
statements of 3 subsidiaries which are undergoing rehabilitation, as mentioned in paragraph 4).        
In addition, there were uncertainties as to the balances of debt under debt restructuring plans 
and paid-up share capital, as discussed in paragraphs 1) and 5).  These may affect the equity in 
the subsidiaries of the Company and there were uncertainty to the balances of investments 
accounted for under the equity method, share of loss from investments accounted for under the 
equity method, and reversal of provision for loss and minority interests as presented in the 
consolidated financial statements.
7)	As discussed in Note 15 to the financial statements, the Company and its subsidiaries recorded 
a total of Baht 38.9 million in consolidated financial statements (the Company only : Baht 21.8 
million) of interest payable on their liabilities under their debt restructuring plans, accrued as 
from the date the Company and its subsidiaries petitioned the Central Bankruptcy Court to the 
date the plans were approved by the court, since the rehabilitation plans do not identify 
whether the interest payable during that period is payable, will be waived or which interest rate 
will be charged.  During 2002, the Central Bankruptcy Court determined that the Company and 
its subsidiaries did not have to pay the above interest.  Therefore, the Company and its 
subsidiaries have reversed the full amount to income during the current year.

8)	During 2001, the Company issued Baht 50 million of unsecured convertible debentures to 
repay debt under the rehabilitation plan to a bank, as discussed in Notes 5 and 18 to the 
financial statements.  The Company separated the liability and equity components of the 
debentures in the balance sheet, determining their net book value based on future cash flows of 
principal and interest, discounted by the prevailing market interest rate, which the Company 
held to be the minimum loan rate of this bank. 
9)	The statements of cash flows for the years ended 31 December 2002 and 2001 were prepared 
without reference to actual cash inflows or outflows especially the case of debt restructuring, 
debt to equity swap which affect to the accounts receivable, accounts payable, other liabilities 
and liabilities under rehabilitation plans accounts of the Company and its subsidiaries.
10)	I have received a summary of litigation from the legal department of the Company.  The 
Company and its subsidiaries have been sued by customers in cases to enforce payment of 
debts totalling Baht 52 million.  Some of the cases were completed during 2001, and the 
Company and its subsidiaries have already recorded the resultant losses in their accounts.  The 
remaining cases have been temporarily suspended because the Company and its subsidiaries 
have entered into the rehabilitation process.  The Company has stated that parts of the various 
lawsuits of the Company and its subsidiaries are handled internally by the Companys officers 
and parts by an outside law firm. Information related to litigation is therefore based on the 
information provided by the Company.
Because scope limitation imposed on my audits, the uncertainties regarding the liabilities under debt 
restructuring plans, the continuity of the business, the implementation of the rehabilitation plans, the 
values of assets and liabilities, and the adjustments that might be required, as discussed in paragraphs 
1) to 10) for the years 2002 and 2001, could have a material effect on the financial statements of the 
years 2002 and 2001, respectively, I am unable to, and do not, express an opinion on those financial 
statements.



	Rungnapa Lertsuwankul
	Certified Public Accountant (Thailand) No. 3516
Ernst & Young Office Limited
Bangkok  : 21 February 2003 

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