VSC Pharmaceutical Corporation

April 23, 1987 VSC Pharmaceutical Corporation 472-E Mendoza St. cor. 1st St. Santo Nio, Marikina, Metro Manila Attention : Mr . Danilo Villanueva Acting Corporate Secretary Sir : This has reference to your letter dated April 6, 1987, requesting information from this Commission on whether the holding of the annual meeting at a later date will not be in violation of any existing law under the Corporation laws of the Philippines. cdll It appears therein that your annual meeting is scheduled on the last Saturday of January, 1987 but this was not held due to lack of proper quorum. You now intend to hold the same on April 30, 1987 at the office of the corporation. Hence, your query. In a similar query, this Commission has ruled that "The Board of Directors cannot change the date of the annual meeting prescribed in the by-laws of corporation so as to lengthen their term of office, unless the reason is justifiable and proper notice of the postponement is given to the members." ( Ltr. to the Board of Directors, PGREA, dated January 5, 1981 ) Taking into consideration your ground for postponement of the annual meeting, the Commission believes that the same appears to be justifiable. The Commission therefore, interposes no objection to the holding of your annual meeting on April 30, 1987, provided that proper notice is given to all the stockholders of record. Regarding the possible violation incurred by the corporation for non-holding of your annual meeting on the date fixed in your by-laws, your attention is invited to the provision of our "Rules Governing the Filing of Information Sheet by Domestic Corporations" which prescribes, under paragraph 2 thereof, that no extension of period for postponement of annual stockholders' meeting shall be allowed except for very justifiable reasons so stated in writing by the President, Secretary, Treasurer or other officers, upon which the Commission may grant an extension for not more than ten (10) days .Violation of said rule carries a penalty of P25.00. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner