In the Matter of Jade's Concrete Products Manufacturing and Trading Corp.

January 15, 2009 SEC EN BANC CASE NO. 11-08-0562 IN THE MATTER OF JADE'S CONCRETE PRODUCTS MANUFACTURING AND TRADING CORPORATION SEC REGISTRATION NO. ASO95-002025 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, JADE'S CONCRETE PRODUCTS MANUFACTURING AND TRADING CORPORATION, is a stock corporation registered with the Commission on 01 March 1995, under SEC Registration No. ASO95-002025, with principal office address at 101 Tiwala St., Malanday, Valenzuela City. AEaSTC On 03 November 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated 30 September 2003, published on 04 October 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the said Order of Revocation dated 30 September 2003, on the following grounds: 1. that the officers of the Petitioner were not aware of the Commission's reportorial requirements; 2. that Petitioner did not receive any prior notice as to the revocation of the Certificate of Registration; 3. that Petitioner owns vehicles registered under its name used in the operation of its business; 4. that Petitioner entered into agreements with the Philippine Batteries, Inc. and Philippine Recyclers, Inc. to transport Petitioner's hazardous waste and revoking its license will prejudice the fulfillment and performance of the obligations in the agreements; and 5. that Petitioner has no intention to violate the law and any of the Commission's rules and regulations. In support of its Petition, Petitioner submitted the following documents: 1 1. Director's Certificate dated 14 May 2008, stating that at the special joint meeting of the stockholders and the Board of Directors, held on 22 February 2008, (with minutes of meeting) at 101 Tiwala St., Malanday, Valencia City at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was unanimously approved; 2. Photocopy of the Memorandum of Agreement with Philippine Batteries Inc. dated 14 May 2008 on the transport of its Hazardous Materials/Waste Factories; 3. Photocopy of the Joint of Affidavit of Undertaking with Philippine Recyclers Inc. dated 14 May 2008 stating the roles and responsibilities in the transport and final disposal of hazardous wastes; ADHaTC 4. Photocopy of the 2007 Annual Income Tax Return; 5. Photocopy of the 2008 Mayor's Permit, Valenzuela City; and 6. Photocopies of the Certificates of Registration of the vehicles in the name of the Petitioner. Petitioner submitted its 2008 General Information Sheet and 2007 Financial Statements to prove its intention to continue its registration with the Commission. It also commits to immediately pay the fines as due. On 19 November 2008, Petitioner paid the fine of Php61,000.00 under OR No. 0232709 for non/late-filing/registration of the following, on the years indicated hereunder: 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 officers 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 Petitioner is bound by the said provision of the law and it cannot claim ignorance as excuse from compliance therewith. Further, Petitioner's allegation that it did not receive any prior notice as to the revocation of its Certificate of Revocation is also without merit, considering that the Order of Revocation was published 04 October 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. DACTSH However, finding the submitted documents sufficient to establish that Petitioner is currently operational, and its intent to continue as a juridical entity, the Commission's Order dated 30 September 2003 revoking the Certificate of Registration of JADE'S CONCRETE PRODUCTS MANUFACTURING AND TRADING CORPORATION, is hereby SET ASIDE. 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.