In re V.A. & Sons Chemicals, Inc.

August 11, 2008 SEC EN BANC CASE NO. 07-08-0486 IN THE MATTER OF V.A. & SONS CHEMICALS, INC., SEC REGISTRATION NO. 0000095278 , petitioner. RE: SETTING ASIDE THE ORDER OF REVOCATION O R D E R Petitioner, V.A. & Sons Chemicals, Inc., is a stock corporation registered with the Commission on September 29, 1980, under SEC Registration No. 0000095278, with office address at 1558 A. Mariano Street, Bagbaguin, Valenzuela City. Its primary purpose, as stated in its Articles of Incorporation, is to engage in the business of repacking and reprocessing and otherwise deal in all kinds of chemicals, particularly thinner, acids, wax, varnishes, alcohol, paints and other allied products, and blend all kinds of solvents and otherwise engage in the business of marketing, merchandising, distribution, buying and selling, and otherwise deal in at wholesale and retail quantities of all kinds of chemicals, thinner, acids, wax, varnishes, alcohol, paints and other allied products. On August 11, 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated July 08, 2003, published on July 11, 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated April 21, 2008, on the following grounds: 1. The Petitioner's retainer accountant left the company and went abroad without informing Petitioner that he failed to submit the reports religiously as required by the SEC; 2. Petitioner is completely unaware of the whole incident because it did not receive the Order of Revocation of its Certificate of Registration; and 3. That in spite of their non-filing of reports, the Petitioner continued with the conduct of its business. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated April 19, 2008, certifying that at the special joint meeting of stockholders and directors held on April 17, 2008, at 1558 A. Mariano Street, Bagbaguin, Valenzuela City, at which quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was unanimously approved by the directors and stockholders representing two-thirds of the outstanding capital stock; 2. Photocopy of Income Tax Return for the year 2007 stamped "received" by the Bureau of Internal Revenue on April 14, 2008; 3. Photocopy of Minutes of Annual Stockholders' Meeting held on January 26, 2008 at its principal office where the election of Board of Directors was held; 4. Photocopy of Mayor's Permit No. 00516 dated January 14, 2008, signed by the City Treasurer and approved by the City Government Assistant of the City of Valenzuela; 5. Photocopy of Mayor's Permit No. 00-004403 dated January 14, 2008 issued by the City Government of Valenzuela, in connection with the repacking of solvents and industrial products; 6. Photocopy of Barangay Certification issued on November 27, 2007 by the Office of Punong Barangay of Bagbaguin, Valenzuela as approved by the Barangay Secretary; Petitioner submitted its 2008 General Information Sheet and 2007 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. On July 18, 2008, the Petitioner paid the fines of PhP126,000.00, the amount assessed by the Law and Regulation Division of the Company Registration and Monitoring Department (CRMD), under Official Receipt No. 0190002, for non/late filing/registration of the following: NOTED DEFICIENCIES YEARS COVERED REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1996-2007 2008 Financial Statements 1996-2006 2007 By-Laws Filed Late WHEREFORE, Petitioner's allegation that it was not properly informed of the reportorial requirements to be submitted to the Commission which caused the revocation of its Certificate of Registration is without merit. 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. Likewise, Petitioner's allegation that it did not receive the Order of Revocation dated July 08, 2003 is unmeritorious, considering that said Order was published in a newspaper of general circulation, pursuant to SEC Memorandum Circular No. 4 Series of 2003, which states that in cases where the Commission may deem practicable considering the great number or unknown addresses of corporations involved, the show cause order shall be published once in a newspaper of general circulation. Publication in a newspaper of general circulation is sufficient notice for the corporations concerned. However, finding the documents submitted to support the instant Petition of V.A. & SONS CHEMICALS, INC. to be sufficient, the Order of Revocation dated July 08, 2003 is hereby SET ASIDE. Let a copy of this Order be furnished the Corporate Filing and Records Division of the CRMD. 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 11, 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 compared with the original documents.