The move follows the Commerce Ministry’s decision today to declare the whole IFEC board of directors consisting of only the three named individuals.

On 7 June 2018, the Commerce Ministry’s Business Development Department issued an order rejecting IFEC application to change its directors’ list to register Mr. Wiphu Maharakkakla and Mr. Manusak Deawwanich as two additional directors. The Department’s decision means that the list of IFEC directors as appeared on the company certificate only includes Mr. Suphanan, Mr. Chatnarong and Maj. Gen. Boonlert, the same as in the registration filing the Department accepted on 13 May 2018. Earlier, the Department dismissed IFEC request to have Mr. Theetiphan Thepphadungporn registered as a new director.

Having only three directors on the board is insufficient to establish a quorum as required by the Public Limited Companies Act B.E.2535 (1992), the company’s remaining directors must therefore perform their duties in accordance with Section 83 of the Public Limited Companies Act by holding a shareholders meeting as soon as possible to select new directors and fill vacant positions.

In a letter to all individual IFEC directors whose name appear on the company certificate, the SEC has urged them to arrange a shareholders’ meeting at once and to observe relevant laws and regulations. Citing the IFEC board of directors’ resolutions on 23 May 2018 which contain important information pertaining to shareholders’ rights including the rights to nominate candidates for the election of directors, the SEC has reminded Mr. Suphanan, the officer in charge of IFEC, to disclose the BOD resolutions via the SET information system and to speedily organize a shareholders meeting.

The SEC has also warned that if any IFEC directors are found to act in such a way as to obstruct or prevent the shareholders meeting from taking place, such directors may be deemed to fail to perform their duties as prescribed in Section 89/7 of the Securities and Exchange Act B.E.2535 (1992) and may be found to have committed an offence under Section 281/2 of the same act, in which case, the SEC will not hesitate to take action pursuant to its authority and mandate.

According to Mrs. Sirivipa Supantanet, SEC assistant secretary-general, the SEC has always been supportive of efforts to set up an IFEC shareholders meeting to elect new directors in order to fulfil the legal quorum requirement. This will, in turn, allow business operations to resume, thus reducing negative impact on its creditors and shareholders alike, she said. 

Previously, IFEC maintained that certain provisions in the Public Limited Companies Act B.E. 2535 (1992) are contentious and subject to different interpretations. Today’s decision by the Business Development Department, which oversees the application of the law, must have clarified such issues for IFEC. As a result, the SEC has given an order today, instructing the company’s directors to proceed with a shareholders meeting as a matter of urgency.

Regarding prosecution of wrongdoers under the Securities and Exchange Act, the SEC said it has received many complaints, adding that progress is made on many fronts, but the investigations are on-going. If any directors or executives of IFEC, past and present, are found to have been involved in any offences, the SEC will take prompt and swift legal actions.

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