Mr. Nolasco M. Bondoc

April 25, 1985 Mr. Nolasco M. Bondoc Board Secretary Tradex International Phil. Inc. 4th Flr.,Sterlinglife Cond. Dela Rosa St. cor. Esteban & Ormaza Legaspi Vill.,Makati, Metro Manila Sir : This relates to your letters of March 8 and April 12, 1985, respectively, requesting information from this Commission on the queries posed therein. cdll Anent thereto, quoted hereunder is the pertinent provision of the Corporation Code of the Philippines: "SECTION 74. .... Stock corporations must also keep a book to be known as the "Stock and Transfer Book" in which must be kept a record of all stocks in the names of the stockholders alphabetically arranged, the installments paid and unpaid on all stock for which subscription has been made, and the date of payment of any installment; a statement of every alienation, sale or transfer of stock made, the date thereof, and by and to whom made, and such other entries as the by-laws may prescribe. The stock and transfer book shall be kept in the principal office of the corporation or in the office of its stock transfer agent and shall be open for inspection of any director or stockholder of the corporation at reasonable hours on business days . xxx xxx xxx" (emphasis supplied) If you are a stockholder or director of a corporation and has been denied of your right to inspect its stock and transfer book, you may file a verified complaint with this Commission against the officer or agent of the corporation responsible therefor. In this connection, Section 5 of P.D. 902-A, as amended provides in part as follows: "SECTION 5. In addition to the regulatory and adjudicative functions of the Securities and Exchange Commission over Corporations, partnerships and other forms of associations registered with it as expressly granted under existing laws and decrees, it shall have original and exclusive jurisdiction to hear and decide cases involving: xxx xxx xxx (b) Controversies arising out of intra-corporate or partnership relations, between and among stockholders, members, or associations; between any or all of them and the corporation, partnership or association of which they are stockholders, members or associates, respectively, ... xxx xxx xxx." Reconstruction or re-issuance of another stock and transfer book is deemed premature inasmuch as the original thereof has not been lost or destroyed. Please be advised accordingly. LexLib Very truly yours, (SGD.) MANUEL G. ABELLO Chairman