In re Ecolima Agri-Commercial Corp.

January 24, 2008 SEC EN BANC CASE NO. 09-07-0185 IN THE MATTER OF ECOLIMA AGRI-COMMERCIAL CORPORATION (SEC REG. NO. 70478) , petitioner . FOR : Setting Aside Order of Revocation of Certificate of Registration O R D E R Petitioner Ecolima Agri-Commercial Corporation is a stock corporation registered with the Commission on November 3, 1976, the primary purpose of which is "[t]o promote and develop agriculture in the Philippines and turn to account the resources of land and rights thereon; to carry on and conduct an agricultural enterprises by means of planting, cultivating, raising, purchasing, persevering, freezing, threshing, milling and selling any and all plants, trees, crops and other products of the soil; to engage in the production and manufacture of any kind of material and substance which may be used for convenience or utilization of agricultural products; to buy, sell or (in) any other way trade in agricultural products and general merchandise, and carry on studies and experiments in the cultivation, manufacturing and marketing of such products, except food, drugs and cosmetics." DECSIT Petitioner's principal office address as stated in its Articles of Incorporation is Silay, Negros Occidental. According to its 2006 General Information Sheet, petitioner's current address is No. 7 Sanggumay St., Capitolville Subdivision, Negros Occidental. On August 11, 2003, petitioner's Certificate of Registration No. 70478 was revoked pursuant to the Order of Revocation dated July 8, 2003 for non-compliance with the Commission's reportorial requirements. Said Order was published on July 11, 2003 in a newspaper of general circulation. Petitioner now prays for the lifting of the said Order based on the following grounds: 1. There was a failure on the part of the person in-charge to file the reportorial requirements mandated by SEC; 2. The petitioner believes through the representation of the person in-charge that the Corporation has been complying with the above stated requirements; 3. Such fact was discovered only by the Petitioner upon verification on the year 2006; and 4. Petitioner has continuously been operating as a body corporate as evidenced by its filing of annual income tax return for the year 2006, entries in the stock and transfer book and payment of real property taxes. Copies of which are attached as Annexes "A-1 to A-3". In support of its Petition, petitioner submitted its 2006 General Information Sheet and 2006 Audited Financial Statement. Petitioner also submitted, as proof of its continued administrative operation, the following documents: TICDSc 1. an Income Tax Return for the fiscal year ended June 2006; and 2. Official Receipt Nos. 0165244 and 0165245, both dated October 26, 2006, issued by the Office of the Treasurer of the Province of Negros Occidental, showing its payment of petitioner's real property taxes in the amount of Fifty-Two Thousand Five Hundred Eight Pesos and Eighty Centavos (P52,508.80), and Thirteen Thousand Two Hundred Eighty Seven Pesos and Thirty Centavos (P13,287.30), respectively. Petitioner further alleges that it has no intention to violate the law and henceforth, commits to comply with the rules and regulations of the Commission regarding the submission of reports. It has also paid in full the total amount of the penalty of Fifteen Thousand Five Hundred Pesos (P15,500.00) as assessed by the Company Registration and Monitoring Department and evidenced by Official Receipt No. 0088640 dated September 4, 2007. We find petitioner's submissions to be insufficient 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 acted to fulfill its purpose under its Articles of Incorporation. Significantly, in the "Notes to Financial Statements" that formed part of petitioner's AFS, it was categorically stated that petitioner "ceased to operate effective July 1, 1993 due to continued losses and a lack of working capital" and that it "has remained dormant and management has not made plans to resume operations in the foreseeable future." In short, petitioner had been inoperative for over a decade before the revocation of its Certificate of Registration. Under Section 22 of the Corporation Code, failure of a corporation to operate for five (5) consecutive years is a ground for the revocation of its corporate franchise. WHEREFORE, premises considered, the Order of the Commission dated July 8, 2003 revoking the Certificate of Registration of Ecolima Agri-Commercial Corporation is hereby AFFIRMED. cTIESa SO ORDERED. Mandaluyong City, Metro Manila. January 24, 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