In re Golden Grain Milling Corp.

November 24, 2008 SEC EN BANC CASE NO. 10-08-0533 IN THE MATTER OF GOLDEN GRAIN MILLING CORPORATION, SEC REGISTRATION NO. 0000161244 , petitioner. FOR: SETTING ASIDE THE ORDER OF REVOCATION OF THE CERTIFICATE OF REGISTRATION O R D E R Petitioner, GOLDEN GRAIN MILLING CORPORATION, is a stock corporation registered with the Commission on 15 March 1989, under SEC Registration No. 0000161244, with principal office address at 3F W & W Building, Aguirre St., Legaspi Village, Makati City, 1 engaged in the business of flour manufacturing, as stated in its Articles of Incorporation. EICDSA On 29 September 2003 its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 20 August 2003, published on 28 August 2003 in the Philippine Daily Inquirer, for non-filing of reports.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 Order of Revocation dated 20 August 2003, on the following grounds: 1. that business closure due to the revocation of its corporate franchise would have an adverse impact in the industry considering that Petitioner's operation is financially viable; 2. its Board of Directors were not aware of the Commission's reportorial requirements; and 3. that it did not receive any notice of revocation from the Commission; 4. that it has no intention to violate the law and any SEC rules and regulations; 5. that it shall henceforth submit reportorial requirements religiously; and 6. that it intends to continue its registration with the Commission. In support of its Petition, Petitioner submitted the following documents: * 1. Board Resolution dated 14 August 2008 certifying that at the special meeting of the stockholders and the Board of Directors, held on 29 May 2008, in 1181 G. Masangkay St., Binondo, Manila, at which a quorum was present, the resolution allowing the filing of the Petition to Set Aside Order of Revocation was approved by the majority of the directors and majority of the outstanding capital stock; 2. Photocopy of Official Receipts issued by the City of Batangas as payment for its 2008 Real Estate Tax; 3. 2007 Annual Income Tax Return, received by the BIR on April 15, 2008; and TcEaAS 4. 2008 Business Permit, City of Manila. 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 commits to immediately pay the fines as due. On 10 October 2008, Petitioner paid the fine of Php19,000.00, under Official Receipt No. 0219352, for non/late filing/registration of the following, on the years indicated hereunder: Requirements Not Filed Filed Late General Information Sheet 1996-2002, 2004 and 2007 2008 Financial Statements 1996-2006 2007 Membership Book Registered late WHEREFORE, Petitioner's allegation that the closure of its business due to the revocation of its corporate franchise would have an adverse impact in the industry considering that its operation is financially viable is without merit. There is nothing in the submitted documents which could support its claim that the closure would adversely affect the flour industry; it failed to substantiate its claim; said allegation is merely based on conjectures and surmises. Petitioner's allegation that its Board of Directors were not aware of the Commission's reportorial requirements is without merit considering that 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 as excuse from compliance therewith. Petitioner's allegation that it did not receive the Order of Revocation dated 20 August 2003 is also 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 once in a newspaper of general circulation. Publication in a newspaper of general circulation is sufficient notice for the corporation concerned. Nevertheless, finding the submitted documents sufficient to establish Petitioner's intent to continue as a going concern entity, the Order of the Commission dated 20 August 2003, revoking the Certificate of Registration of the GOLDEN GRAIN MILLING CORPORATION, is hereby SET ASIDE. SO ORDERED. Mandaluyong City. November 24, 2008. (SGD.) FE B. BARIN Chairperson (on leave) MA. JUANITA E. CUETO Commissioner (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner (SGD.) RAUL J. PALABRICA Commissioner (SGD.) THADDEUS E. VENTURANZA Commissioner Footnotes 1. Petitioner's 2008 GIS. DHacTC * Photocopies are faithful reproductions of the originals of the documents.