In re Horizon East Fashions, Inc.

[SEC-SICD * CASE NO. 03-94-4724. October 5, 1994.] IN THE MATTER OF THE PETITION FOR VOLUNTARY DISSOLUTION OF HORIZON EAST FASHIONS, INC., HORIZON EAST FASHIONS, INC. , petitioner . D E C I S I O N This treats of the petition for voluntary dissolution of Horizon East Fashions, Inc.;alleging, inter alia, that petitioner is a corporation organized and existing under Philippine laws with temporary office at Suite 6-C Country Space I Bldg.,Sen. Gil Puyat Avenue, Makati, Metro Manila; that petitioner is engaged in the business of buying, selling, distributing, importing or exporting, designing, fabricating, producing or otherwise dealing in fashion accessories of all kinds and descriptions, such as but not limited to belts, handbags and jewelry; that for the fiscal year 1994, petitioner suffered tremendous and crippling financial losses and business reverses due to unfavorable business climate, including costs and irregular business orders; that in a special meeting of the board of directors duly called for the purpose and at which meeting a quorum was present, the board of directors resolved to dissolve the corporation which was duly ratified and confirmed by the affirmative vote of the stockholders representing at least 2/3 of the outstanding capital stock; that there were pending payables to petitioner's suppliers and creditors, including taxes and other fees and charges amounting to (P4,508,090.36),Philippine Currency, more or less. The names and addresses of petitioner's creditors are listed in the petition as Annex "A";that there are other monetary claims against the petitioner which are the subject of pending suits in court and labor claims with the National Labor Relations Commission; that the dissolution of the petitioner will affect the rights of the creditors inasmuch as petitioner does not have enough assets to cover all liabilities; that the appointment of Receiver to take possession of the remaining assets and oversee the liquidation of the petitioner is proper and warranted, and for this purpose, Atty. Epifanio C. Sedigo, Jr. with office address at Suite 204, ITC Bldg.,Sen. Gil Puyat Avenue, Makati, Metro Manila is hereby nominated to be appointed as Receiver. cdll In compliance with the jurisdictional requirements, petitioner caused the publication of the Order dated 6 April 1994 in the newspaper of general circulation as well as the posting of the said Order in public places. During the pendency of the case, two (2) creditors filed their respective claim, to wit: 1. Philippine Commercial International Bank 2. Ardee Security Agency & General Services. Likewise, another creditor Guarantee Fund For Small And Medium Enterprises (GFSME) filed a Motion For Intervention regarding its claim against the petitioner. When the petitioner's application for voluntary dissolution was heard, petitioner's counsel presented both testimonial and documentary evidences. From the evidence adduced, it was clearly established that the basic requirements needed for voluntary dissolution provided for by the statute particularly Section 119 of the Corporation Code had been complied with. The statute it will be noted, imposes no condition upon the power of the stockholders holding two-thirds (2/3) of the outstanding capital stock to dissolve the corporation. Moreover, we cannot overlook the fact that petitioner is not the only corporation suffering from the same economic setback that is hitting the industrial community. From the facts narrated in the petition and the evidence on record, we are now impelled by an extreme sense of urgency to give ample protection for the best interest not only of the petitioner but also its stockholders as well as the creditors. WHEREFORE, judgment is hereby rendered dissolving Horizon East Fashions, Inc. pursuant to Section 119 of the Corporation Code of the Philippines. Conformably and as prayed for, Atty. Epifanio C. Sedigo, Jr. with office address at Suite 304, ITC Bldg.,Sen. Gil Puyat Avenue, Makati, Metro Manila is hereby appointed as Receiver of the said corporation, with the corresponding powers, to wit: 1. To bring and depend as such action in his own name; 2. To take and keep possession of the property of the corporation; 3. To receive rents; LexLib 4. To collect debts due to himself or to the fund, property, estate, person, or corporation; 5. To compound for and compromise the same; 6. To divide the money and other property that shall remain among the person legally entitled to receive the same. 7. To do such acts respecting the property as this Commission may authorize. Considering the foregoing, the creditors' claim against the corporation are hereby forwarded to the Receiver for appropriate action. Meantime, Horizon East Fashion Inc.,is directed to submit the BIR Tax Clearance within ten (10) days from receipt hereof. Let copy of this Decision be furnished the Records Division, Administrative and Finance Department of this Commission for inclusion in the corporate file. Further, the corporation hereby directed to furnish copy of this Decision to its creditors. SO ORDERED. (SGD.) ENRIQUE L. FLORES, JR. Hearing Officer