Francisco O. Santos, et al. vs. Sofronio Blando, et al.

[SEC-SICD * CASE NO. 1868. May 16, 1980.] FRANCISCO O. SANTOS, BURTON T. OATE, CESAR P. MADAMBA and BENJAMIN M. LEGASPI , petitioners , vs . SOFRONIO BLANDO, AGRIX MARKETING, INC., ET AL. , respondents . O R D E R On March 26, 1980, a petition for accounting, inventory and receivership for purposes of rehabilitating the Agrix corporate and business complex was filed with the Commission. Acting in line with the spirit and nature of the powers vested upon it by Presidential Decree Nos. 902-A and 1653, i.e., the rehabilitation of distressed corporations for the protection of the investing public and creditors, the Commission immediately commenced to take the necessary steps to search for, and appoint, a competent group of management and financing experts as rehabilitation receiver to undertake the rehabilitation of the Agrix corporate and business complex. llcd Simultaneously, pending the appointment of a permanent rehabilitation receiver, and for the purpose of preserving the rights of the parties, namely, the stockholders, investing public and creditors, as well as to preserve the base of the rehabilitation program, in the interim period, the Commission directed moves to (a) keep intact the existing assets, properties and funds of the Agrix business complex; (b) to discover and recover unknown or hidden assets, properties or funds that may be brought back into the folds of the Agrix business complex; and (c) to prevent the paralization of the ongoing Agrix complex business operations. For the above purposes, the Commission created a management committee on March 26, 1980, pursuant to powers granted under P.D. No. 1653 and on April 28, 1980, appointed an Acting Executive Director for the Agrix interim receivership proceedings, to ensure effective and immediate implementation of the identified tasks. On May 15, 1980, His Excellency, President Ferdinand E. Marcos, issued Letter of Instruction No. 1021, ordering among others, the deputization of the National Development Company (NDC), an organization known for its competence and management expertise, particularly in relation with ailing or distressed companies, as the agency to undertake the rehabilitation of the Agrix corporate and business complex. WHEREFORE, in compliance with the above-mentioned Letter of Instruction, and in accordance with the powers vested upon it by Presidential Decree No. 1653, the Commission hereby appoints and deputizes the National Development Company (NDC) as the rehabilitation receiver of the Agrix corporate and business complex. In addition to, and complementing the powers and authorities vested upon it by virtue of the above-mentioned Letter of Instruction, the National Development Company (NDC), as receiver, shall have the power to bring and defend as such, actions in its own name; to take and keep possession of all the assets, properties and funds, as well as the corporate and business records of the Agrix corporate and business complex; to collect debts due to itself as receiver or to Agrix corporate and business complex; to compound for and compromise the same; to make transfers; to pay outstanding debts; to formulate and implement a rehabilitation program and in accordance thereto, to manage, operate, supervise and control all aspects of the corporate and business operations of the Agrix corporate and business complex, with full authority to hire and dismiss employees, to enter into contracts with professionals, consultants, creditors, suppliers, banks, financing institutions and other parties that may come into play in the rehabilitation work; to make official representations with the Civil Courts and other government agencies; to make full use and generate capital from the existing assets, properties, funds, revenues and sources of revenues of the Agrix business complex; to eliminate non-viable business operations and diversify to more profitable business operations, and generally to do and perform all such acts as would lead to the early and successful rehabilitation of the Agrix corporate and business complex, to the ultimate benefit of the investing public and creditors. The task of appointing a rehabilitation receiver having been accomplished by virtue of Letter of Instruction No. 1021, the Management Committee acting as interim receiver, created by virtue of the Order of this Commission dated March 26, 1980, is hereby dissolved. Furthermore, the appointment of Atty. EULALIO VENTURA as Acting Executive Director for the Interim receivership proceedings of the Agrix corporate and business complex dated April 28, 1980 is hereby withdrawn. The members of the management committee and Atty. Eulalio Ventura are, however, hereby directed to assist in the turning over of all papers, documents, pertinent records, as well as all properties, assets, funds, revenues or sources of revenues of the Agrix Corporate and business complex to the rehabilitation receiver, the National Development Company. llcd Furthermore, said members of the management committee, and Atty. Eulalio Ventura are also hereby directed to turn over to and apprise the rehabilitation receiver of all the identified pending critical and urgent tasks relative to the preservation, discovery and recovery of assets, properties and funds of the Agrix business complex, and maintenance of the ongoing business operations. Henceforth, until further orders from the Office of the President, the role of the Commission shall be limited to the following: (a) the processing, assessment, evaluation, admission and approval of proofs of claims of investors who shall have submitted their claims within the May 30, 1980 deadline set by the Minister of Industry. (b) To give official approval, and enforce all agreements or arrangements not contrary to law, morals or public policy, that may be arrived at by and between the rehabilitation receiver, the National Development Company (NDC) on the one hand, and the stockholders, investors and creditors of the Agrix corporate and business complex, on the other. (c) To take cognizance, arbitrate and decide on other matters affecting any and all parties to the Agrix corporate and business complex that may fall within its jurisdiction, provided, however, that the same shall not hinder or obstruct the expeditious progress of the rehabilitation work. SO ORDERED. LLphil (SGD.) ANGEL L. LIMJOCO, JR. Chairman (SGD.) JULIO A. SULIT, JR. (SGD.) SIXTO T. J. DE GUZMAN, JR. Associate Commissioner Associate Commissioner