In re Ellice Agro-Industrial Corp.

May 5, 2008 SEC EN BANC CASE NO. 07-07-0113 IN THE MATTER OF ELLICE AGRO-INDUSTRIAL CORPORATION (SEC REG. NO. 85345) , petitioner. FOR: SETTING ASIDE OF ORDER OF REVOCATION OF CERTIFICATE OF REGISTRATION O R D E R Petitioner Ellice Agro-Industrial Corporation is a stock corporation registered with the Commission on 28 March 1979. Its primary purpose is to purchase, lease or otherwise acquire and to hold, own, develop and operate and manage coconut plantations and landed estates for the cultivation of coconuts, sugarcane, palay and other agricultural products of every kind whatsoever, and for the raising or breeding of livestock of all kinds and to use, store, transport, insure, sell, distribute, exchange, and otherwise handle, deal in and contract with respect to all the produce of said estates in any manner whatsoever; provided, however, that the corporation shall not engage on subdivision business. Its business office address is at Unit 903 Rufino Bldg., Ayala Avenue, Makati City. HSTAcI On 11 August 2003, Petitioner's Certificate of Registration No. 85345 was revoked for non-compliance with the Commission's reportorial requirements, pursuant to the Order of Revocation dated 08 July 2003. Said Order was published in a newspaper of general circulation on 11 July 2003. Petitioner now prays for the lifting of the said Order of Revocation based on the following grounds: 1. there are pending agrarian, civil and criminal cases filed by petitioner involving 1,100 parcels of agricultural and non-agricultural lands which are covered by around 100 certificates of titles issued in the name of petitioner under the Torrens system in different government agencies and courts; 2. that the decision of the Supreme Court on the intra-corporate case among its directors and stockholders was promulgated only in January 2004 and the corresponding judgment was issued only in March 2004; being pre-occupied then with such intra-corporate controversy for a long period of time and pending the final decision of the Supreme Court thereon, the group to which the undersigned representative belongs, could not validly act for and on behalf of the petitioner; 3. that the further delay in the filing of this petition was due to another intra-corporate controversy entitled "Ellice vs. Nagar, et al." docketed as Civil Case No. 05-1138 then pending with the Regional Trial Court of Makati, Branch 149 (whose decision in favor of the undersigned has become final and executory), 1 arising from the unlawful and fraudulent acts of Nagar group in claiming to be the "legitimate" officers, directors and stockholders of petitioner and in filing some reportorial requirements and an earlier petition to lift revocation on behalf of petitioner which pre-empted the first attempt of the undersigned to lift the revocation Order. 2 In support of its Petition, petitioner submitted as proof of its continued operation the following: DSacAE a.) 2007 Audited Financial Statements stamped received by the Revenue District Office of Makati; b.) 2007 General Information Sheet; c.) Minutes of special meetings of the board of directors in 2006 and 2007; d.) Contract of lease entered into by petitioner and Margo Management & Development Corporation for a period of twenty five (25) years starting from February 09, 1988 until February 09, 2013; e.) Contract of Insurance between Monarch Insurance Company, Inc., as the insurer and petitioner, as the insured; and f.) Order dated January 23, 2006 from the Department of Agrarian Reform granting the application for exemption clearance involving two parcels of land located in Sariaya, Quezon. ECaITc Petitioner further alleges that it intends to continue its business operations and comply with the registration requirements of the Commission as evidenced by the submission of its most recent General Information Sheet and Audited Financial Statements. It has also paid in full the total amount of the penalty of Fourteen Thousand Five Hundred Pesos (Php14,500.00) as assessed by the Law and Regulation Division of the Company Registration and Monitoring Department (CRMD) and evidenced by Official Receipt No. 0075245. AIHDcC WHEREFORE, premises considered, the Order of the Commission dated 08 July 2003 revoking the Certificate of Registration of ELLICE AGRO-INDUSTRIAL CORPORATION, is hereby SET ASIDE. Petitioner is hereby directed to secure its 2008 mayor's/business permit and all necessary government permits and licenses for its operation within thirty (30) days from receipt hereof. Failure to comply with this directive shall cause the recall of the instant Order. 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. EHScCA SO ORDERED. Mandaluyong City. May 5, 2008. (SGD.) FE B. BARIN Chairperson on sick leave MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes 1. Attached as annexes "A" and "B" of the petition. 2. Pages 2 and 3 of the supplemental petition. ETHCDS