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SEC files a complaint against former TRITN executives and their associates for dishonest acts and missappropriation of company assets



Thursday 20 April 2017 | No. 23 / 2017



Bangkok, 20 April 2017 ? The SEC has filed a criminal complaint against former directors and executives of Triton Holding Public Company Limited (TRITN) (previously named Live Incorporation Public Company Limited (LIVE)) and their associates, in the total of nine persons, with the Department of Special Investigation (DSI) on account of jointly committing dishonest acts to misappropriate TRITN assets, failing to perform duties responsibly, and consenting to preparation of incorrect accounting records.

The nine offenders are: (1) Miss Neeranuch Na Ranong, former vice chairman and chief executive director, (2) Mr. Apinun Panyakorn, former executive director, (3) Mr. Suttirod Eaktaraphiphat, former accounting and finance director, (4) Miss Waranit Pongveranon, (5) Mr. Tharakorn Junkerd, (6) Acting Sub Lt. Akkarapol Lohitthai, (7) V Billboard Company Limited (VBB), (8) Mr. Chamni Chantarasupawong, and (9) Mr. Isres Chalermrut.

Following the auditor's qualified opinion on TRITN's annual financial statements for the year 2013 concerning the transactions with VBB, which was recently established on 1 July 2013 with a registered capital of only 1 million baht, the SEC conducted a further investigation and found that the former TRITN executives under (1) ? (3) had conspired with the persons under (4) ? (5) to establish and use VBB as a channel for committing fraudulent acts in many circumstances, as follows:

Case 1: misappropriating money through loan transactions for VBB
With the assistance of the persons under (5) ? (7), the persons under (1) ? (3) conspired to misappropriate TRITN money in concealment through the loan transaction of 60 million baht to VBB on 1 October 2013 for construction of advertising billboards. However, since such transaction size exceeded the 50-million-baht authorization limit of the board of executive directors, VBB consequently returned 20 million baht and did not spend the remaining amount on the advertising billboard construction; instead, VBB was found to have used it for trading LIVE shares and converting share warrants of the persons under (8) and (9).  

Case 2: Seeking improper benefits from the rental and buy-back of advertising billboards
The persons under (1) - (3) received assistance from the persons under (4) ? (7) in jointly arranging for a subsidiary company of TRITN, Splash Media Public Company Limited*  (SPM), to enter a five-year rental contract for three advertising billboards with VBB during July ? August 2013 for. SPM paid a partial rental fee in advance at an irregularly high amount of 17.8 million baht, accounting for 87.9 percent of the total rental value of five years. It was revealed that SPM had paid the rental fee to VBB for construction of the billboards while VBB was the sole owner of the billboards. One year later, SPM cancelled the rental contract and VBB returned the advanced payment that had not been used to SPM. Later, TRITN former executives and their associates proceeded to have TRITN's subsidiary Splash Estate Co., Ltd.**  buy up all billboards from VBB at a higher price than the actual cost. As a result, VBB earned a benefit of 5.8 million baht from the billboard sale and used the money to repay the loan debt to TRITN in Case 1.

Case 3: Seeking improper gains from land purchase
The persons under (1) ? (3) with the assistance of the persons under (6) ? (7) jointly arranged for TRITN's subsidiary Argyle Development Company Limited*** to enter a land purchase contract with a third party on 3 March 2014. The SEC investigation revealed that a partial land payment of 13.8 million baht had been deposited to a savings account of VBB and later withdrawn to repay the loan debt to TRITN in Case 1

Case 4: Misappropriating TRITN's money through transactions with VBB for securing locations for the billboards
The persons under (1) ? (3) were assisted by the persons under (5) ? (7) to jointly misappropriate TRITN's money by having the company's subsidiary SPM appoint VBB on 15 July 2013 as the representative for securing locations for the billboard construction and pay an advanced compensation of 2 million baht. However, it was found that VBB had failed to proceed according to the contract and used the money for the benefit of other persons instead. In addition, VBB did not return the advanced compensation to SPM in accordance with the contract's conditions. Consequently, SPM suffered damage and had to set a doubtful account for the whole amount. 

The misconducts of (1) Neeranuch, (2) Apinun and (3) Suttirod above were liable to failure to perform duties under Section 89/7 by committing dishonest acts, misappropriating the company's assets, seeking improper gains, and consenting to preparation of incorrect accounting records. They were consequently liable to the penalties under the second paragraph of Section 281/2, Section 307, Section 308, Section 311 and Section 312 of the Securities and Exchange Act B.E. 2535 (1992). In so doing, they received assistance and support from (4) Waranit, (5) Tharakorn, (6) Acting Sub Lt. Akkarapol, (7) V Billboard Company Limited (VBB), (8) Chamni, and (9) Isres****. The SEC has therefore filed a criminal complaint against these nine persons with the DSI for further legal proceedings.  

In addition, the criminal complaint has caused the aforesaid persons to be liable to have untrustworthy characteristics as director or executive, and prohibited characteristics of director or executive of listed company on the Stock Exchange of Thailand while the criminal complaint and legal proceedings are underway.

In any case, filing a criminal complaint commences the criminal justice administration whereby the consideration whether a defendant is guilty is under the DSI's investigation, the public attorney's prosecution, and the court's jurisdiction, respectively.  

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*Formally named Live Media Group Public Company Limited. 
**Formally named LMG Estate Co., Ltd. 
***Formally named Live Estate Co., Ltd. 
****In Case 1, (5) Tharakorn, (6) Akkarapol, and (7) VBB were liable to the offences under Section 307, Section 308, Section 311, Section 312 and Section 315, while (8) Chamni and (9) Isres were liable to the offences under Section 307, Section 308, Section 311 and Section 315.
In Case 2, (4) Waranit was liable to the offences under the second paragraph of Section 281/2 in conjunction with Section 89/24, Section 307, Section 311, Section 312 and Section 315, while (5) Tharakorn (6) Akkarapol and (7) VBB were liable to the offences under Section 307, Section 311, Section 312 and Section 315.
In case 3, (6) Akkarapol and (7) VBB were liable to the offences under Section 307, Section 311, Section 312 and Section 315.
In case 4, (5) Tharakorn, (6) Akkarapol and (7) VBB were liable to the offences under Section 307, Section 308, Section 311, Section 312 and Section 315.



Information contained in this news release is as of the aforementioned release date. For those who wish to see current status of the matter,
please go to compliant filed with inquiry officer