SEC EIPD Case No. 2025-8063Resolution upholding the 26 November 2025 Revocation Order against St. Gerrard Construction General Contractor and Development Corp.

Securifies and Exchange Commission DSTN

BAGONG PILIPINAS

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT

IN THE MATTER OF SEC EIPD CASE NO. 2025-8063

SEC Company Reg. No. CS201522644 ST. GERRARD CONSTRUCTION GENERAL CONTRACTOR AND DEVELOPMENT CORP MEMORANDUM FOR: SERIES 0F 2019,0THERWISE KNOWN GENERAL INFORMATION SHEET (GIS) AS CIRCULAR NO.10,SERIES OF 2022 ASTHE2019 AMENDED BY VIOLATION SEC CIRCULAR REVISION OF MEMORANDUM OF NO. THE 15 SEC

RESOLUTION

CONTRACTOR AND DEVELOPMENT CORP. stgerrardconstructionsgc@gmail.com st gerrard const@yahoo.com cfs iii@yahoo.com ST. GERRARD CONSTRUCTION GENERAL 0792 F. Manalo St., corner, J. Pueblo Brgy. Bambang Pasig City TO THE PRESIDENT E-mail: THE MEMBERS OF THE BOARD OF DIRECTORS

Attention:

This refers to the 11 December 2025 Motion for Reconsideration filed by ST. GERRARD to as "ST. GERRARD"/"Corporation"), received on the same date, in relation to Notice and as amended by SEC Memorandum Circular No. 10, Series of 2022. CONSTRUCTION GENERAL CONTRACTOR AND DEVELOPMENT CORP. (hereafter referred Order dated 03 September 2025, and Resolution dated 26 November 2025 issued by the Enforcement and Investor Protection Department of the Securities and Exchange Commission (SEC) finding ST. GERRARD in violation of SEC Memorandum Circular No. 15, Series of 2019,

ANTECEDENT FACTS AND STATEMENT OF THE CASE This instant case stemmed from the conduct of a beneficial ownership verification by this Department of the Beneficial Declaration Pages submitted by corporations, to determine compliance with the beneficial ownership disclosure and transparency requirements

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under SEC Memorandum Circular No. 15, series of 2019, as amended by SEC Memorandum Circular No. 10, Series of 2022. During a Senate Blue Ribbon Committee hearing held on 01 September 2025, MS CEZARAH ROWENA CRUZ-DISCAYA (hereafter referred to as"MS.DISCAYA"),under oath, responded to queries from the Senators and stated that she is the owner and officer of ST. GERRARD. However, records of the SEC show that ST. GERRARD submitted false beneficial ownership information, in violation of SEC Memorandum Circular No. 15, series of 2019, as amended by SEC Memorandum Circular No. 10, Series of 2022, by failing to disclose MS. DISCAYA as its beneficial owner in its Beneficial Declaration pages from 2022 to 2024.

which was received 04 September 2025, addressed to ST. GERRARD, its President, and the Members of its Board of Directors, assessing a penalty of TWO MILLION PESOS giving the latter fifteen (15) calendar days, or until 19 September 2025, to submit its reply. Consequently, this Department issued a Notice and Order dated 03 September 2025 (PHP2,000,000.00) for false declaration of beneficial ownership of ST.GERRARD, and

However, the 2016 Rules of Procedure of the SEC, Rule 3, Section 3-3 expressly provides: On 21 October 2025, this Department received a Formal Entry of Appearance with Motion for Extension of Time, informing the Commission that ST. GERRARD would be represented by Samaniego & Associates Law Office with a request for an extension until 21 November 2025 within which to file its reply and comply with the Notice and Order.

"Sec.3-3 Prohibited Pleadings. - The following pleadings or any submission filed or made under a similar guise or title shall not be allowed:

b.Motion for Bill of Particulars; a C. Motion to Dismiss; Motion for New Trial, or Reopening of Trial. d.Petition for relief from judgment; e Motion for extension of time to file pleadings.

f g. Motion to declare a party in default; Motion for postponement and any other motions of similar affidavits, or any other submission of similar intent;

h.Motion for leave to amend pleadings. intent; and

With a Motion for Extension of Time being a prohibited pleading in this proceeding, the same was expunged from the records. Further, with ST. GERRARD failing to submit any compliance or responsive pleading within the 15 day period, and even until 21 November 2025, assuming arguendo that this Department recognized and gave due course to the request for extension, a Resolution for Reconsideration, was issued by this Department finding implied admission of the facts dated 26 November 2025, which is the subject of ST.GERRARD's 11 December 2025 Motion established on record and waiver of right to be heard by the former.

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ISSUES

I.Whether or not the finding of violation of Section 11, I-A of SEC Memorandum Circular 2022 against ST. GERRARD is not supported by substantial evidence; No.15, Series of 2019, as amended by SEC Memorandum Circular No.10, Series of

II.Whether or not the penalties imposed on ST. GERRARD are inconsistent with the principle of proportionality in administrative law; and

H Whether or not ST. GERRARD was deprived of its right to a fair opportunity to

contest the allegation with evidence.

RULING

I THE SUPPORTED BY SUBSTANTIAL RESOLUTION IS

EVIDENCE

Before we discuss the sufficiency of evidence at hand, this Department finds it appropriate to discuss the quantum of proof it requires in its resolutions.

scintilla" of evidence but "less than preponderance," that is demanded in ordinary civil without being hamstrung by the stricter technicalities of trial courts. (citations omitted) The Supreme Court in a string of cases has consistently held that in administrative proceedings, necessary for a finding of guilt is substantial evidence or such relevant evidence as a reasonable mind may accept as adequate to support a conclusion. It does not require overwhelming or conclusive evidence. Rather, it calls for "more than a mere action, grounded on the idea that administrative bodies, which are not strictly bound by technical rules of procedure, must have a flexible yet reliable standard of proof. By adopting this lower threshold than "preponderance of evidence," these bodies can more efficiently decide matters that require expertise in areas such as regulatory issues,

Contrary to ST. GERRARD's claim that the Resolution is only based on the sworn Resolution: declaration of MS. DISCAYA, the following are the basis of the 26 November 2025

a.Undisputed and uncontroverted fact of the admission of ownership, under oath, by MS. DISCAYA of ST. GERRARD during the September 1, 2025 Senate Blue Ribbon Committee hearing: b. Undisputed and uncontroverted fact that ST. GERRARD did not disclose MS. DISCAYA in its beneficial ownership declaration from 2022 to 2024; and c. Implied admission of ST. GERRARD on the matter for its non-compliance to the 3 September 2025 Notice and Order, it being in the position to controvert the findings

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provision in the Notice and Order stating: and question the assessment, but nonetheless failed to do so despite the explicit

within the prescribed period shall be construed as a waiver of your prejudice to the imposition of additional penalties for continuing non "Failure to submit the required explanation and corrective filing right to be heard, and this assessment shall be deemed final without compliance"

ST. GERRARD was clearly notified of the finding of its violation of SEC Memorandum Circular no.15 series of 2019, as amended by the SEC Memorandum Circular no. 10, series owners; having been ordered by the Commission to respond to the Notice and Order, which will subject the corporation to penalties and fines for its inaction; and having been of 2022 through the Notice and Order. Despite having the knowledge as to its beneficial

given the opportunity to deny and or explain the same within an ample time of 15 days

thereto when it could easily have done so. Memorandum Circular No.10 of 2022, ST.GERRARD nonetheless chose, and continuously has chosen, not to submit any explanation, clarification, or documentary refutation upon receipt of the Notice and Order,in accordance to the Section 11,I-A of SEC

From the above, it is but rational for this Department to find a conclusion that ST. GERRARD has committed the subject violations.

avoided to directly confirm or deny MS. DISCAYA's beneficial ownership thereto, and even attempted to pass of as fact her admissions in the Senate hearing as merely an the hearing, in total disregard of her numerous direct admissions to ownership of the Additionally, it is being noted that in respondent's Motion for Reconsideration, it still "inadvertent admission"by quoting snippets of her testimony in the Senate hearing, which this department found in pages 45 and 51 of the transcript of stenographic notes (TSN) of corporation as may be found in pages 57, 60, 62, 226 of the same note, to wit:

TSN Page 57 XXX

that you own nine companies, namely: St. Gerrard, St. Timothy, Alpha and Omega, Elite General Contractor and Development Corporation, St. Matthew, Great Pacific Builders, YPR General Contractor, Amethyst Horizon Builders, and Way Maker OPC. Am I correct? SEN. ESTRADA. Madam Discaya, Sarah, it is common knowledge

MS.DISCAYA. Yes,po

nine construction companies? SEN. ESTRADA. Hanggang ngayon? Up to now you own these

MS. DISCAYA. Yes, po." XXX TSN Page 60

XXX

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rin kayo sa bidding, ilang beses kayong natatalo? na kumpanya, ilang beses kayong nanalo? At ilang beses--kung natatalo SEN. ESTRADA. Okay. Sa mga bidding na sinalihan mo, itong siyam

napapanalunan, very minimal lang po talaga, mga two percent. Pero ang dami naming projects po na sinasalihan na bidding." MS. DISCAYA. Actually, I don't have the actual figures. Pero sa

XXX TSN Page 62

SEN. ESTRADA. What about the other companies? What about the other eight remaining companies that you own?

called as Alpha and Omega." MS. DISCAYA. I don't have statistics for that because I was only

Kanina sabi mo ikaw ang may-ari ng siyam, why can't you answer in own these nine companies and you answered in the affirmative. xxx. behalf of the eight companies? SEN. ESTRADA. You admitted earlier when I asked you if you

today's hearing." MS. DISCAYA. Kasi po iyon lang iyong na-prepare po namin for

XXX TSN Page 226

construction company, mayroon bang pagkakataon na sila-sila naglalaban sa isang bidding, sa isang kontrata? SEN. ESTRADA. Mrs. Discaya, iyong siyam na pag-aari mo ng

MS. DISCAYA. Hindi po. SEN. ESTRADA. Sigurado ka? MS. DISCAYA. Iyon po ang pagkakaalam ko.

Timothy, St. Gerrard, si Alpha and Omega - sino pa? SEN. ESTRADA. Kapag makakuha ako ng records sa DPWH na si St

isang bidding. Pero iyong ibang licenses magkakasama sila minsan MS. DISCAYA. Si Alpha and St. Gerrard, hindi po sila nagsasali sa

XX TSN Page 227

XXX SEN. ESTRADA. Noong tinanong kita ulit, in-enenumerate ko lahat

Will bear me out. iyong siyam na korporasyon, inamin mo sa iyo lahat iyon, hindi ba? Records

MS. DISCAYA. Opo.

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korporasyon na iyon naglalaban-laban ba sa bidding iyan? SEN. ESTRADA. Ngayon, ang tinatanong ko sa iyo, iyon bang siyam na

MS. DISCAYA. Yes po.

question. THE CHAIRPERSON. Panglimang tanong na iyan eh. Sabi mo kanina last

SEN. ESTRADA. Hindi pa sumasagot. Ayaw sumagot. Sagutin mo. MS. DISCAYA. Yes po. Sumagot ako, opo.

korporasyon sa isang kontrata at kung sino ang manalo roon, kahit isa sa siyam na manalo, sa iyo pa rin iyon, ikaw pa rin ang panalo, correct? SEN. ESTRADA. So kapag naglalaban-laban iyong siyam na

MS. DISCAYA. Opo

sa isang kontrata at kung sino ang manalo roon, kahit is sa siyam na manalo, sa iyo pa rin iyon, ikaw pa rin ang panalo, correct? SEN. ESTRADA. So, kapag naglaban-laban iyong siyam na korporasyon

MS. DISCAYA. Opo. xxx" (emphasis ours) showing clear and willful admissions from MS. DISCAYA herself. With everything considered, together with ST. GERRARD's continued avoidance to clarify

DISCAYA without any supporting proof, when it could have easily done so and provided and/or contradict the findings and its self-serving act of claiming inadvertence of MS. proof thereto, fortifies this Department's conclusion that ST. GERRARD was in violation of the subject Memorandum Circular

I PENALTIES IMPOSED ARE PROPER

The Securities Regulation Code, together with the Corporation Code of the Philippines, as amended by the Revised Corporation Code of the Philippines, has vested SEC with the power to impose sanctions for the violation of laws,rules regulations and orders issued pursuant thereto, including the power to suspend or revoke certificate of registration of Corporations, and disqualification of its officers. SEC Memorandum Circular No. 10, series of 2022 states that:

beneficial ownership information, shall send Notice and Order to the "I-A. False Declaration. The Commission, upon its finding motu proprio or corporation stating that: upon referral by a competent authority that a corporation submitted false

1. The fact of false disclosure of beneficial ownership information; and

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2.Giving the corporation fifteen (15) calendar days to comply and submit complete and accurate beneficial ownership information and a written explanation for the false disclosure.

abovementioned, or after a finding by the Commission through its Resolution that the the corporation indeed submitted false Beneficial Ownership Information, the Corporation shall be penalized with a fine up to Two If after fifteen (15) days from receipt by the Corporation of the Notice & Order from the commission has lapsed without compliance with the Million Pesos (Php 2.000.000.00) and be subsequently dissolved II. Liability of Directors/Trustees and Officers of the Corporation. xxx

11 (1-A) of this Circular, the directors. trustees and officers, found responsible in the commission thereof or in the non-compliance of the related Notice and Order issued therefor shall, after due notice and hearing, each be penalized with a fine up to Two Hundred Thousand Pesos (P200,000.00) and shall be disqualified to be directors, trustees Provided, that if the violation pertains to false declaration under Section and officers of any corporation for a period of five (5) years. (Emphasis and underscoring ours.)

The Circular leaves no room for interpretation other than said penalties are consequences The above Circular clearly states that the corporation shall be penalized with a fine up to Two Million Pesos and shall subsequently be dissolved, with its directors, trustees and officers shall be disqualified for five (5) years for non-compliance to the Notice and Order. of non-compliance, and are explicitly to be imposed thereupon. With regard to the respondent's claim that the penalties should be reserved for egregious violations involving fraud or deliberate concealment and not on mere procedural lapses, this department would like to emphasize that the false declaration of beneficial ownership information is deemed by the Commission as a serious violation. This is out of SEC's Force Recommendation number 24 on Beneficial Ownership transparency of legal persons, of sanctions are considered as a key feature to prevent corporations, as among others, from being used for illicit purposes such as circumventing anti-money laundering and counter terrorist financing measures. In fact, the SEC, through Memorandum Circular No. 10, series of 2022, specifically promulgated the penalty for such declarations to underscore that false declarations are considered a serious violation by the Commission. commitment to adhere to international standards, particularly, the Financial Action Task wherein establishing clear liability and effective, proportionate, and dissuasive imposition

In view of the foregoing, penalties imposed in the Resolution are deemed proper and require no further reconsideration.

H WITH FAIR OPPORTUNITY TO CONTEST THE ALLEGATION ST. GERRARD WAS ACCORDED

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ST. GERRARD's claim that it has been deprived of its right to a fair opportunity to contest the allegation with evidence is without merit. The Supreme Court has consistently held that administrative due process is anchored on fairness and equity in procedure. It is satisfied if the party is properly notified of the charge against it and is given a fair and reasonable opportunity to explain or defend itself.

its violation of SEC Memorandum Circular No. 15, series of 2019, as amended by SEC Memorandum Circular No. 10, series of 2022 for false declaration of Beneficial Ownership was given 15 calendar days from receipt thereof to comply and/or submit a responsive At the case at hand, it is undisputed that the company was duly notified of the findings of Information and the assessed P2,000,000.00 penalty through the Notice and Order, and pleading thereto. Respondent has received the Notice and Order on 4 September 2025, but nonetheless failed to defend and/or explain itself in the given period. Clearly, a fair and reasonable opportunity to explain and/or defend itself was accorded. With the above considered, this Department finds no reason to reverse its Resolution. SO ORDERED

Makati, Philippines,- January 2026.

ATTY.FILBERT CATALINO F.FLORES III, MNSS, CESO IV Director M

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