IRPC firms go to court

The notorious corporate feud involving Prachai Leophairatana has returned to haunt IRPC shareholders, prompting five of the company’s subsidiaries to seek the protection of the Central Administrative Court. 

Thai ABS Co, IRPC Oil Co, IRPC Polyol Co, IRPC Energy Co and Thai Polyurethane Industry Co, all majority-owned by IRPC, yesterday filed a petition to the court, asking for the power to have the Business Development Department change the current lists of their directors, which include Prachai and four associates. 

Chansin Treenuchagron, managing director of Thai ABS and IRPC Oil, said the petition was filed on Thursday and the Commerce Ministry department was notified of the move. 

He said the petition was aimed at blocking Prachai’s group from returning to power. He insisted that their return after the department’s change of director lists on February 7 was not legitimate, as directors must win shareholders’ endorsement. Prachai’s group’s directorship ceased in 2005 after the Central Bankruptcy Court voted for the exit of the five companies from rehabilitation plans. His directorship has not been endorsed by shareholders. 

Chansin insisted that the department inserted Prachai’s name without any order from the bankruptcy court. 

Prachai yesterday called for a meeting with other directors in his camp. Meanwhile, IRPC, as the major shareholder, has called for an extraordinary board meeting to appoint the replacements as soon as possible, probably next Thursday. PTT, a major shareholder of IRPC, has also notified the Energy Ministry and Finance Minister Kittiratt Na-Ranong.

Chansin said the companies would veto all decisions reached by Prachai and his associates. He questioned how a person with a 0.01-per-cent stake could control the majority voting right in lieu of IRPC, which owns 99.99 per cent of the companies. 

He added that despite the litigation, business operations of all units would proceed as usual. “This is a very strange case that is drawing overseas attention. The illegitimate appointment of directors by some officials could affect confidence. Our group has notified banks and business partners of our actions, to prevent damage. In 2006, when power transfer from Prachai Group took place, we found that Bt2 billion was missing,” he said. 

Banyong Limprayoonwong, the director-general of the Business Development Department, insisted that the department’s actions had been legitimate, referring to the bankruptcy court’s ruling last July 7 that the appointment of directors during IRPC shareholder meetings in 2006 and 2009 was unlawful. Prachai consequently asked the registrar to change the list of directors accordingly.

Banyong said the department yesterday approved a change in the names of authorised directors of IRPC’s subsidiaries on the request of the Finance Ministry, a major shareholder of IRPC, which it submitted late last year, resulting in a return of management control of the subsidiaries. 

Any two directors of three of the subsidiaries – Thai ABS, IRPC Oil, and IRPC Polyol – would have co-authority to approve important transactions using the company’s official stamp.

Regarding the other two subsidiaries, Banyong said the Finance Ministry had been informed about the resignation of their directors. Therefore, the firms’ authorised directors remain unchanged. 

“The approval today is not because of the demonstration of IRPC staff against the new directors in front of the Commerce Ministry few days ago,” Banyong said.

He said that if any party did not agree with the change in the names of authorised directors this time, they could veto it within 15 days.