In the Matter of Antomala Realty and Development Corp.

October 31, 2008 SEC EN BANC CASE NO. 08-07-0152-A IN THE MATTER OF ANTOMALA REALTY AND DEVELOPMENT CORP. SEC REGISTRATION NO. 0000172023 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, ANTOMALA REALTY AND DEVELOPMENT CORP., is a stock corporation registered with the Commission on January 4, 1990, under SEC Registration No. 0000172023, with principal office at No. 206, Gov., P.F. Espiritu, Bacoor, Cavite, engaged in the real estate business, as stated in its Articles of Incorporation. ESHAIC On 29 September 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 20 August 2003, published on 28 August 2003 in the Philippine Daily Inquirer, for non-filing of reports.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 20 August 2003, on the following grounds: 1. that it has not received any information that an Order of Revocation was issued against it; 2. that it has no intention to violate the law and any SEC rules and regulations; 3. that is shall henceforth submit reportorial requirements religiously; and 4. that it intends to continue its registration with the Commission. In support of its Petition, Petitioner submitted the following documents: 1 1. Directors' Certificate dated 06 June 2007, certifying that a special meeting of the stockholders and the Board of Directors, was held in 206 Brgy. 1, P.F. Espiritu, Bacoor, Cavite, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was unanimously approved; 2. Photocopy of the Affidavit of Mr. Giovanni C. Gomez stating that the Petitioner, from the date of incorporation up to December 2005 was not able to hold annual stockholder's meeting due to unavailability of the majority of the Petitioner's stockholders and that Petitioner did not engage in any business activity or commercial operations; and 3. Photocopies of Transfer Certificates of Title Nos. T-17262, T-17263 and T-17264 issued by the Land Registration Authority certifying that certain parcel of lands situated in Las Pias are registered in the name of the Petitioner. Petitioner submitted its 2006 General Information Sheet and 2006 Financial Statements to prove its intention to continue its registration with the Commission. It also commits to immediately pay the fines due. On 14 August 2007, Petitioner paid the fine of Php21,000.00 under O.R. No. 0085627, for non/late filing of the following, on the years indicated hereunder: HcaDTE NOT FILED FILED LATE General Information Sheet 1996-2005 2006 Financial Statements 1996-2005 2006 Petitioner's allegation that it did not receive the Order of Revocation dated August 20, 2003 is without merit, considering that said Order was published on August 28, 2003, in the Philippine Daily Inquirer, 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 in a newspaper of general circulation. Publication in a newspaper of general circulation is sufficient notice for the corporations concerned. Further, Petitioner's submissions are insufficient to establish proof that it has engaged in any operations or even any attempt to operate from the time of its incorporation considering that none of its evidence indicates that it has any intent to fulfill its purpose as stated in its Articles of Incorporation. The Transfer Certificates of Title (TCTs) submitted by the Petitioner were not enough to prove its intent to continue its operation. Neither the submission of its most recent General Information Sheet and Balance Sheet adequate to prove its intent to engage in commercial operations considering the actual report made in the Balance Sheet. Significantly, in the "Independent Auditor's Report" that formed part of the 2006 Financial Statements of the Petitioner, it is categorically stated that "no Income Statement" was prepared, as the corporation has not started its operation from the day it was organized". Petitioner, in its Affidavit of Non-Holdings of Annual Meeting and Non-Operation, admitted that there was no annual meeting held from the date of its incorporation up to the December 2005 and it did not engage in any business activity or commercial operations. Thus, the Petitioner had been inoperative for over a decade before the revocation of its Certificate of Registration. Under Section 22 of the Corporation Code of the Philippines, failure of a corporation to commence the transaction of its business or the construction of its works within two (2) years from the date of incorporation or becomes continuously inoperative for five (5) consecutive years without justifiable cause is a ground for the revocation of its corporate franchise or certificate of incorporation. WHEREFORE, premises considered, the Order of the Commission dated August 20, 2003 revoking the Certificate of Registration of ANTOMALA REALTY AND DEVELOPMENT CORP., is hereby AFFIRMED. caCSDT SO ORDERED. Mandaluyong City, October 31, 2008. (SGD.) FE B. BARIN Chairperson (SGD.) MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner on leave THADDEUS E. VENTURANZA Commissioner Footnotes 1. Photocopies are compared with the original of the documents.