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SEC files criminal complaint with ECD against two former directors of TOPLINE, a POLAR subsidiary, and four associates for fraudulent acts causing damage to TOPLINE



Friday 15 December 2023 | No. 246 / 2023


Bangkok, 15 December 2023 – The Securities and Exchange Commission has filed a criminal complaint with the Economic Crime Suppression Division (ECD) against two former directors of Topline Living Co., Ltd. (TOPLINE), a subsidiary of Polaris Capital Public Company Limited (POLAR), and four associates, totaling six, for jointly committing dishonest acts in breach of their duties in connection with the purchase and sale of units in The Clover Phuket Project of TOPLINE, thereby causing damages to TOPLINE amounting to 88 million baht. The SEC has also reported the legal proceedings in this case to the Anti-Money Laundering Office (AMLO).  

The SEC received a lead and, upon examination, found evidence that during 2017–2018,
two former directors of TOPLINE—(1) Miss Orranan Boonma, and (2) Mr. Nugul
Phengkham—placed transactions involving the sale of condominium units in The Clover Phuket Project to four associates: (3) Mr. Thanyapong Limwongyut, (4) Mr. Akkaradech Wattana, (5) Miss Watcharawee Kongkraijirakit (formerly Miss Pannipa Nanthaudomcharoen), and (6) Prince Grand Co., Ltd. The units were sold at prices significantly lower than the prevailing market prices at that time. As a result, the four aforementioned parties obtained substantial benefits by reselling the units to third parties at prices significantly higher than those at which they had purchased them from TOPLINE, thereby causing TOPLINE a total damage of approximately 88 million baht.

In addition, it was found that Miss Orranan also committed another act of misconduct by fraudulently transferring TOPLINE’s funds out of the company. The actions of the two former directors of TOPLINE and the four associates, totaling six individuals as mentioned above, constitute violations of Section 281/2, Paragraph 2, in conjunction with Section 89/7 and Section 89/24 of the Securities and Exchange Act B.E. 2535 (1992) (SEA), as well as Section 83 or Section 86 of the Criminal Code, as the case may be. Accordingly, the SEC has filed a criminal complaint with the ECD against the five individuals and one juristic person for further legal proceedings. The SEC has also notified the legal action under the SEA to the AMLO, as the offenses constitute a predicate offense under the Anti-Money Laundering Act B.E. 2542 (1999), as amended.

Following the criminal complaints filed by the SEC, the criminal enforcement process will proceed with an investigation by the inquiry official, a prosecution of the public prosecutor, and an adjudication of the court of justice, respectively. In this regard, the SEC will monitor the progress in the legal proceedings and will cooperate fully with relevant agencies to support legal enforcement under the SEA after the criminal complaint has been filed. 







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Securities and Exchange Commission
Corporate Communication and Investor Service Department
Tel. (66)2033-9502-5 E-mail: press@sec.or.th
No. 246 / 2023 Friday 15 December 2023
SEC files criminal complaint with ECD against two former directors of TOPLINE, a POLAR subsidiary, and four associates for fraudulent acts causing damage to TOPLINE

Bangkok, 15 December 2023 – The Securities and Exchange Commission has filed a criminal complaint with the Economic Crime Suppression Division (ECD) against two former directors of Topline Living Co., Ltd. (TOPLINE), a subsidiary of Polaris Capital Public Company Limited (POLAR), and four associates, totaling six, for jointly committing dishonest acts in breach of their duties in connection with the purchase and sale of units in The Clover Phuket Project of TOPLINE, thereby causing damages to TOPLINE amounting to 88 million baht. The SEC has also reported the legal proceedings in this case to the Anti-Money Laundering Office (AMLO).  

The SEC received a lead and, upon examination, found evidence that during 2017–2018,
two former directors of TOPLINE—(1) Miss Orranan Boonma, and (2) Mr. Nugul
Phengkham—placed transactions involving the sale of condominium units in The Clover Phuket Project to four associates: (3) Mr. Thanyapong Limwongyut, (4) Mr. Akkaradech Wattana, (5) Miss Watcharawee Kongkraijirakit (formerly Miss Pannipa Nanthaudomcharoen), and (6) Prince Grand Co., Ltd. The units were sold at prices significantly lower than the prevailing market prices at that time. As a result, the four aforementioned parties obtained substantial benefits by reselling the units to third parties at prices significantly higher than those at which they had purchased them from TOPLINE, thereby causing TOPLINE a total damage of approximately 88 million baht.

In addition, it was found that Miss Orranan also committed another act of misconduct by fraudulently transferring TOPLINE’s funds out of the company. The actions of the two former directors of TOPLINE and the four associates, totaling six individuals as mentioned above, constitute violations of Section 281/2, Paragraph 2, in conjunction with Section 89/7 and Section 89/24 of the Securities and Exchange Act B.E. 2535 (1992) (SEA), as well as Section 83 or Section 86 of the Criminal Code, as the case may be. Accordingly, the SEC has filed a criminal complaint with the ECD against the five individuals and one juristic person for further legal proceedings. The SEC has also notified the legal action under the SEA to the AMLO, as the offenses constitute a predicate offense under the Anti-Money Laundering Act B.E. 2542 (1999), as amended.

Following the criminal complaints filed by the SEC, the criminal enforcement process will proceed with an investigation by the inquiry official, a prosecution of the public prosecutor, and an adjudication of the court of justice, respectively. In this regard, the SEC will monitor the progress in the legal proceedings and will cooperate fully with relevant agencies to support legal enforcement under the SEA after the criminal complaint has been filed.