Atty. Marcial O. T. Balgos

February 3, 1983 Atty. Marcial O. T. Balgos De Santos, Balgos & Perez Law Offices 5th Floor Corinthian Plaza Paseo de Roxas, Makati Metro Manila Sir : This refers to your letter dated January 25, 1983 addressed to the Commission inquiring as to whether the corporate secretary of Philippine Blooming Mills Co., Inc. is still duty bound to issue notices of the annual meeting of the stockholders of the corporation pursuant to the provisions of its by-laws considering that rehabilitation receivers had been appointed and had effectively taken over all the properties of the corporation pursuant to SEC Order dated July 9, 1982 . Please be informed that "where the purpose of the receivership is not for a winding up or dissolution of the company, a variety of corporate acts and functions may still be performed by the corporation, as long as they are not of a character or nature calculated to interfere with, hamper or impede the management and control by the receiver of the property in his hands". (Fletcher, Cyclopedia Corporations, Vol. 16, p. 327). "Ordinarily, the appointment of a receiver does not preclude the right to hold a stockholders' meeting." (Ibid. p. 321) Thus, your corporate secretary is still duty bound to issue notices of the annual stockholders' meeting pursuant to the provisions of your by-laws. Please be advised accordingly. Very truly yours, For the Commission: (SGD.) GONZALO T. SANTOS, JR. Associate Commissioner