In re Cesoni Holdings Corp.

December 24, 2008 SEC EN BANC CASE NO. 04-08-0409 IN THE MATTER OF CESONI HOLDINGS CORPORATION SEC REGISTRATION NO. ASO95-012844 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, CESONI HOLDINGS CORPORATION, is a stock corporation registered with the Commission on 27 December 1995, under SEC Registration No. ASO95-012844, with principal office address at 43 Sta. Ana Drive, Sta. Ana, Sun Valley, Paraaque City. HSEcTC On 03 November 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 30 September 2003, published on 04 October 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the said Order of Revocation dated 30 September 2003, on the following grounds: 1. that Petitioner was organized as a holding company and real properties are registered in its name; 2. that Petitioner's officers were not aware of the Commission's reportorial requirements; 3. that Petitioner has been in continuous operation; and 4. that Petitioner has no intention to violate the law and any of the Commission's rules and regulations. In support of its Petition, Petitioner submitted the following documents: 1 1. Director's Certificate-Amended, dated 06 November 2008, stating that at a special joint meeting of the stockholders and Board of Directors, held on 29 October 2008 in Makati City at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was unanimously approved; CDHaET 2. Photocopy of the 2007 Annual Income Tax Return; 3. Photocopy of the 2008 Business Clearance, issued by the Office of the Sangguniang Barangay, Barangay Sun Valley, Paraaque City; 4. Photocopies of the Transfer Certificates of Title Numbers: 108145, 108146, 108147, 108050, and 104051 of certain parcel lands (all located in Paraaque City) in the name of Petitioner; and HDTcEI 5. Photocopies of the Declarations of Real Property with tax declarations numbers D-014-06042, D-014-06043, D-014-06036, D-014-06044 and E-014-06649. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It also commits to immediately pay the fines as due. On 03 April 2008, Petitioner paid the fine of Php5,750.00 under OR No. 0154697 for non/late filing of the following, on the years indicated hereunder: DTSaIc NOT FILED FILED LATE NOT FILED FILED LATE General Information Sheet 1996-2006 2007 Financial Statements 1996-2005 2006 WHEREFORE, Petitioner's allegation that its officers were not aware of the reportorial requirements to be submitted to the Commission is without merit considering that Section 141 of the Corporation Code of the Philippines requires corporations to submit an annual report of its operations and such other requirements a the Commission may require. The Petitioner is bound by the said provision of the law and it cannot claim ignorance as excuse from compliance therewith. However, finding the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity, the Commission's Order dated 30 September 2003 revoking the Certificate of Registration of CESONI HOLDINGS CORPORATION, is hereby SET ASIDE. Further, Petitioner is hereby directed to submit its 2008 Business Permit within thirty (30) days from date of receipt hereof and proofs of actual commercial operations not later than three (3) months after issuance of the said Business Permit. Failure on the part of the Petitioner to comply with the directive shall cause the recall of this Order. SO ORDERED. Mandaluyong City, December 24, 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. Photocopies are faithful reproductions of the originals of the documents.