In re Meyr Enterprises Corp.

December 7, 2007 SEC EN BANC CASE NO. 11-07-0260 IN THE MATTER OF MEYR ENTERPRISES CORPORATION (SEC REG. NO. A1997-19875) , petitioner . FOR : Setting Aside Order of Revocation of Certificate of Registration O R D E R Petitioner Meyr Enterprises Corporation is a stock corporation registered with the Commission on November 14, 1997, the primary purpose of which is "to engage in the business of trading of goods such as garments and textiles on wholesale/retail basis." TSEHcA Petitioner's principal office address is F. Ramos Corner Arlington Pond, Cebu City, Cebu. On March 15, 2004, petitioner's Certificate of Registration No. A1997-19875 was revoked pursuant to the Order of Revocation dated February 10, 2004 for non-compliance with the Commission's reportorial requirements. Said Order was published in a newspaper of general circulation on February 14, 2004. Petitioner now prays for the lifting of the said Order based on the following grounds: 1. petitioner is still existing and operational as evidenced by its submissions; and 2. its failure to comply with reportorial requirements was inadvertent. In support of its Petition, petitioner submitted its 2007 General Information Sheet (GIS) and 2006 Audited Financial Statement. Petitioner also submitted, as proof of its continued operation, the following documents: 1. an Income Tax Return for the year ended December 2006; 2. a Pasay City Mayor's Permit No. 0009660 issued on October 26, 2007; 3. a Barangay Business Clearance from Barangay 184, Zone 19, District II, Maricaban, Pasay City; 4. a Certification from the Tagaytay Highlands International Golf Club, Inc. (Tagaytay Highlands), dated November 5, 2007 that petitioner is a member of good standing in said Golf Club; and 5. two statements of account, also from Tagaytay Highlands with cutoff dates of August 31, 2007 and September 30, 2007. 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 Eighteen Thousand Pesos (P18,000.00) as assessed by the Company Registration and Monitoring Department and evidenced by Official Receipt No. 0109801 dated November 6, 2007. cDCSTA Having reviewed the petitioner's submissions, we find that the evidence submitted by the petitioner has failed to prove its operation to merit the setting aside of the Order of Revocation of February 14, 2004. First of all, according to the attached ITR, petitioner had no income to declare for all of 2006. Under Part II of the Return, which is supposed to contain the computation of tax, all relevant fields are simply marked "nil", thus belying petitioner's claim of operation, at least for the year 2006. Furthermore, both petitioner's Mayor's Permit and Business Clearance were issued by the Pasay City government, as opposed to Cebu City, which, per petitioner's Articles of Incorporation and 2007 GIS is supposedly petitioner's principal place of business. It seems that these documents were obtained only to merit a favorable decision from this Commission. Finally, the fact that petitioner is a member in good standing at the Tagaytay Highlands does absolutely nothing to prove that petitioner has been operating in pursuance of its primary purpose which is the trading of garments and textiles on a wholesale or retail basis. 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. Considering that petitioner has offered no proof of any operation since its incorporation in 1997, it would appear that petitioner had not been operative for over twice that period of time when this petition was being considered by the Commission. WHEREFORE, premises considered, the instant petition is hereby DENIED for lack of merit and the Order of the Commission dated February 10, 2004 revoking the Certificate of Registration of Meyr Enterprises Corporation is hereby AFFIRMED. CIDcHA SO ORDERED. Mandaluyong City, Metro Manila. December 7, 2007. (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