SEC Adm. Case No. 12-09-187 Pueblo De Oro Golf and Country Club, Inc.

Securities and Exchange Commission SEC Bidg. EDSA, Greenhills, Mandaiuyong City Republic cr the Philippines

In the Matter of

Puebio De Oro Golf and Country Club, Inc. SEC En Banc Case No. 12-09-187 Re: Request for Waiver of Penaity

DECISION

Department (`CFD') of the Commission, for appellant's failure to file its Annual December 2009 by PUEBLO DE ORO GOLF AND COUNTRY CLUB, INC. C'apellant"7 for the condonation or waiver of the penalty in the amount of ONE HUNDRED SIXTY SIX THOUSAND PESOS (Php 166,000.00) assessed by the Corporation Finance Report for the fiscal year ended 31 December 2008, within the prescribed period For consideration of the Commission En Bancis the appeal filed on 17

FACTS OF THE CASE

registration number AS96000683. SEc Memorandum Circular No. 7, Series of 2008 (the "Circular") nandates that: Appellant is a stock: corporation registered on 23 January 1996, with XXX

'1. All corporations, xxx that file their Fs' at the Commission's head office shatt, depending on the last numerical digit of their SEC registration or license number, be governed by the following schedule in 2009:

April 20,21,22,23, 24 1 "2" 3

XXX

6. Reauests for extension of time to file the FS or notifications of

Rule 17.1 shall likewise not be accepted;" inability to file SEC Form 17-A2 under paragraph 1 (F) of SRC

1 Annual Financial Statements (introduced in par. 1 of the Circuiar). 2 Annual Report Pursuant to Section 17 of the Securities Regulation Code and Section 141 of the 3 Securities Regulation Code, R. A. No. 8799. (2000). Corporation Code.

Pueblo De Oro Golf and Country Club, Inc. Page 2 of 4 aootar

held liable for violation of Securities Regulation Code ("SRC')5 Rule 17.1.6 fiscal year ended 31 December 2008 within the period 20 to 24 April 2009. Due to its failure to file the 2008 AR within the prescribed period, CFD sent a letter 4 to the company directing it to submit the 2008 AR and to explain why it shouid not be Thus, appellant shouid have filed its 2008 Annual Report ('2008 AR') for the

2009 letter from CFD informing them of the delay. it was absent without leave (AWOL) starting 13 April 2009. The appellant was confident the 2008 AR was already filed until the company received the 19 August AR, incurring a delay of ONE HUNDRED THIRTY - TWO (132) days, together with a submission as early as 15 April 2009, but the Accounting Assistant tasked to submit letter expiaining the reason for the delay. Accordingly, the 2008 AR was ready for It was only on 3 September 2009 when the company submitted the 2008

filing of its 2008 AR, within five (5) days of receipt of its ietter dated 30 September 2009.7 In the same letter, CFD advised appellant "that this is already the company's penalty of ONE HUNDRED SIXTY-SIX THOUSAND PESOS (Php 166,000.00) for iate second (21) violation of the said requirement. "8 Finding no merit in appellant's explanation, CFD ordered appellant to pay the

penalty, which was denied in CFD's 23 November 2009 ietter. Appellant wrote CFD a letter dated 22 October 2009, requesting waiver of the

Hence, this appeal.

ISSUE

appellant's failure to comply with SEC Memorandum Circular No. 7, Series of 2008. Whether there is valid ground to reduce or waive the assessed penalty for

RULING

6 17.1.* Every issuer satisfying the requirements in Subsection 17.2 hereof shall file with the 5 Republic Act 8799 (2000) 4 Dated 19 August 2009 which appellant received on 1 September 2009. a b certified by an independent certified public accountant, and a management discussion and analysis other time as the Commission may prescribe, an annual report which shail include, among others, a balance sheet, profit and loss statement and statement of cash flows, for such last fiscal year, of results of operations; and Commission: Within one hundred thirty-five (135) days, after the end of the issuer's fiscal year, or such Such other periodical reports for interim fiscal periods and current reports on significant

7 Based on SEC Memorandum Circular No. 6, Series of 2005, computed as follows: P100,000+132 8 CFD Letter to Pueblo de Oro Golf & Country Club dated 30 September 2009, par. 3. days of delay (from April 24 to September 3, 2009)xP500.00] per letter dated 30 September 2009 information on the operation of the business and financial condition of the issuer. to Mr. Rodoifo L. Menes from Director Justina F. Callangan. developments of the issuer as the Commission may prescribe as necessary to keep current

Pueblo De Oro Golf and Country Club, Inc. Page 3 of 4

The petition is unmeritorious.

does not deserve the exorbitant penalty. December 2009, appellant enumerated the following reasons for its request for waiver of the penalty imposed upor: it by CFD : 1) The oversight of its Accounting Assistant who was absent without leave (AWOL) starting 13 April 2009; 2) It has not recovered from its accumulated excess of expenses over revenue (deficit) of Php 24.5 million as of 31 December 2008; 3) It has no intention to defeat the policy of fuli and fair disclosure as evidenced by the submission of its 2008 Audited Financia Statements duly stamped by the Commission's Human Resource and Administrative Department on 24 April 2009; 4) The error did not arise due to willful neglect, and In its letter-appeal to the Office of the General Counsel ('OGC'? filed on 17

submission of the 2008 AR could not exonerate the company from its liability. the report has actually been filed. Undoubtedly, there was a lapse on the part of the company for its faiture to verify if The CFD found that the circumstances surrounding the delay in the

AR constitutes a violation of the central provision of the SRC. To exonerate the law itself.9 In addition, this delay in filing said requirement is the company's second Violation of filing the same.to company for such delay would undermine the force and effectivity of the periods set by the Rules and defeat the policy of timely, full and fair disclosure enshrined in the The delay of ONE HUNDRED THIRTY - TWO (132) days in filing of the 2008

(Emphasis supplied) Monetary sanctions are imposed precisely to ensure strict and starting May 15 and shall be subject to the prescribed penalties which shalt be computed from the date of the last day of the filing schedule stated in paragraph 1. Moreover, paragraph 4 of the Circuiar is clear: "Late filings shall be accepted

companies under the SRC.11 vigilant compliance with the periodic reporting requirements mandated of covered

As to its financial position, the CFD found that appeliant has "cash on hand and in banks" in the amount of FOUR MILLION FIVE HUNDRED FOURTEEN THOUSAND THREE HUNDRED EIGHT PESOS (PHP 4,514,308) aS of 31 December 2009. Thus, it has sufficient cash balance to cover the assessed penalty of ONE HUNDRED SIXTY SIX THOUSAND PESOS (Php 166,000.00).

WHEREFORE, premises considered, the instant appeal is hereby DENIED for lack of merit.

11 CFD Reply-Memorandum dated 20 May 2010 p. 2. 9 CFD Letter to Pueblo De Oro Golf & Country Club dated 23 November 2009. 1 CFD Letter to Pueblo De Oro Golf & Country Club dated 30 September 2009.

Pueblo De Oro Golf and Country Club, Inc. Appellan Page 4 of 4

SO oRdEREd.

Mandaluyong City, 24 June 2010.

FE B. BArIN Chairperson

Ma. juanita eYcueto Commissioner RAUL J. PALABRICA Commissioner

Manuel HuBerto B. gaIte Commissioner ELAD) Commissioner M. JALA