In the Matter of Uniart Ceramics, Inc.

November 19, 2008 SEC EN BANC CASE NO. 10-08-0534 IN THE MATTER OF UNIART CERAMICS INCORPORATED SEC REGISTRATION NO. 0000182971 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, UNIART CERAMICS INCORPORATED is a stock corporation registered with the Commission on 25 October 1990, under SEC Registration No. 0000182971, with principal office at Quezon City, engaged in the business of manufacturing, and trading of promotional items, souvenirs and decorative items, as stated in its Articles of Incorporation. CIDTcH On 29 September 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 20 August 2003, published on 28 August 2003 in the Philippine Daily Inquirer for non-filing of reports.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 lifting of said Order of Revocation dated 20 August 2003 on the following grounds: a. The Board of Directors were not aware of the SEC reportorial requirements; b. Petitioner did not receive any notice of revocation from the Commission; and c. Petitioner's business operation is financially viable and the closure of its business would have adverse impact in the industry. In support of its Petition, Petitioner submitted the following documents: 1. Directors' Certificate dated 14 August 2008, certifying that at the special joint meeting of the stockholders and the Board of Directors held on 26 May 2008 at Rm. 210 JIAO Bldg., No. 2 Timog Ave. cor. Quezon Ave., Quezon City, at which a quorum was present, the resolution allowing the filing of Petition to Lift Order of Revocation was unanimously approved; 2. Photocopy of 2008 Business Permit; 3. Photocopy of 2007 Annual Income Tax Return received by the Bureau of Internal Revenue of Quezon City on 15 April 2008. Petitioner submitted its 2008 General Information Sheet, and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It also manifested that it has no intention to violate the law, and commits to immediately pay the fines due. On 10 October 2008, Petitioner paid the fine of PhP13,500.00 under O.R. No. 0219353, for non/late filing/registration of the following on the years indicated hereunder: REQUIREMENTS NOT FILED FILED LATE General Information Sheet 1996-2007 2008 Financial Statements 1996-2006 2007 Stock and Transfer Book Registered late WHEREFORE, Petitioner's allegation that its directors were not aware of the reportorial requirements to be submitted to the Commission 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 to excuse it from compliance therewith. DcAEIS The 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 28 August 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 case 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. The allegation that Petitioner's business is financially viable, and that the closure of its business would adversely impact on the industry has no basis. There was no proof submitted to such claims. However, 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 UNIART CERAMICS INCORPORATED, is hereby SET ASIDE. SO ORDERED. Mandaluyong City, November 19, 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