In the Matter of Rosanto Corp.

January 15, 2009 SEC EN BANC CASE NO. 10-08-0548 IN THE MATTER OF ROSANTO CORPORATION SEC REGISTRATION NO. A199716956 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, ROSANTO CORPORATION, is a stock corporation registered with the Commission on September 3, 1997, under SEC Registration No. A199716956, with principal office address at 26-16 Orange St., Hensonville Homes, Angeles City, Pampanga, engaged in general construction business, as stated in its Articles of Incorporation. ICESTA On March 15, 2004, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated February 10, 2004, published on February 14, 2004 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated February 10, 2004, on the following grounds: 1. that its officers were not aware of the Commission's reportorial requirements; 2. that its operation was temporarily suspended due to projects that did not materialize. 3. that it has no intention to violate the law and any of the Commission's rules and regulations; and 4. that it commits to submit the reportorial requirements religiously. In support of its Petition, Petitioner submitted the following documents: 1 1. Director's Certificate dated July 25, 2008, certifying that at the annual meeting of the Board of Directors and stockholders of the Petitioner, held on June 15, 2008, at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; 2. Photocopy of the 2008 Business Permit, Angeles City; and 3. Affidavit by Mr. Justo H. Roque stating that the corporation did not operate since the contract with the locators of Clark Economic Zone did not pursue and the Japanese investors backed out with the plan to invest. Since then, Petitioner failed to obtain projects inside the said Zone until recently. Upon evaluation of the submitted documents vis--vis the records on file with the Commission, it appears that the Petitioner violated Section 16 of the Corporation Code of the Philippines (the Code) by effecting a change in the number of its trustees (six [6] per its 2008 GIS) without properly amending its Articles of Incorporation (which states Five [5]). Thus, a fine of Php10,000.00 2 was imposed on the Petitioner, pursuant to Section 144 of the Code. AEDcIH Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. On October 30, 2008, Petitioner paid the fine of P20,000.00 under Official Receipt No. 0228123, for non-filing/registration of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1998-2007 Financial Statements 1998-2006 Stock and Transfer Book Registered Late WHEREFORE, Petitioner's allegation that its officers were not aware of the reportorial requirements to be submitted to the Commission is without merit. Section 141 of the Code requires corporation to submit an annual report of its operations and such other requirements as the Commission may require. Petitioner is bound by the said provision of the law and it cannot claim ignorance as excuse from compliance therewith. Nevertheless, despite the failure of the Petitioner to substantiate its allegation that its operation was temporarily suspended due to immaterialized projects, we find the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity; thus, the Order of the Commission dated February 10, 2004 revoking the Certificate of Registration of ROSANTO CORPORATION, is hereby SET ASIDE. Finally, Petitioner is hereby directed to submit proofs of actual commercial operations not later than three (3) months after issuance of this Order. Failure on the part of the Petitioner to comply with the directive shall cause the recall of this Order. AEaSTC SO ORDERED. Mandaluyong City, January 15, 2009. (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 faithful reproductions of the originals of the documents. 2. Included in the O.R.