The Securities and Exchange Commission (SEC) has instructed Nusasiri (NUSA) to amend its financial statements for 2023 and the third quarter of 2024, have them audited and reviewed by the company's auditor, and then submit them to the regulator.
Nusasiri is also required to make simultaneous public disclosure through the Electronic Listed Company Information Transmission System of the Stock Exchange of Thailand (SET) by Dec 19.
The move follows the SEC filing a criminal complaint against the directors, former directors, executives and close associates of Nusasiri with the Department of Special Investigation (DSI).
Six individuals were accused of colluding to dishonestly purchase a hotel located abroad at a significantly inflated price, selling Nusasiri condo units in Bangkok at a price lower than the appraised price, and transferring company funds into personal accounts and those of close associates.
As a result, Nusasiri was required to amend its financial statements to ensure disclosure of accurate information, the SEC said.
"The annual financial statements for 2023 and the third quarter of 2024 submitted by the company do not contain amended information related to these transactions," said the regulator.
The criminal complaint also includes presenting false documents and information to a competent official, the SEC or an auditor. The SEC reported this case to the Anti-Money Laundering Office, the statement noted.
Following a complaint in 2023, the SEC conducted an investigation, coordinated with the DSI and found evidence that in 2020, four directors and executives of Nusasiri colluded to purchase Panacee Grand Hotel Roemerbad in Germany at a significantly higher price than the appraised price based on the market approach.
"They also colluded to act dishonestly in selling Nusasiri condo units at a price lower than the appraised price, as well as transferred funds out of the company into personal accounts and those of close associates for their own benefit, causing damage to Nusasiri," said the SEC.
In so doing, the seller of Panacee and an authorised director of the company purchasing the Nusasiri condo units assisted the first four persons in committing the offences.
The SEC verified the deposit for the hotel purchase that Nusasiri paid to the seller was not transferred to the seller's account. The directors and executives of Nusasiri and their close associates benefited from the sale money, noted the regulator.
The four directors and executives of the company, at the time of the offence, submitted false evidence and information to an SEC official during the clarification of this issue, according to the statement.
"They submitted a false report from the independent financial advisor to deceive the regulator about the true value of the hotel as recorded in the accounts," noted the regulator.
Furthermore, the six charged individuals were found to have fabricated the accounts to mislead the company's auditor into believing the company had received full payment for the condo units from the purchasing company, so that the auditor would not question the recording of the transaction in the accounts, the statement noted.
The actions of the six individuals violate the Securities and Exchange Act of 1992, said the regulator.
Nuttpasint Chet-udomlap, director and interim chief executive of Nusasiri, said in a filing to the SET that the transactions requiring amendments were executed by former directors and executives of the company, against whom criminal complaints were filed by the SEC.
He said detailed disclosures regarding these matters were provided in the notes to the third-quarter statements. The company is in talks with the SEC to address the required amendments.