Page 88 - บทคัดย่อเล่ม 1

๘๔

Obviously, the claim and the relief sought on the First Issue is founded on the
allegation of the minutes of the two false meetings of shareholders pursuant to Exhibit R18, where
the requested remedy is for the transfer of 180,000 shares in EL Thai back to the Claimant or, failing
to do so, to pay the Claimant the sum of Baht18,000,000 being the nominal value of the shares so

deprived by the Respondent out of such false transactions.
The Arbitral Tribunal are of opinion that there are no specific provisions of law
prescribing a time period for the claims made by the Claimant in this arbitration case. Section 1195
of the CCC is not a provision on prescription, nor does it relate to the claims on breaches of contract.
As a result, the Claimant’s claims shall have the prescription of 10 years pursuant to Section 193/30
of the CCC, which provides:
“The period of prescription for which no other period is provided by law is ten
years.”

In addition, Section 193/12 of the CCC provides that

“The prescription begins to run from the moment when the claim can be enforced.
If the claim is to a forebearance, prescription begins to run from the moment when the
right is first infringed.”

As the Claimant’s claims are based on the false financial statements ended in 2007
onwards as well as the Respondent’s denial to furnish a copy and/or inspection of the financial
statement which took place in 2011, whereas the Statement of Claims was filed on 19 March 2012,
the period between 2007 and 2012 is less than 10 years. In consequence, the period of 10 years
under Section 193/30 of the CCC has not lapsed. The Claimant’s claims are not barred by
prescription.

The Fourth Issue:

Whether the Claimant or the Respondent shall have to bear the cost and expenses with respect to

this Arbitration, and to what extent?
Having determined that the Respondent has materially breached the EL Thai’s joint
venture agreement with respect to the calling and meetings of the two shareholders’ meetings to
increase and decrease of the EL Thai’s share capital and has materially breached both the EL Thai
and TF 2539 JVAs in denying the legal rights of the Claimant’s in its request for access to the financial
statements of the two joint venture companies, and in parcular, the unscrupulous preparation of
different versions of the financial statements with discrepancies for both companies in a number of
years as set out above, the Arbitral Tribunal find that the Respondent is the defaulting party of the

two JVAs and shall therefore be liable, and reimburse the Claimant, for all the costs in respect of
the arbitration as set out in the Award.

E. AWARD

Having carefully considered all the evidence and submissions placed before the
Arbitral Tribunal and for the reasons set out above, the Arbitral Tribunal by unanimous decision
finally decide and award as follows:
The Respondent shall transfer 180,000 shares in EL Thai Company Limited to the
Claimant at no cost to the Claimant, or if such transfer is not effected or cannot be effected to the