In re Certification International Holdings, Inc.

August 21, 2008 SEC EN BANC CASE NO. 04-08-0438 IN THE MATTER OF CERTIFICATION INTERNATIONAL HOLDINGS, INC., SEC REGISTRATION NO. AS095-003827 , petitioner. FOR: SETTING ASIDE THE ORDER OF REVOCATION O R D E R Petitioner, Certification International Holdings, Inc., is a stock corporation registered with the Commission on 19 April 1995, under SEC Registration No. AS095-003827, with office address at One Magnificent Mile Building, San Miguel Avenue, Ortigas Center, Pasig City. Its primary purpose, as stated in its Articles of Incorporation, is to acquire by purchase, exchange, assignment, gift or otherwise and to hold, own and use for investment or otherwise and to sell, assign, transfer, exchange, lease, let, develop, mortgage, pledge, traffic, deal in and with and otherwise operate, enjoy and dispose of real and personal properties of every kind and description and wherever situated. EAcTDH On 03 November 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 30 September 2003, published on 04 October 2003 in the Philippine Daily Inquirer, for non-filing of reports.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 Order of Revocation dated 30 September 2003, on the following grounds: 1. that the non-submission of the corporation of annual reports such as Financial Statements and General Information Sheet is due to innocent and inadvertent oversight of the former custodian of the Petitioner's record; 2. that it did not receive any notice, advice or Show-Cause Order from this Commission advising it of its filing and/or reportorial deficiencies and requiring it to take remedial measures to address such deficiencies within reasonable time, as in otherwise required by the basic rudiments of due process: had Petitioner receive such notice advice or Show-Cause Order, it would have immediately remedied such deficiencies, including full settlement of any penalty that may have been due; and 3. that Petitioner intends to continue its registration with the Commission and operation of its business. In support of its Petition, Petitioner submitted the following documents: 1. 2008 Mayor's Permit issued by the City of Pasig on March 11, 2008; 2. Directors' Certificate dated 9 January 2008, certifying that at the special joint meeting of the stockholders and the Board of Directors held on 20 November 2007, at Unit 601 One Magnificent Mile Bldg., San Miguel Avenue, Ortigas Center, Pasig City, at which a quorum was present, the resolution allowing the filing of the petition to Set Aside Order of Revocation was approved unanimously by the directors and the stockholders; and 3. 2006 Annual Income Tax Return received by the Bureau of Internal Revenue on April 18, 2007 (compared with the original). Petitioner submitted its 2007 General Information Sheet and 2006 Financial Statements to prove its intention to continue its registration with the Commission. Petitioner also manifested that it has no intention to violate the law and that it commits to immediately pay the fines due. DETACa On 30 April 2008, Petitioner paid the fine of P43,500.00, the amount assessed by the Law and Regulation Division of the Company Registration and Monitoring Department (CRMD), under Official Receipt No. 0162283, for non/late filing of the following: NOTED DEFICIENCIES YEARS COVERED REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1996-2003 2007 Financial Statements 1996-2001 2007 WHEREFORE, Petitioner's allegation that it was not properly informed 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 as the Commission may require. The corporation is bound by the said provision of the law and it cannot claim ignorance to excuse it from compliance therewith. However, finding the submitted documents sufficient to establish Petitioner's intent to continue as a going concern entity, the Order of the Commission dated 30 September 2003, revoking the Certificate of Registration of CERTIFICATION INTERNATIONAL HOLDINGS, INC., is hereby SET ASIDE. ACIDTE Let a copy of this Order be furnished the Corporate Filing and Records Division of the CRMD for attachment to the corporate records of the Petitioner on file with the Commission. The Economic Research and Information Department is hereby directed to delete the name of the Petitioner from the list of revoked corporations immediately upon receipt of this Order. SO ORDERED. Mandaluyong City. August 21, 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