The SEC has opined that organizing a shareholders meeting to elect new directors in order for IFEC’s board of directors to have a quorum in compliance with the law would be a proper way for IFEC to urgently solve its problems, such as loan defaults  and failure to prepare an submit financial statements to the Stock Exchange of Thailand (SET) to avoid a possible delisting from the SET and mitigate impact on investors and shareholders. 

Since the Commerce Ministry’s Department of Business Development (DBD) rejected an IFEC application to register Mr. Wiphu Maharakkakla and Mr. Manusak Deawwanich as two additional directors, there are currently only three directors whose names appeared on the company certificate, namely, (1) Mr. Suphanan Rittiphairoj (2) Mr. Chatnarong Chattrabhuti and (3) Maj. Gen. Boonlert Jangnopparat, resulting in the number of directors being below the number required to constitute a quorum of a meeting as required by law. In this regard, the SEC has instructed Mr. Suphanan to urgently hold a shareholders meeting to elect new directors and facilitate all arrangements for a successful shareholders meeting so that IFEC would have a quorum as required by law.

However, Mr. Suphanan failed to perform his duty as directed and submitted a clarification letter to the SEC. The SEC considered his explanation inadmissible.

The SEC has viewed that Mr. Suphanan’s behaviors could be construed as obstructive since he has made no effort to convene an urgent shareholders meeting to appoint new directors. For example, he refused to attend the board of directors’ meetings on 23 May 2018 and again on 19 June 2018; and refused to cooperate when another board meeting was called to discuss the setting up of a shareholders meeting. As a result, His action is deemed failure to perform his fiduciary duties with responsibility, prudence, honesty and integrity, and in accordance with the law for the utmost benefit of the company under the Securities and Exchange Act's Section 89/7 in conjunction with Section 281/2 of the same act. For further legal proceedings, the SEC has ordered Mr. Suphanan to make clarification in this matter by 21 July.

With regards to the punishment of those found to be in violation of the Securities and Exchange Act, the SEC said it has made good progress in examining many complaints. Investigations are on-going and more time is needed to gather related documents and information. If any directors or executives of IFEC, past and present, are found to have been involved in any wrongdoings, the SEC will take prompt and swift legal actions against them accordingly.

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