In re Tri-Star Textile Mills, Inc.

[SEC-SICD * CASE NO. 08-93-4539. August 8, 1994.] IN THE MATTER OF THE PETITION FOR DISSOLUTION OF TRI-STAR TEXTILE MILLS, INC. , TRI-STAR TEXTILE MILLS, INC. , petitioners . D E C I S I O N For decision is a petition for voluntary dissolution filed by petitioner herein, Tri-Star Textile Mills, Inc. (Tristar for brevity) seeking the following reliefs, namely: 1. That the petitioner corporation be dissolved; 2. That a receiver be appointed to take charge of the winding up of the affairs of the corporation; and 3. That the assets of the petitioner corporation be liquidated and distributed in accordance with law. In support of the foregoing prayers and insofar as they are material to the petition, petitioner alleges that it is a textile manufacturing corporation duly registered with this Commission under SEC Reg. No. 191909; that it suffered tremendous financial losses making its business operations no longer viable; that a special board meeting was conducted for the purpose of dissolving Tri-Star on April 17, 1993 and the same was approved by a majority of the board of directors thereof (Exhibit "Z"); that the dissolution of Tri-Star was further ratified by at least two-thirds of its outstanding capital stock (Exh. "AA"); that on August 11, 1993 this Commission issued an Order directing petitioner to cause the publication of the aforesaid Order at least once a week for three (3) consecutive weeks in a newspaper of general circulation, and that a similar copy thereof be posted for three (3) weeks in a public place where the principal office of the corporation is located, in order to notify any persons or entity having valid claims against the petitioner and for them to enter their objections to the dissolution of the petitioner, pursuant to Section 119 of the Corporation Code of the Philippines; that petitioner has made proper compliance with the foregoing Order, as evidenced by the affidavit of publication (Exh. "A") and the affidavit of posting (Exh. "F"); that after the publication and posting of dissolution, no creditors have come forward to make their claims against the petitioner; that inspite of this fact, petitioner has disclosed in its petition the existence of creditors as of the date of dissolution, namely: Creditors Outstanding Payable 1. Imperial Textile Mills P5,087,247.22 2. Hoeschst Far East Marketing 200,000.00 3. L. G. Atkinson 144,749.60 4. Di-Catalyst International 66,750.00 5. Allen Specialty Products 748,775.00 6. Tri-Color Marketing 55,800.00 7. Dalvinson Trading 187,440.00 8. Printersmate 94,500.00 9. Phil. Banking Corp. 24,500,000.00 P31,085,261.82 That of the foregoing creditors, the following have executed their respective quitclaims, releasing petitioner herein of its monetary liabilities, and they are: 1. Hoescht Far East Trading; 2. L. G. Atkinson; 3. Di-Catalyst International; 4. Allen Specialty Products; 5. Tri-Color Marketing; 6. Dalvinson Trading; and 7. Printersmate. Copies of their quitclaims are attached to the records of the case and are marked in exhibit as Exhibits "DD","EE","FF","GG","HH","II",and "JJ";that inspite of the execution of the foregoing quitclaims, there remain no assets as compared to total liabilities amounting to P7,032,687.87 (Exh. "CC-a" and "CC-1");that petitioner has no outstanding liabilities to the Government of the Republic of the Philippines as all of petitioner's taxes and similar liabilities have been paid in full (Exh. "KK" to "KK-2");that the stockholders of record of the petitioner have already fully-paid their respective subscriptions and despite full payments, the petitioner no longer have any assets remaining (Exh. I to X, inclusive). WHEREFORE, judgment is hereby rendered dissolving Tri-Star Textile Mills, Inc. pursuant to Section 119 of the Corporation Code of the Philippines. In the meantime, let the Law Firm of Farcon, Gabriel Farcon and Associates be, as it is hereby appointed as the duly authorized receiver of Tri-Star Mills, Inc.,who shall hold other assets of the petitioner corporation in trust for the remaining creditors who may still have claims therewith and who shall liquidate and distribute the aforesaid assets in accordance with law. Let copy of this Decision be furnished the Corporate and Legal Department and the Records Division of this Commission for inclusion in the Corporate file. SO ORDERED. (SGD.) EDUARDO P. BAROT Hearing Officer