In re Turalba Foundation, Inc.

May 9, 2008 SEC EN BANC CASE NO. 02-08-0365 IN THE MATTER OF SAN SEBASTIAN AGRO-INDUSTRIAL CORPORATION (SEC REG. NO. 90451) , petitioner . FOR: SETTING ASIDE OF THE ORDER OF REVOCATION OF CERTIFICATE OF REGISTRATION O R D E R Petitioner San Sebastian Agro-Industrial Corporation is a stock corporation registered with the Commission on 02 January 1980 1 "to engage in agricultural enterprises." 2 Its business office address is at No. 2 Bernarda St., San Sebastian Village, Tarlac City. On 11 August 2003, Petitioner's Certificate of Registration No. 90451 was revoked pursuant to the Order dated 08 July 2003 for non-compliance with the Commission's reportorial requirements. Said Order was published in a newspaper of general circulation on 11 July 2003. Petitioner now prays for the setting aside of the said Order of Revocation based on the following grounds: 1. [it] was unable to comply with the reportorial requirements due to circumstances beyond its control. [Its] prime mover and one of its incorporators, the late Eduardo Norberto C. Pascual ("Pascual"), due to his then advancing age he was 63 years old when he founded the [petitioning] corporation and thereafter, years spent battling cancer unsuccessfully, was unable to attend to the reportorial requirements . . . [H]e was also embroiled in [a] legal wrangling over some of the properties owned by his family, which took away his time, energy and attention from attending to the corporation's documents and papers including the reportorial requirements to be submitted [with the SEC]; aCHcIE 2. [its] present board members and officers such as its Treasurer Joven Christina C. Pascual-Sy and Chairman and President Eduardo Norberto C. Pascual, Jr., daughter and son respectively of Pascual, for lack of knowledge and time, were not also able to comply with the reportorial requirements. When they became officers of the corporation some years after their father died in 2002 and before they could act on the matter, they were overtaken by the revocation of [its] Certificate of Registration; 3. Board Directors Fe Remy C. Pascual, Rebecca C. Cordero and Ma. Belen C. Pascual, the wife, sister-in-law, and sister, respectively of Pascual[,] were not knowledgeable about [its] affairs and the necessity of the submission of and compliance with the reportorial requirements. Like [its] other stockholders and officers, before they could act as sovereign particles of the corporation, [its] Certificate of Registration was already revoked; 4. the other incorporator and board director, Luis Cordero, [who was suffering from ill-health] was also unable to attend to the preparation of the reportorial requirements. . .; and 5. sometime in 2005, [its] two assets consisting of 22.370 hectares and 10.999 hectares located in Armenia, Tarlac City and covered by Transfer Certificate[s] of Title Nos. T-161904 and T-161903, respectively, were placed under the Comprehensive Agrarian Reform Program (CARP) of the government and became the subject of a Voluntary Offer To Sell (VOS) with the Land Bank of the Philippines. With this development it is necessary for the [Petitioner] to . . . pursue its claim for just compensation with the Land Bank of the Philippines as a corporate body, and it may only do so if the Order of [R]evocation of its Certificate of Registration is lifted. 3 In support of its Petition, Petitioner submitted its 2008 General Information Sheet (GIS) and 2007 Audited Financial Statements. Petitioner also submitted, as proof of its continued operation, copies of the following documents: a) Income Tax Return for the year ended December 2006; ECaAHS b) Contract To Sell entered into on 25 October 2007 between Emelita P. Abojado and Petitioner; c) 2008 Business Permit (No. 10998) approved by Genaro M. Mendoza, City Mayor of Tarlac, Tarlac; and d) Minutes of the Meetings held by Petitioner's Stockholders and Board of Directors on 03 March 2007 at Pascual's Residence, San Sebastian Village, Tarlac City and on 15 September 2007 at No. 2 Bernarda St., San Sebastian Village, Tarlac City. Petitioner further alleges that it has no intention to violate the law and any SEC rules and regulations and henceforth, commits to comply with the rules and regulations of the Commission regarding the submission of reports. It has also paid in full the penalty amounting to Twenty-Three Thousand Pesos (Php23,000.00) as evidenced by Official Receipt No. 0139671 dated February 20, 2008. WHEREFORE, premises considered, the Order of the Commission dated 08 July 2003 revoking the Certificate of Registration of San Sebastian Agro-Industrial Corporation is hereby SET ASIDE. Let a copy of this Order be furnished the Company Registration and Monitoring Department (CRMD) and the Economic Research and Information Department (ERID) of this Commission for their appropriate action. SO ORDERED. Mandaluyong City. May 9, 2008. (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes 1. Certificate of Registration of Petitioner. 2. Articles of Incorporation of Petitioner, Second Article. 3. Petition, Paragraph 3.