Chalerm Paphavasit, et al. vs. Amercht Pharmakon, et al.

[SEC-SICD * CASE NO. 2082. November 27, 1981.] CHALERM PAPHAVASIT and CARLOS M. TEMPONGKO , petitioners , vs .AMERCHT PHARMAKON, INC.,ET AL. , respondents . D E C I S I O N Petitioners in the case are seeking for the dissolution of the respondent corporation, Amercht Pharmakon, Inc.,on the ground that said corporation is bankrupt and the respondents repeatedly failed and refused to attend meetings called by petitioner Chalerm Paphavasit, President and Chairman of the Board of Directors of respondent corporation, for the purpose of deciding whether to contribute additional capital to make the corporation operational or to dissolve it. LibLex Respondents having failed to file their answers notwithstanding proper service of summons and the lapse of the reglementary period to do so, they were, upon proper motion, declared in default. Evidence for the petitioners shows that petitioners and respondents were the organizers and incorporators of the respondent corporation whose main purpose was to manufacture pharmaceutical products to be sold all over the Philippines; that the respondent corporation was duly registered with the Securities and Exchange Commission on August 21, 1979; that during the early months of operation, the respondent corporation was making good that it needed additional capital; that petitioner Chalerm Paphavasit gave the corporation P270,000.00 by way of loan out of his own personal funds as additional capital and he even purchased five (5) cars for the use of its sales agent; that because of mismanagement of the personnel and staff of the respondent corporation, coupled with the failure of its sales agent to remit the proceeds of the sales of its products, the respondent corporation became bankrupt; that notwithstanding several calls for a meeting of the board of directors, respondents repeatedly failed and refused to attend said calls for meetings. When it became evident that the respondents were no longer interested in the respondent corporation and apprehensive that they might use the name of the corporation in transacting business illegally, petitioners decided to file this petition, seeking its dissolution. As heretofore stated, the respondents were declared in default and so, the evidence for the petitioners remain unrefuted. prLL WHEREFORE, judgment is hereby rendered in favor of the petitioners and against the respondents, dissolving AMERCHT PHARMAKON, INC. as a corporation pursuant to Section 122 of the New Corporation Code of the Philippines. Let a copy of the decision be furnished the Corporate and Legal Department of this Commission for proper guidance. SO ORDERED. (SGD.) JOAQUIN G. GARAYGAY Hearing Officer