SEC Adm. Case No. 01-08-92 Oda Wara Manufacturing Corporation

SEC Bidg. EDSA, Greenhills, Mandaluyong City SECURITIES AND EXCHANGE COMMISSION Republic of the Philippines

IN THE MATTER OF

OdA WARA MANUFACTURING CORPORATION For: Revocation of Corporate SEC Admin Case No. 01-08-92 CED Case No. 07-2863

A Registration

DECISION

Corporate Registration of Oda Wara Manufacturing Corporation COda Wara" for brevity) dated 08 January 2008, filed by the Compliance and Enforcement Departmenti ('CED" for brevity) on the ground of filing falsified and spurious For consideration of the Commission En Banc is the Petition for Revocation of

violation of Section 6(I)(1) of Presidential Decree No. 902-A, as amended. treasurer's affidavit and certificate of bank deposit for purposes of registration, in

FACTS OF THE CASE

Oda Wara is a corporation duly registered with the Commission on 31 May

corner Bel Air Streets, Fairiane Subdivision, Marikina City. 2005 under SEC Registration No. CS200509384 with principal office at 21 Kingsway

In a letter-compiaint dated 19 August 2005 addressed to Chairperson Fe Barin, three (3) of the incorporators of Oda Wara namely: Saburo Odawara, Ma. Agnes C. Aivarez and Rosela A. Lingatong (hereinafter referred to as "complainants", seek the revocation of the corporate registration of Oda Wara. In the letter-complaint, complainants aver that they entrusted the registration of said corporation to Manuel A. Cc and Perfecto A. Nafuran, the other two (2) incorporators. In the process, they were made to sign in biank the SEC form of Articles of Incorporation and By-laws of Oda Wara. In addition, they gave twenty five thousand pesos (P25,000.00) to be deposited by Co in trust for their corporation as paid-up r:apitai with the Bank of Commerce, Bayan-Bayanan, Concepcion, Marikina City.

Upon getting hold of the registration papers, complainants noticed that the Treasurer's Affidavit signed by Co reflected that Oda Wara has a paid-up capital of one million pesos (P1,000,000.00). Furthermore, the Certificate of Bank Deposit issued by a certain Aurora del Rosario purportedly of Bank of Commerce, West Triangle Branch stated that the amount of one million two hundred eighty thousand

1 Now known as the Enforcement and Prosecution Department.

SEC Admin. Case No. 01-08-92 In the Matter of Oda Wara Manufacuring Corporation Compliance and Enforcement Department, Petitioner Page 2 of 4

pesos (P1,280,000,00) was deposited in the said bank in trust for Oda Wara. Bank of Commerce West Triangle Branch does not exist, the respective addresses of Co and Nafuran as indicated in the Articles of Incorporation Oda Wara are fictitious, and that the signatures of Daiki Odawara and Ma. Agnes Aivarez on the registration documents, were forged. Complainants subsequently found out, however, that Oda Wara's bank account with

for the revocation of corporate registration of the said corporation. On 10 January 2008, the CED, on the basis of its own findings, filed a petition

of the said Order and Summons in the Commission's website (www.sec.gov.ph) for thirty (30) days. publication of the said Order together with the Summons once in a newspaper of general circuiation. In addition, the CED was likewise directed to cause the posting On 07 April 2010, an Order was issued directing the CED to cause the

following documents: On 08 June 2010, the CED filed a Compliance stating the submission of the

1. A copy of the Affidavit of Publication dated 26 May 2010 affirming that the 07 April 2010 and 95 February 2010 Orders Business Mirror on 30 April 2010;2 of the Office of the General Counsel were published in the

2.. The Certification dated 04 June 2010 from the Director of the

Economic Research and Information Department stating that the mentioned Orders were posted in the Commission's website;3

3 The Certification dated 17 May 2010 from the Director of Commission's bulletin board at the ground lobby for fifteen (15) days.4 Department stating that the said Orders were posted in the Human Resource and Administrative

ISSUE

The soie issue to be resolved in this case is whether or not there is a sufficient ground to revoke Oda Wara's certificate of registration.

We 'rule in the affirmative.

Upon the Order of the Commission for Oda Wara to file its Answer to the Petition, respondent corporation has yet to file the same. Thus, pursuant to Section

2 CED's Compliance, Annex C. 3 id., Annex D. 4 Id., Anniex E.

In the Matter of Oda Wara Manufacuring Corporation Compliance and Enforcement Department, Petitioner SEC Admin. Case No. 01-08-92 Page 3 of 4

3-125 of the 2006 Rules of considered as in default. Procedure of the Commission, Oda Wara shall be

We now resolve the case on its merits.

the power of the Commission to revoke a corporation's certificate of registration, to Wit: Section 6(1)(1) of Presidential Decree No. 902-A, as amended, provides for

"Sec. 6. In order to effectively exercise such jurisdiction, the Commission shali possess the following powers:

X X X

or associations, upon any of the grounds provided by law, (l) To suspend, or revoke, after proper notice and hearing, the franchise or certificate of registration of corporations, partnerships including the following:

1. Fraud in procuring its certificate of registration;

X X x

million pesos (P10,000,000.00), five million pesos (P5,000,000.00) of which was subscribed, and out of the amount subscribed, the amount of one million two hundred eighty thousand pesos (P1,280,000.00) was paid. From the recordst, it appears that Oda Wara has an authorized capital of ten

As part of the reguirements for its incorporation, Oda Wara submitted a

of Bank of Commerce-West Triangle Branch. Likewise, the Treasurer's affidavit Certificate of Bank Deposit and Treasurer's Affidavit. However, upon investigation by spurious, bearing the forged signature of Aurora R. dei Rosario, business manager the CED, it was found out that the Certificate of Bank Deposit was fabricated and prepared by Manuel A. Co, reflectinc 2A amount of one million pesos (P1,000,000.00) representing Oda Wara's paid-up capital was deposited in the said bank under his name as tre poration. was also found to be untrue. In fact, in a sworn affidavii, uror R. del Rosario vehemently denied issuing the questioned bank certificate and that no account has ever been opened in the

Wara. More sc, she vigorously denied having signed the said bank certificate and Bank of Commerce-West Triangie Branch under the name of Manuel A. Co for Oda

maintained that the signature appearing thereon was not her own.

5 SEc. 3-12. Effect of Failure to Answer. If the respondent fails to answer the complaint within the abovestated period, he shall be considered as in default. The Hearing Panel or Officer shall, motu proprio,

the Hearing Panel or Officer determines that the compiainant should be required to submit ex parte 6 Articles of Incorporation of Oda Wara. additional evidence proceed to render judgment granting the complainant such relief as the complaint may warrant, unless

In the Matter of Oda Wara Manufacuring Corporation Page 4 of 4 Compliance and Enforcement Department, Petitioner SEC Admin. Case No. 01-08-92

"registration were spurious and untrue, respectively, there was, indeed, a ciear Deposit and the Treasurer's Affidavit filed by respondent for' its application for violation of Section 6(I)(1) of P.D. 902-A, as amended. Thus, the revocation of the certificate of registration of Oda Wara is warranted. From the foregoing, and after having established that the Certificate of Bank

Wara Manufacturing CS200509384) is hereby REVOKED. WHEREFORE, premises considered, the Petition is hereby GRANTED. Oda Corporation's Certificate of Incorporation (Reg. No.

Information Department and the Commission's extension.offices for dissemination to the general public. Department for its appropriate action, as well as to the Economic Research and Let a copy of this Decision be furnished to the Company Monitoring

SO ORDERED.

Mandaluyong City, 08 July 2010.

: B. BARIn Chairpersor

Ma. Ju'anita E. Cueto Commissioner RAUL J. PALABRICA Commissioner

X

Manuei Commissioner TO B. GAITE Eladio m. Jala Commissioner