In re Hillfarms Corp.

August 13, 2008 SEC EN BANC CASE NO. 07-07-0131 IN THE MATTER OF HILLFARMS CORPORATION (SEC REG. NO. 90743) , petitioner. FOR: LIFTING OF ORDER OF REVOCATION OF CERTIFICATE OF REGISTRATION O R D E R Petitioner "Hillfarms Corporation" ("Petitioner") is a stock corporation registered with the Commission on January 17, 1980 under SEC Reg. No. 90743. Its principal office is located at 2242 Chino Roces Avenue, Makati City. It was established for the following purpose, among others: "[t]o grow, cultivate, produce, buy, sell or otherwise trade in fruits, vegetables and other agricultural and horticultural commodities; and to breed, raise, produce, culture, buy, sell, import, export, trade or otherwise deal with poultry, hogs, cows, fowls and other livestock and domestic animals, whether or local or imported breeds or species, and to maintain hatcheries, breeding and experimental stations in connection therewith." aECSHI On August 11, 2003, Petitioner's Certificate of Registration was revoked pursuant to the Order dated July 8, 2003 for non-compliance with the Commission's reportorial requirements. Such Order was published in a newspaper of general circulation on July 11, 2003. It now prays for the lifting of the Order of Revocation based on the following grounds: 1. the corporation has been inactive since 1992; and 2. its officers were not reminded of the reportorial requirements of the Securities and Exchange Commission is in operation. (p. 1, petition); 3. in 1980, the corporation acquired real property in the Municipality of Antipolo covered by Transfer Certificate of Title No. N49634 and Real Estate Tax Declaration No. AA-009-00832, the real estate tax over which has been regularly paid by the corporation; 4. for the past eleven (11) years, the corporation suffered from financial losses when it ventured in anthurium business leading to the stockholders' lack of interest in the corporation; 5. while the corporation has no business operations, it nonetheless continued to operate by preserving the property through a caretaker, regularly paying taxes, among others; ASHEca 6. in 2007, the corporation offered its land to the City of Antipolo for social housing purposes and must therefore set the records of the corporation in order; and 7. the corporation has to revive its certificate of registration/incorporation to enable it to dispose subject property for social housing purposes. In support of its petition, Petitioner submitted the following documents, among others: a) 1985 and 2007 General Information Sheets; b) 1983, 1986 Business (Fixed) Tax Returns; c) 1983 Statement of Income and Deficit, Balance Sheet; d) 1984 Permit to Operate issued by the Office of the Mayor, Municipality of Antipolo; e) Social Security System Certificate of Membership dated July 28, 1981; aSCHIT f) SSS Special Bank Receipts dated January 10, 1984, July 10, 1984, July 5, 1985, and April 7, 1986; g) Letter to Home Development Mutual Fund (HDMF) dated May 25, 1988; h) 1982 Financial Report and 2005 & 2006 Audited Financial Statements; i) Various Pag-IBIG Fund receipts; j) Official Real Property Tax Receipt dated March 21, 2007; k) 1982 and 1985 Minutes of Meeting of the Board of Directors of the corporation. Petitioner further alleges that it has no intention to violate the law and henceforth, commits to immediately pay the penalties due and religiously comply with the SEC reportorial requirements. aAIcEH It paid the penalty of Twelve Thousand Pesos (Php12,000.00), the amount assessed by the Law and Regulation Division of the Company Registration and Monitoring Department (CRMD), under O.R. No. 095577 dated September 13, 2007. WHEREFORE, premises considered, the Order of Revocation of the Certificate of Registration of Hillfarms Corporation dated July 8, 2003 is hereby SET ASIDE. Petitioner is likewise directed to file its 2008 Mayor's Permit and General Information Sheet within thirty (30) days from date of actual receipt of this order. Failure on the part of petitioner to comply with the directive shall cause the recall of the instant order. Let a copy of this Order be furnished the Company Registration and Monitoring Department (CRMD) for implementation and attachment to the corporate records of Petitioner on file with the Commission. The Economic Research and Information Department (ERID) is hereby directed to delete the name of Petitioner from the List of Revoked Corporations immediately upon receipt of this Order. HTASIa SO ORDERED. Mandaluyong City. August 13, 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