In the Matter of Manila Brickworks, Inc.

March 6, 2009 SEC EN BANC CASE NO. 11-08-0571 IN THE MATTER OF MANILA BRICKWORKS, INC. SEC REGISTRATION NO. 0000069071 FOR : Setting Aside the Order of Revocation of the Certificate of Registration O R D E R Petitioner, MANILA BRICKWORKS, INC., is a stock corporation registered with the Commission on August 12, 1976, under SEC Registration No. 0000069071, with office address at 10/F Manilabank Bldg., 6772 Ayala Avenue, Makati City, engaged in the manufacture of all kinds of brick and ceramic wares, as stated in its Articles of Incorporation. ECTHIA On August 11, 2003, its Certificate of Registration was revoked by the Commission, by virtue of SEC Order dated July 8, 2003, published on July 11, 2003 in the Philippine Daily Inquirer, for non-filing of reports. Petitioner now prays for the setting aside of the Order of Revocation dated July 11, 2003, on the following grounds: 1. that it is in continuous operation since incorporation however, all its corporate records were destroyed due to fire; 2. that it owned several parcel of lands and that the same cannot be utilized for corporate purposes unless the Order of Revocation is not set aside; 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. Directors' Certificate dated July 8, 2008, certifying that at the regular meeting of the Directors and stockholders of the Petitioner, held on March 27, 2007, at its office address at which a quorum was present, the resolution allowing the filing of Petition to Set Aside Order of Revocation was approved; AICEDc 2. Photocopy of the 2008 Annual Income Tax Return; 3. Photocopies of the 2008 Business Permit and Sanitary Permit with Billing Assessment dated April 30, 2008, Makati City; 4. Photocopy of the Barangay Business Clearance dated April 17, 2008 issued by Barangay San Lorenzo, Makati City; 5. Photocopies of the 2008 Community Tax Certificate dated April 30, 2008 and Official Receipt of the Office of the Treasurer dated April 30, 2008 for payment of Certificate and Filing Fee; 6. Photocopy of the Locational Clearance issued by the Urban Development Department, Zoning Administration Division of Makati City; 7. Photocopies of the Transfer Certificates of Title Nos. T-8329 (M) and T-8532 (M) evidencing ownership of certain parcels of land; and 8. Photocopies of the Minutes of Meetings held on July 31, 2008 and March 27, 2007. 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 principal office address (10/F Manilabank Bldg., 6772 Ayala Avenue, Makati City per its 2008 GIS) without properly amending its Articles of Incorporation (which states Quezon City). It also violated Section 48 of the Code by effecting a change in its fiscal year (June 1-May 31, as reflected in its 2008 FS) without properly amending its By-laws (which states January 1-December 31). Thus, a total fine of Php20,000.00 2 was imposed on the Petitioner, pursuant to Section 144 of the Code. Petitioner submitted its 2008 General Information Sheet and 2008 Financial Statements for the year ended May 31, 2008 to prove its intention to continue its registration with the Commission. aIHCSA On December 4, 2008 and February 19, 2009, Petitioner paid the fine of P13,500.00 under Official Receipts Nos. 0239393 and 0262454, for non/late filing/registration of the following, on the years indicated hereunder: NOT FILED FILED LATE General Information Sheet 1996-2006 2007 Financial Statements 1996-2007 2008 Stock and Transfer Book Registered Late WHEREFORE, notwithstanding the failure of the Petitioner to substantiate its allegations such as its continuous operation since incorporation and the destruction of its corporate documents because of fire, we find the submitted documents sufficient to establish Petitioner's intent to continue as a juridical entity. Thus, the Order of the Commission dated July 8, 2003, revoking the Certificate of Registration of MANILA BRICKWORKS, INC., is hereby SET ASIDE. Further, Petitioner is hereby directed to submit its 2009 Mayor's Permit within thirty (30) days from receipt of this Order. Failure on the part of the Petitioner to comply with the directives shall cause the recall of this Order. SO ORDERED. Mandaluyong City. March 6, 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. Fine for violation of Section 16 of the Code is included in the O.R. No. 0239393; O.R. No. 0256991 dated February 12, 2009 is for violation of Section 48 of the Code. HcaDIA