TEAM SUAL CORPORATION (formerly: Mirant Sual Corporation) v. COMMISSIONER OF INTERNAL REVENUE (Consolidated with EB 651)

REPUBliC OF THE PHiliPPINES caun al Tax Appeals QUEZONCin ENBANC TEAM SUAL CORPORATION CTA EB No. 649 (formerly: Mirant Sual Corporation), (CTA Case Nos. 6630 & 6733) Petitioner, - versus - COMMISSIONER OF INTERNAL CTA EB No. 651 REVENUE , (CTA Case Nos. 6630 & 6733) Respondent. Present: X------------------------------------------------------------X ACOSTA, P.J. COMMISSIONER OF INTERNAL CASTANEDA, JR., REVENUE, BAUTISTA, Petitioner, UY, CASANOVA, - versus- PALANCA-ENRIQUEZ, FASON-VICTORINO, TEAM SUAL CORPORATION MINDARO-GRULLA, and (formerly Mirant Sual Corporation), COTANGCO-MANALASTAS , JJ. Respondent. Promulgated: 1/rJJ-p~ -1/~s 4, )'h. . SEP 1 5 2011 X-------------------------------------------------------------------------------------------------------------------------------X DECISION UY, d_.: Before Us are consolidated Petitions for Review filed by Team Sual t Corporation against Commissioner of Internal Revenue in CTA EB No. 649 on June 29 , 2010, and by Commissioner of Internal Revenue against Team Sual

DEC ISION CTA EB Nos. 649 and 65 1 Page 2 of28 Corporation in CTA EB No. 651 on July 1, 2010 respectively seeking the following legal remedies : 1) In CTA EB No. 649, Team Sual Corporation ("Team Sual", for brevity) prays that the Court En Bane grant the refund or issuance of tax credit certificate in its favor for its input value-added tax (VAT) on local purchases of goods and services and on importations for the year 2001 in the amount of ~ 12,761 ,224 .50 , in addition to the ~ 144,564 ,112.19 granted by the Special First Division of this Court in CTA Case Nos. 6630 and 6733 entitled "Team Sua/ Corporation (formerly: Mirant Sua/ Corporation), Petitioner, versus, Commissioner of Internal Revenue, Respondent" in its Amended Decision promulgated on June 7, 2010 . 2) In CTA EB No. 651 , the Commissioner of Internal Revenue ("Commissioner", for brevity) prays that the Decision dated June 9, 2009 rendered in the same case , and the said Amended Decision , be reversed and set aside , and another one be rendered denying the entire claim for refund . THE FACTS Team Sual is a corporation duly organized and existing under and by virtue of Philippine laws, with principal office at Barangay Pangascasan , Sual , Pangasinan . It is registered as a VAT taxpayer in accordance with Section 107 of the Tax Code [now Section 236 of the National Internal Revenue Code (NIRC) of 1997], with Bureau of Internal Revenue (BIR) Certificate of Registration bearing ROO Control No. 05-0181 and Taxpayer's Identification No. (TIN) 003- JrJ 841 -103. ~

DEC IS ION CTA EB Nos. 649 and 65 1 Page 3 of28 Team Sual is principally engaged in the business of power generation and subsequent sale thereof to the National Power Corporation (NPC) under a Build , Operate , and Transfer (BOT) Scheme. It was originally registered with the Secu rities and Exchange Commission under the name "Pangasinan Electric Corporation". Over the years , Team Sual changed its name to "Southern Energy Pangasinan , Inc." on August 17, 1999; "Mirant Sual Corporation" on June 28 , 2001 ; and Team Sual on July 23 , 2007 . The Commissioner is duly appointed and empowered to perform the duties of his office, including among others , the duty to act on and approve claims for refund or tax credit as provided by law. He holds office at the BIR National Office Building , Diliman , Quezon City. On December 6, 2000 , Team Sual filed with the BIR Revenue District Office No. 5-Aiaminos, Pangasinan an Application for VAT Zero-Rate for the supply of electricity to NPC . The same was subsequently approved . Team Sual filed its Quarterly VAT Returns for taxable year 2001 with the BIRon the following dates: Period covered Date of filing 151 Quarter-2001 April 18, 2001 2na Quarter-2001 July 24 , 2001 3ra Quarter-2001 October 24 , 2001 4m Quarter-2001 January 24 , 2002 In the said Returns , Team Sual declared zero-rated sales amounting to 12 13,970 ,077 ,071 .38 , taxable sales amounting to 12 98 ,819 ,987 .19, output VAT of 12 9,881 ,998.46 , and excess input VAT of 12 166,720 ,367.79 ; detailed follows :

DEC ISION CTA EB Nos. 649 and 65 1 Page 4 of28 Input VAT Zero-rated On Domestic Excess Input Sales/Receipts VAT 2001 Iii 3,497,849,694.35 Taxable Sales Output VAT Purchases On Importation 15 Qtr Iii 484,811 .00 Iii 48,481 .10 Iii 37,985 ,009.25 2"0 Qtr 3,483 ,578 ,645 .29 Iii 25 ,719,981 .35 Iii 12,313,509.00 29,298 ,556.12 3,606,942 ,848.42 8 ,613,210.01 861 ,321 .00 32 ,869 ,835.40 3"' Qtr 3,381 ,705,883.32 31 '172,787.48 3,117,278.49 21,408 ,178.12 8,751 ,699.00 66,566 ,967 .02 4'" Qtr li 13,970,077,071 .38 58 ,549,178.70 5,854,917 .87 li 98,819 ,987.19 li 9,881 ,998.46 22 ,089,436.74 13,897,677.15 li 166,720,367.79 63,103,992 .89 9 ,3 17 ,892 .00 li 132,321 ,589.10 li 44,280,777.15 Pursuant to the procedure prescribed in Revenue Regulations No. 7-95 , as amended , Team Sual filed an administrative claim for refund of the unutilized input VAT with the BIR on March 20 , 2003 in the total amount of ~ 166,720 ,367 .79 for the four quarters of taxable year 2001 . Due to the Commissioner's inaction and upon the notion that in order to suspend the running of the two-year prescriptive period within which to file a judicial claim for refund/issuance of a tax credit certificate , Team Sual filed with the First Division of this Court a Petition for Review on March 31 , 2003 , docketed as CTA Case No. 6630 , praying for the refund or issuance of tax credit certificate for its alleged unutilized input VAT for the first quarter of taxable year 2001 in the amount of~ 37 ,985 ,009.25. On July 23 , 2003 , Team Sual filed another Petition for Review docketed as CTA Case No. 6733, seeking the refund or issuance of tax credit certificate for its alleged unutilized input VAT for the second , third , and fourth quarters of taxable year 2001 in the amount of ~ 128,735 ,358.54 . At the instance of Team Sual , the said cases were consolidated on August 7, 2003 . The Commissioner respectively interposed certain Special and Affirmative Defenses in his Answers to the said Petitions for Review. Trial proceeded . t Team Sual formally offered its evidence on December 18, 2006, submitting Exhibits "A" to "GGGGG", inclusive of submarkings; while the

DEC I S IO N CTA EB Nos. 649 and 65 1 Page 5 of28 Commissioner submitted the case for decision without making a formal of evidence. On June 9, 2006 , the First Division of this Court rendered a Decision , the dispositive portion of which reads : "WHEREFORE, the instant Petition for Review is hereby PARTIALLY GRANTED. ACCORDINGLY, respondent Commissioner of Internal Revenue is hereby ORDERED to REFUND or to ISSUE A TAX CREDIT CERTIFICATE in the amount of ONE HUNDRED SEVENTEEN MILLION THREE HUNDRED THIRTY THOUSAND FIVE HUNDRED FIFTY PESOS AND 62/100 (P117,330,550.62) to petitioner Mirant Sual Corporation , representing unutilized input VAT from its domestic purchases of goods and services and importation of goods attributable to its effectively zero-rated sales to the National Power Corporation for the first, third , and fourth quarters of taxable year 2001 . SO ORDERED ." In the said Decision , the First Division of this Court ruled that Team Sual's claim for the second quarter of taxable year 2001 did not fall within the two-year prescriptive period . Thus, such claim was denied outright. Subsequently, the Commissioner filed a Motion for Partial Reconsideration on July 3, 2009 , praying that said Decision be reversed and set aside and another one be rendered denying the entire claim for refund . The Commissioner argued that Team Sual has not sufficiently proven its entitlement to a refund ; that the First Division of this Court had no jurisdiction to act on the Petition for Review; and that the denial by inaction was proper in all respects . On July 7, 2009, Team Sual filed its own Motion for Partial Reconsideration , praying that the same Decision be reconsidered by granting the refund or issuance of tax credit certificate , in addition to the amount already granted , of the disallowed (i) input VAT for the second quarter of taxable year 2001 amounting to I" 29 ,298,556.12, (ii) input VAT on local purchases of goods ~

DECISIO N CTA EB Nos. 649 and 65 1 Page 6 of28 and services in the amount of Iii 6,282 ,199.10 and Iii 1,354 ,580.25 , respectively, and input VAT on importations amounting to Iii 6,393 ,027 .00 (or a portion thereof) . On July 20 , 2009 , Team Sual filed its Comment/Opposition to the Commissioner's Motion for Partial Reconsideration , arguing that it had complied with the requirements of Section 112(D) of the NIRC of 1997, in the filing of its administrative and judicial claims for refund within the period provided under the law; and that it was able to prove that it is entitled to the claim for refund or issuance of a tax credit certificate. Thereafter, Team Sual filed a Supplemental Motion for Partial Reconsideration on July 31 , 2009 , contending that the First Division of this Court erred in disallowing its input taxes of Iii 12,761,224 .50 on local purchases of goods and services , and on importations on the ground that the supporting documents are issued under its former name, because the change of name of Team Sual does not affect its identity nor its property, rights , or liabilities. Team Sual then prayed for the reconsideration of the said Decision , by granting the refund or issuance of tax credit certificate, in addition to the amount originally granted , of the disallowed (i) input VAT for the second quarter of taxable year 2001 amounting to Iii 29 ,298 ,556 .12 and (ii) input VAT on local purchases of goods and services , and on importations in the amount of Iii 12,761 ,224 .50 . In resolving the said Motions, the Special First Division of this Court promulgated an Amended Decision on June 7, 2010 , the dispositive portion of which states: "WHEREFORE , respondent's Motion for Partial Reconsideration filed 1 on July 3, 2009 and petitioner's Supplemental Motion for Partial

DEC ISION CTA EB Nos. 649 and 65 1 Page 7 of28 Reconsideration filed on July 31 , 2009 are hereby DENIED for lack of merit. Petitioner's Motion for Partial Reconsideration filed on July 7, 2009 is hereby PARTIALLY GRANTED and this Court's Decision dated June 9, 2009 denying petitioner's claim for refund of unutilized input VAT for the second quarter of 2001 is hereby MODIFIED. Accordingly, respondent Commissioner of Internal Revenue is hereby ORDERED to REFUND or to ISSUE A TAX CREDIT CERTIFICATE in the amount of ONE HUNDRED FORTY FOUR MILLION FIVE HUNDRED SIXTY FOUR THOUSAND ONE HUNDRED TWELVE PESOS AND 19/100 (P144,564,112.19) to petitioner Team Sual Corporation (formerly: Mirant Sual Corporation) , representing unutilized input VAT from its domestic purchases of goods and services and importation of goods attributable to its effectively zero- rated sales to the National Power Corporation for the first, second , third , and fourth quarters of taxable year 2001 . SO ORDERED. " Dissatisfied , Team Sual filed the present Petition for Review docketed as CTA EB No. 649 before the Court En Bane, praying that the refund or issuance of tax credit certificate to Team Sual for input VAT on local purchases of goods and services and on importations in the amount of 12 12,761 ,224.50 , in addition to the 12 144,564 ,112.19 granted by the Special First Division of this Court. Team Sual's core thesis is that the said Division erred in disallowing its input taxes in the total amount of 12 12,761 ,224.50 on local purchases of goods and services and on importations because the supporting documents are issued under Team Sual's former name. According to Team Sual , the rule is that a change of name of a corporation does not affect its identity nor its property, rights , or liabilities. For her part, the Commissioner likewise filed a Petition for Review docketed as CTA EB No. 651 , praying that the Decision dated June 9, 2009 and the Amended Decision dated June 7, 2010 , respectively rendered by the First Division and Special First Division , both of this Court, be reversed and set aside and another one be rendered denying the entire claim for refund. Thetfb

DEC ISIO N CTA EB Nos. 649 and 651 Page 8 of28 Commissioner reiterated the arguments she raised in her Motion for Partial Reconsideration of the said Decision . Considering that both cases are appeals from the same Amended Decision , CTA EB No. 651 was consolidated with CTA EB No. 649 .1 In the Resolution dated July 15, 2010 ,2 both parties , as respondents to the respective cases , were ordered by the Court En Bane to file their respective comment to the Petition for Review filed against them , with the right to file a reply thereto after receipt thereof. On July 28 , 2010 , the Commissioner filed her Commene to Team Sual's Petition for Review in CTA EB No. 649 , arguing that the issues raised by Team Sual had already been conclusively passed upon and considered by the Former First Division of this Court in its Decision dated June 9, 2009 . Hence, the Commissioner prays that said Petition be dismissed for lack of merit. Team Sual filed its Comment4 to the Commissioner's Petition for Review in CTA EB No. 651 , contending that the Former First Division of this Court has jurisdiction to hear and decide the Team Sual's claim for refund of its unutilized input VAT since it has complied with the period required by law in filing the claim for refund of its unutilized input VAT for the four (4) quarters of taxable year 2001 ; and that Team SuaI was able to prove that it is entitled to the claim for refund or issuance of a tax credit certificate . 1 CTA En Bane Reso lution dated July 5, 20 10, Docket (CTA EB No . 649), pp. 84 to 85. ~ 2 Docket (CTA EB No . 649), pp. 88 to 90. 3 Docket (CTA EB No. 649), pp. 9 1 to 95 . 4 Docket (CTA EB No . 649), pp. 97 to 11 9.

DECI SION CTA EB Nos. 649 and 65 1 Page 9 of28 Team Sual filed its Repll to the Commissioner's Comment/Opposition to its Petition for Review on August 9, 2010. The Commissioner, however, never filed her Reply to Team Sual's Comment to her Petition for Review. On September 15, 2010 , the Court En Bane deemed the instant consolidated cases submitted for decision .6 Hence, this Decision . THE ISSUE RAISED AND THE ASSIGNED ERROR In its Petition for Review (CTA EB No. 649) , Team Sual raises the following issue: "WHETHER OR NOT THE HONORABLE COURT'S SPECIAL FIRST DIVISION ERRED IN DISALLOWING PETITIONER'S INPUT TAXES OF JW 12,761 ,224.50 ON LOCAL PURCHASES OF GOODS AND SERVICES AND ON IMPORTATIONS ON THE GROUND THAT THE SUPPORTING DOCUMENTS ARE ISSUED UNDER PETITIONER'S FORMER NAME CONSIDERING THAT THE CHANGE OF NAME OF PETITIONER DOES NOT AFFECT ITS IDENTITY NOR ITS PROPERTY, RIGHTS , OR LIABILITIES." On the other hand , in her Petition for Review (CTA EB No. 651) , the Commissioner assigns the following error: "THE FORMER FIRST DIVISION ERRED IN GRANTING PETITIONER'S CLAIM FOR REFUND IN THE REDUCED AMOUNT OF P144 ,564 ,112.19 ALLEGEDLY REPRESENTING UNUTILIZED INPUT VAT FROM ITS DOMESTIC PURCHASES OF GOODS AND SERVICES AND IMPORTATION OF GOODS ATTRIBUTABLE TO ITS EFFECTIVELY ZERO-RATED SALES TO THE NATIONAL POWER CORPORATION FOR THE FIRST, THIRD AND FOURTH QUARTERS OF TAXABLE YEAR 2001 I BECAUSE THE HONORABLE COURT HAD NO JURISDICTION TO ACT ON THE PETITION FOR REVIEW. ASSUMING THAT THE FORMER FIRST DIVISION HAD JURISDICTION , PETITIONER AVERS THAT HIS DENIAL BY INACTION WAS PROPER AND THAT RESPONDENT HAS NOT SUFFICIENTLY PROVEN ITS ENTITLEMENT TO A REFUND ." 5 Docket (CTA EB No. 649), pp. 120 to 128. r 6 Reso lution dated September 15, 20 I0, Docket (CTA EB No. 649), pp. 133 to 134.

DEC ISION CTA EB Nos. 649 and 651 For an orderly disposition of the case , We shall first tackle the error assigned by the Commissioner, since it involves the question of jurisdiction. Needless to state, to inquire into the existence of jurisdiction over the subject matter is the primary concern of a court, for thereon would depend the validity of its entire proceedings .7 THE COURT EN BANC'S RULING On the question ofjurisdiction. The rule is that in order to ascertain whether a court has jurisdiction or not, the provisions of the law should be inquired into.8 Section 7 of Republic Act No. (RA) 11259, as amended by RA 928210, enumerates over which cases this Court has appellate jurisdiction . In part, it provides: "SEC . 7. Jurisdiction.- The CTA shall exercise: "(a) Exclusive appellate jurisdiction to review by appeal , as herein provided: XXX XXX XXX "(2) Inaction by the Commissioner of Internal Revenue in cases involving disputed assessments , refunds of internal revenue taxes , fees or other charges, penalties in relation thereto, or other matters arising under the National Internal Revenue Code or other laws administered by the Bureau of Internal Revenue , where the National Internal Revenue Code provides a specific period for action, in which case the inaction shall be deemed a denial ; (Emphases and underscoring supplied) XXX XXX XXX . 7 Commissioner of Internal Revenue vs. Villa, eta!., G.R. No. L-23988 , 2 January 1968. 8 Soller, et a!. vs. Sandiganbayan, et a!., G.R. Nos. 144261-62, 9 May 200 I. 9 AN ACT CREATING THE COURT OF TAX APPEALS. 10 AN ACT EXPANDING THE JURISD ICTION OF THE COURT OF TAX APPEALS (CTA), ELEVATING ITS RANK TO THE LEVEL OF A COLLEGIATE COURT WITH SPECIAL JURISDICTION AND ENLARGING ITS MEMBERSHIP, AMENDING FOR THE PURPOSE J\ CERTAIN SECTIONS OF REPUBLIC ACT NO. 11 25, AS AMENDED, OTHERWISE KNOWN AS _ THE LAW CREATING THE COURT OF TAX APPEALS , AND FOR OTH ER PURPOSES. 10

DECISIO N CTA EB Nos. 649 and 65 1 Page I I of28 Furthermore , Section 11 prescribes how the said appeal should be taken , viz : "SEC . 11 . Who May Appeal; Mode of Appeal; Effect of Appeal.- Any party adversely affected by a decision , ruling or inaction of the Commissioner of Internal Revenue , the Commissioner of Customs , the Secretary of Finance, the Secretary of Trade and Industry or the Secretary of Agriculture or the Central Board of Assessment Appeals or the Regional Trial Courts may file an appeal with the CTA within thirty (30) days after the receipt of such decision or ruling or after the expiration of the period fixed by law for action as referred to in Section 7(a)(2) herein . "Appeal should be made by filing a petition for review under a procedure analogous to that provided for under Rule 42 of the 1997 Rules of Civil Procedure with the CTA within thirty (30) days from the receipt of the decision or ruling or in the case of inaction as herein provided, from the expiration of the period fixed by law to act thereon . xxx (Emphases supplied) "xxx XXX xxx ." One of the "inaction(s) by the Commissioner of Internal Revenue" being contemplated in the above-quoted provisions is that found in Section 112 of the NIRC of 1997-the provision to which Team Sual anchors its claim for refund or issuance of a tax credit certificate-wherein it "provides a specific period of action", i.e., a period of 120 days from the date of submission of complete documents for the Commissioner of Internal Revenue, to grant, in proper cases, a refund or to issue a tax credit certificate for creditable input taxes due or paid attributable to zero-rated or effectively zero-rated sales , to wit: "SEC. 112. Refund or Tax Credits of Input Tax.- "(A) Zero-rated or Effectively Zero-rated Sales.- Any VAT-registered person , whose sales are zero-rated or effectively zero-rated may, within two (2) years after the close of the taxable quarter when the sales were made , apply for the issuance of a tax credit certificate or refund of creditable input tax due or paid attributable to such sales, except transitional input tax, to the extent that such input tax has not been applied against output tax: xxx XXX XXX XXX

DEC IS IO N CTA EB Nos. 649 and 651 Page 12 of28 "(D) Period within which Refund or Tax Credit of Input Taxes shall be Made.- In proper cases , the Commissioner shall grant a refund or issue the tax credit certificate for creditable input taxes within one hundred twenty (120) days from the date of submission of complete documents in support of the application filed in accordance with Subsections (A) and (B) hereof. "In case of full or partial denial of the claim for tax refund or tax credit, or the failure on the part of the Commissioner to act on the application within the period prescribed above , the taxpayer affected may, within thirty (30) days from the receipt of the decision denying the claim or after the expiration of the one hundred twenty-day period, appeal the decision or the unacted claim with the Court of Tax Appeals ." (Emphases supplied) Based on the foregoing , before going to this Court, the concerned VAT- registered person must file an administrative claim for the refund or issuance of tax credit of its/his input VAT attributable to zero-rated or effectively zero-rated sales , within two years reckoned from the close of the taxable quarter when the said sales were made. For this Court to have appellate jurisdiction over the case, the VAT- registered person , who timely filed the said administrative claim , must await the decision or ruling of denial of such claim , whether full or partial , or the expiration of the 120-day period from the submission of complete documents in support of such claim , and then file before this Court a petition for review within 30 days from receipt of the said decision or ruling , or from the expiration of the said 120- day period , as the case may be . As for the latter case , the expiration of such period is necessary since it is only at that time that "the inaction shall (already) be deemed a denial". 11 11 Section 7(a)(2), RA 1125, as amended by RA 9282 .

DEC IS IO N CTA EB Nos. 649 and 65 1 Page 13 of28 In the landmark case of Commissioner of Internal Revenue vs. Aichi Forging Company of Asia, lnc. 12 , the Supreme Court interpreted the provisions of Section 112(0) in this wise, and We quote: "In this case , the administrative and the judicial claims were simultaneously filed on September 30 , 2004 . Obviously, respondent13 did not wait for the decision of the CIR or the lapse of the 120-day period. For this reason, we find the filing of the judicial claim with the CTA premature. Respondent's assertion that the non-observance of the 120-day period is not fatal to the filing of a judicial claim as long as both the administrative and the judicial claims are filed within the two-year prescriptive period has no legal basis. There is nothing in Section 112 of the NIRC to support respondent's view. Subsection (A) of the said provision states that 'any VAT-registered person , whose sales are zero-rated or effectively zero-rated may, within two years after the close of the taxable quarter when the sales were made , apply for the issuance of a tax credit certificate or refund of creditable input tax due or paid attributable to such sales .' The phrase 'within two (2) years xxx apply for the issuance of a tax cred it certificate or refund ' refers to applications for refund/credit filed with the CIR and not to appeals made to the CTA. This is apparent in the first paragraph of subsection (D) of the same provision , which states that the CIR has '120 days from the submission of complete documents in support of the application filed in accordance with Subsections (A) and (B)' within which to decide on the claim. In fact, applying the two-year period to judicial claims would render nugatory Section 112(0) of the NIRC, which already provides for a specific period within which a taxpayer should appeal the decision or inaction of the CIR. The second paragraph of Section 112(0) of the NIRC envisions two scenarios : (1) when a decision is issued by the Cl R before the lapse of the 120-day period ; and (2) when no decision is made after the 120-day period. In both instances, the taxpayer has 30 days within which to file an appeal with the CTA. As we see it then, the 120-day period is crucial in filing an appeal with the CTA. XXX XXX XXX 12 G.R. No. 184823 , October 6, 20 10. 13 The refu nd claimant.

DEC ISIO N CTA EB Nos. 649 and 65 1 Page 14 of28 In fine, the premature filing of respondent's claim for refund/credit of input VAT before the CTA warrants a dismissal inasmuch as no jurisdiction was acquired by the CTA." (Emphasis and underscoring supplied) In this case, it is without doubt that Team Sual timely filed with the BIR on March 20 , 2003 , an administrative claim for the refund of its unutilized input VAT in the total amount of ~ 166,720 ,367 .79 for the four quarters of taxable year 2001 , since it was made within the two-year period prescribed under Section 112(A) of the NIRC of 1997. However, the Petition for Review in CTA Case No. 6630 involving the unutilized input VAT for the first quarter of taxable year 2001 was prematurely filed on March 31 , 2003 , since it was done before the lapse of, or within , the 120- day period prescribed under the above-quoted Section 112(0). To bolster this point, a summary of the pertinent dates involved in this case is presented as follows : Filing date of the Last day of the 120- 30-day period Filing date of administrative day period under within which to the petition for file a petition for review in CTA claim for the four Section 112(D) from Case No. 6630 quarters of 2001 the filing of the review under March 31 , 2003 March 20 , 2003 Section 112(D) administrative claim July 19, 2003 to July 18, 2003 August 17, 2003 Although it would seem , from the wordings employed by the above-quoted Section 112, that the date of filing of the administrative claim is separate and distinct, albeit subsequent, from the date of submission of the complete documents in support thereof, it is apparent that Team Sual , upon filing the said administrative claims, simultaneously submitted the complete documents in

DEC ISI O N CTA EB Nos. 649 and 65 1 Page 15 of28 support thereof. This is manifest in Team Sual's letter dated March 17, 2003 ,14 wherein it was stated , viz : "In support of this application , we enclose a copy of the following documents: 1. VAT Registration Certificate; 2. Quarterly VAT Returns for the first, second , third and fourth quarters of 2001 ; 3. Summary of Input Tax Payments for the first, second, third and fourth quarters of 2000 showing the details of our client's purchases of goods and services as well as the corresponding input tax paid ; and 4. Approved Application for Zero Rate for the year 2001 ." Such being the case, We conclude that the 120-day period under Section 112(0) of the NIRC of 1997 commenced simultaneously with the filing of Team Sual's administrative claim. Ergo , when Team Sual filed its appeal , as regards the inaction of the Commissioner on its claim for refund the unutilized input VAT for the first quarter of taxable year 2001 , via the Petition for Review in CTA Case No. 6630 on March 31 , 2003 , the Court in Division has not acquired any appellate jurisdiction to entertain the same . Hence, said case should have been dismissed outright. As aptly held in Yao vs. Court of Appeals, et a/. 15: "The right to appeal is not a constitutional , natural or inherent right. It is a statutory privilege of statutory origin and , therefore, available only if granted or provided by statute . Since the right to appeal is not a natural right nor a part of due process , it may be exercised only in the manner and in accordance with the provisions of law. Corollarily, its requirements must be strictly complied with. "That an appeal must be perfected in the manner and within the period fixed by law is not only mandatory but jurisdictional. Non- compliance with such legal requirements is fatal , for it renders the decision sought to be appealed final and executory, with the end result that no court ~ 14 Exhibit "E". 15 G.R. No . 132428, October 24, 2000.

DEC IS IO N CTA EB Nos. 649 and 65 1 Page 16 of28 can exercise appellate jurisdiction to review the decision. " (Emphases supplied) It must be emphasized that jurisdiction over the subject matter or nature of an action is fundamental for a court to act on a given controversy,16 and is conferred only by law and not by the consent or waiver upon a court which , otherwise, would have no jurisdiction over the subject matter or nature of an action . Lack of jurisdiction of the court over an action or the subject matter of an action cannot be cured by the silence , acquiescence , or even by express consent of the parties.17 If the court has no jurisdiction over the nature of an action , its only jurisdiction is to dismiss the case. The court could not decide the case on the merits .18 It should be recalled that this Court is a court of special jurisdiction . As such , it can only take cognizance of such matters as are clearly within its jurisdiction .19 Thus, when it appears from the pleadings or the evidence on record that the court has no jurisdiction over the subject matter, the court shall dismiss the claim. 20 In fine , Team Sual's claim for tax refund of its unutilized input VAT for the first quarter of taxable year 2001 should be denied for having been filed in violation of Section 112(0) of the NIRC of 1997. Refund claims for the second, third, and fourth quarters of taxable year 2001. 16 Comm issioner of i nternal Revenue vs. Villa, eta/., G.R. No. L-23988 , 2 January 1968. 17 Laresma vs. Abel/ana, G.R. No . 140973 , November II , 2004 . 18 Please refer to De Guzman, eta!. vs. Escalona, eta!. , G.R. No. L-5 1773 , May 16, 1980. ~ 19 Ker & Company, Ltd. vs. Court of Tax Appeals, eta!., G.R. No . L-1 2396, January 31 , 1962. 20 Section I, Rul e 9, Rul es of Court.

DEC ISION CTA EB Nos. 649 and 65 1 Page 17 of28 Anent the refund claims of Team Sual for the second , third and fourth quarters of 2001 , the same have been timely filed, both at the administrative and judicial levels. Since the Commissioner prays for the denial of the entire claim of Team Sual , We shall determine whether the latter is entitled to the refund of the amount of input VAT pertaining to the said quarters. In its VAT Returns for the second , third and fourth quarters of taxable year 2001 , Team Sual reported excess input VAT amounting to~ 128,735 ,358 .54 , as follows : Exhibit Year 2001 Output Tax Input Tax Excess Input "G" 2nd Quarter 861,321 .00 30,159,877 .12 VAT "H" 3rd Quarter 35,987 ,113.89 4th Quarter 3,117 ,278.49 72,421,884 .89 ~ 29,298 ,556 .12 IIIII 5,854 ,917 .87 32 ,869 ,835.40 66 ,566 ,967.02 TOTAL lit 128,735,358.54 In support of the alleged input VAT of ~ 128,735 ,358 .54 , Team Sual presented its Schedules/Summaries of Domestic Purchases and Importation of Goods for taxable year 2001 21 and the related suppliers' invoices and official receipts , Bureau of Customs (BOC) Import Entries and Internal Revenue Declarations (IEIRDs) , BOC official receipts , bank debit advices/official receipts22 . Upon verification of these documents, the Court-commissioned Independent Certified Public Accountant (ICPA), made the following findings in its Report dated June 3, 200423: Findinas Annex 2nd Qtr 3rd Qtr 4th Qtr Total Input Tax on Purchases of I Goods 4-1 Fi 113.64 Fi 20 ,169.53 Fi 19,636.36 Fi 39,919.53 1 Erroneously Computed t 21 Exhibits "88", "CC", " DO", and "EE". 22 Exhibits "FF" to " II " (including submarkings). 23 Exhibit "Z", pages 4 to 7.

DEC IS ION CTA EB Nos. 649 and 651 Page 18of2 8 2 Supported by VAT Invoices without BIR Permit Number 4-2 16,009 .35 9,524 .24 38 ,236.69 63,770 .28 572 .83 376 .60 13 ,424 .65 3 Supported by Photocopied VAT 20 ,167.78 14,374 .08 11,797.30 681 .82 18,411.20 Invoices 4-3 31 ,965 .08 28,493. 12 37 ,210 .50 4,495.47 4 Supported by Documents Other 44 ,801 .67 67,962.69 50 ,788 .00 18,411 .20 34 ,713 .69 165, 160. 15 Than VAT Invoice 4-4 4 ,460 .32 24 ,209 .34 23,436 .78 4,495.47 24 ,172.18 47,438 .66 681 .82 5 Supported by an Invoice without 33 ,456.13 1,353 .50 1,806.44 50 ,788.00 Pre-printed "TI N-VAT" 4-5 3 ,104 .32 147.00 4 ,780 .80 111 ,272.45 57,039.91 37 ,210 .50 6 Supported by VAT Invoices with 79,568.47 261, 61 5.96 1,526,214. 93 Pre-printed "TIN" on ly 4-6 1,526,214.93 - 7 Supported by Non-VAT Invoices 4-7 345.00 102,952 .14 8,722 .00 8 Supported by Invoices with Pre- 1,716 .00 28,669 .66 85,572 .00 printed "TAN-VAT" 4-8 105,066 .97 9 Supported by Invoices with Pre- 1,353 .50 printed "VAT#" 4-9 - sub-total 1,806.44 Input Taxes on Purchases of 8,032 .12 247,880.83 II Services 1 Erroneously Computed 5-1 2 Supported by VAT ORs without BIR Permit Number 5-2 3 Supported by Documents Other Than VAT OR 5-3 4 Supported by an OR with Pre- printed VAT Number only 5-4 5 Supported by an OR with Pre- printed TIN only 5-5 6 Supported by Non-VAT OR s 5-6 7 Supported by ORs issued not in the Name of the Company 5-7 sub-total Ill Input Taxes Claimed on Purchases of Goods and Services Without Supporting Documents 6 246 ,788.64 1,074,990 .78 2,847,994 .35 246,788.64 1,074,990.78 2,84 7, 994.35 sub-total Input Taxes Claimed on 38 ,335.09 - IV Importations 38,680 .09 1 Erroneously Computed 7-1 2 Supported Only by Certified True Copies of lnformaiiEDs (by Customs Broker) 7-2 18 ,996 .00 1,582 .00 29,300 .00 3 Supported On ly by Certified True Copies of IEDs (by Customs Broker) without the Input Tax amount 7-3 2 ,254.00 170,529 .00 174,499 .00 700 ,785.15 4 Supported Only by BOC and/or 1,662 ,761 .00 2,449 ,118.15 23,382 .00 23,382 .00 Bank Ors 7-4 5 Supported by Photocopied IEDs 7-5

DECISION CTA EB Nos. 649 and 65 1 Page 19 of28 6 Supported by Certified True 7-6 50 ,518 .00 50,518 .00 Copies of lEOs (by Customs Broker) issued not in the Name 7-7 55 ,191 .00 446 ,505.00 69 ,649 .00 571 ,345 .00 of the Company 151,546.00 1,257,393.24 1,927,903.00 3,336,842.24 7 Without Supporting Documents sub-total li 1'785,822.52 li 1,683,417.02 li 3,225,093.84 li 6,694,333.38 TOTAL The claimed input VAT of~ 261 ,615 .9624 and~ 247,880 .8325 on domestic purchases of goods and services, respectively, should be denied for failure to meet the substantiation requirements under Sections 11 O(A) and 113(A) of the NIRC of 1997, as implemented by Sections 4.104-1,4.104-5,4.108-1 of Revenue Regulations (RR) No. 7-95. As regards the above-computed input VAT in the amount of ~ 2,847,994.3526 , Team Sual presented the following documents to rebut the said finding: Suoolier Exhibit 2nd Qtr 3rd Qtr 4th Qtr Total Casipit Trading & Canst No. Iii 105,320.49 Iii 49 ,314.86 Iii 49,314.86 Iii 144,811 .93 li 105,320.49 Victron UPS Phils., Inc. TT, ZZ 50,978 .34 97 ,732.40 97 ,732.40 Meralco lnd'l Eng'g Sev Corp. TT, AAA 16,589 . 10 16,589 .10 Meralco lnd'l Eng'g Sev Corp. TT,BBB 331 ,597 .29 13 ,6 3 6 .36 13,636 .36 Meralco lnd'l Eng'g Sev Corp. 6 ,321 .00 27 ,296.29 27 ,296 .29 Meralco lnd'l Eng'g Sev Corp. DOD 225 ,696.59 225 ,696 .59 Maunsell Phils., Inc. FFF li 533,708.56 200 ,290.95 200 ,290 .95 Le Price International Corp. 128 ,209.84 128,209 .84 Servicio Filipino, Inc. HHH 105 ,3 2 0 . 4 9 Meralco lnd'l Eng'g Sev Corp. 144,811 .93 Ill 50 ,978 .34 Tadchem Marketing Ill 331 ,597 .29 Total FFFFF TT, W 6,321 .00 TT, XX li 758,766.39 li 1,397'795.44 EEE , GGG CCC The Court En Bane finds the aforesaid documents valid , except for the official receipts marked as Exhibits "BBB" and "DOD" supporting the input taxes 24 N o. I ofthe ICPA 's Findings, deta iled in Exhibit " Z", Annexes 4-1 to 4-9 . 25 N o. II of the ICPA 's Findings, detailed in Exhibit " Z", Ann exes 5-1 to 5-7. 26 N o. Ill of the IC PA 's Findings, detailed in Exhibit "Z", Annex 6.

DEC IS IO N CTA EB Nos. 649 and 65 1 Page 20 of28 of~ 16,589 .10 and ~ 13,636 .36 . The official receipt marked as Exhibit "BBB" bears the pre-printed TAN and VAT numbers of the supplier instead of the prescribed TIN-VAT number as provided under Section 4.104-5(b) of the RR No. 7-95 , in relation to Section 113(A) of the NIRC of 1997. On the other hand , in Exhibit "DOD", the information contained therein is insufficient for this Court to ascertain if the input tax claim of ~ 13,636 .36 actually pertains to Team Sual's purchase of services. Consequently, Team Sual's input VAT of goods and services without supporting documents, as found by the ICPA, should be reduced from ~ 2,847 ,994 .35 to ~ 1,480,424 .3727. As regards the ~ 3,336,842.24 input VAT claim on importations28, the Court En Bane finds the amount of ~ 2,787 ,446.2429 valid since the supporting BOC and/or bank statements clearly reflect the VAT amount paid by Team Sual. The rest of the claimed input taxes in the amount of~ 549 ,396.00 shall be denied for not being properly substantiated . The IEIRDs submitted cannot be given credence and probative value as they were merely stamped as "certified true copy" or "certified photocopy" and the Court En Bane cannot ascertain whether the certifier named therein is actually the custodian of the said documents. Also , some of the IEIRDs do not show any machine validation as to the payment of the customs duties and taxes indicated therein . While Team Sual submitted BOC and bank ORs and bank debit advices, the same were dated outside the period of the claim . 27 Com puted as fo ll ows: P 2,847,994.35 - [P I,397,795 - (P 15,589. 10 + P 13,636.36)]. ) 28 No . IV of the !CPA' s Findings, detailed in Exhib it "Z", Annexes 7-1 to 7-7. 29 An nex A hereof.

DECISION CTA EB Nos. 649 and 65 I Page 2 1 of28 Likewise, in her Reports dated June 3, 200430 and July 12, 200431 , the ICPA made the following additional observations on Team Sual's claimed input taxes: Findinqs Annex 2nd Qtr 3rd Qtr 4th Qtr Total 1. Input Taxes Claimed on Local Purchases of Goods Supported by VAT Invoices Issued in the Company's Former Name 8 Iii 2,301 ,551 .03 Iii 5,367,192.88 Iii 915,006.22 Iii 8,583 ,750.13 2. Input Taxes Claimed on Local Purchases of Services Supported by VAT ORs Issued in the Company's Former Name 9 2 ,100 ,680 .00 1,089 ,900 .60 264 ,679 .65 3,455 ,260 .25 3. Input Taxes Claimed on Local Purchases of Goods Supported by Undated VAT Invoices 10 3,502 .14 3 ,650 .00 7,152.14 4. Input Taxes Claimed on Local Purchases of Services Supported by Undated VAT ORs 11 1,035.46 5 ,066 .80 6 ,102 .26 5. Input Taxes Claimed on Local Purchases of Goods which are Supported by VAT Invoices with Different TIN as compared with the TIN indicated in the Schedule of VAT Input Tax 12 214 ,059.48 134,970.70 228 ,311 .70 577 ,341 .88 6 Input Taxes Claimed on Local Purchases of Services which are Supported by ORs with Different TIN as compared with the TIN indicated in the Schedule of VAT Input Tax 13 3 ,320 .00 4 ,993 .10 8 ,313 .10 7. Input Taxes Claimed on Local Purchases of Goods Supported by Certified True Copies of VAT Invoices 14 9.10 2 ,186 .70 2 ,195.80 8. Input Taxes Claimed on Local Purchases of Services Supported by VAT ORs with Different Supplier's Name as Compared with the Name Indicated in the Schedule of VAT-Input Taxes 15 246 .08 28,728 .00 768 .00 29 ,742.08 30 Exhibit "Z", pages 7 and 8. 31 Exhibit " RR", pages 2 and 3.

DECISION CTA EB Nos. 649 and 65 1 Page 22 of28 9. Input Taxes Claimed on Local Purchases of Goods which are Supported by VAT Invoices Dated Outside the Period of Claim 16 186 ,185.43 19,229.58 242 ,727.28 448 ,142.29 10. Input Taxes Claimed on Local Purchases of Services which are Supported by ORs Dated Outside the Period of Claim 17 8 ,545.46 15,600 .00 24 ,145.46 11. Purchase from a Non- Resident Corporation which are Supported by BIR Form 1600 and ORs Dated Outside the Period of Claim 18 103 ,249 .75 103 ,249 .75 12. Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by the Bureau of Customs and/or Customs Broker) and/or Bank Debit Advice and/or Bank ORs Issued in the Name of Southern Energy Pangasinan Inc., former Name of the Company 19A 2 ,818,476 .00 7,681 ,635.00 573 ,145.00 11 ,073,256 .00 13. Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by Customs Broker) and Bureau of Customs ORs and Bank Debit Advice Issued in the Name of Southern Energy Pangasinan Inc., former Name of the Company 198 151 ,350.00 4,711 .00 156,061 .00 14. Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by the Bureau of Customs) and Bank ORs and Debit Memos Issued in the Name of Southern Energy Pangasinan Inc. , former Name of the Company 19C 85 ,614.00 1,504 ,103.00 638,420.00 2,228 ,137.00 15. Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by the Customs Broker) and Bank ORs and Debit Memos Issued in the Name of Southern Energy Pangasinan Inc. , former Name of the Company 19D 9 ,130 .00 18 ,325 .00 27,455 .00

DEC ISION CTA EB Nos. 649 and 65 1 Page 23 of28 16. Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by the Bureau of Customs) 21A 644 ,799.00 1,905 ,261 .00 1 ' 155 ,268 .00 3,705 ,328 .00 17. Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by theCustoms Broker) 218 4 3 ,008 .00 7 ,095 .00 50 ,103.00 18. Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by the Bureau of Customs) and BOC ORs and Bank Debit Memos 22A 1,197,215.00 285 ,020.00 1,482 ,235.00 19. Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by the Customs Broker) and BOC ORs and Bank Debit Memos 228 378 .00 378 .00 20 . Input Taxes Claimed on Importation of Goods Supported by Certified True Copies of lEOs (by the Bureau of Customs) and Bank ORs and Bank Debit Memos 22C 11 ,368.00 120,168.00 131 ,536 .00 Total Iii 8,574,127.18 Iii 19,075 ,532.26 Iii 4,450,224.70 Iii 32,099 ,884.1 4 The cla imed inp ut VAT of 12 8,583,750 .1332 on local pu rchases of goods and input taxes of 12 3,455 ,260 .2533 on local pu rchases of services , respectively, may be allowed though the supporting invoices and official receipts cove ri ng the said amounts we re issued under Team Sual's former name, Southern Energy Pangasinan , Inc. On th is score, Team Sual's argument that the change of its name does not affect its identity nor its property, rights, or liabilities, is meritoriou s . The claimed input taxes of 12 7,152.1434 and 12 6,102 .2635 pertaining to loca l purchases of goods and services wh ich are supported by undated invoices and official receipts , respectively, should be den ied pu rsuant to Section 4.108- 32 No . I of the !CPA's Find ings, detail ed in Exhib it "Z", page 7; Annex 8. 33 No.2 of the !CPA's Findings, detailed in Exhib it "Z", page 7; Annex 9. 34 No . 3 ofthe !C PA' s Find ings, detailed in Exh ib it "Z", page 7; Annex 10. 35 No . 4 of the !CPA's Findings, detai led in Exhibit "Z", page 7; Annex II .

DEC ISION CTA EB Nos. 649 and 65 1 1(2) of RR 7-95 in relation to Sections 113(A) and 237 of the NIRC of 1997, which requires that the date of the transactions must be indicated in the invoices/receipts . The input VAT in the amounts of 12 577 ,341.8836 and 12 8,313 .1037 which are supported by invoices or official receipts with different TIN as compared with the TIN indicated in the "Schedule of VAT-Input Tax" as well as the input taxes of 12 29 ,742 .0838 supported by official receipts with different suppliers' name as compared with the name indicated in the "Schedule of VAT-Input Tax" still represent Team Sual's valid claims notwithstanding such discrepancies, because the main evidence to be considered and scrutinized are the said invoices or official receipts . There being no discrepancy in the contents of the latter documents, the same should prevail. The claimed input taxes of 12 2,195.8039 on local purchases of goods supported by certified true copies of VAT invoices should be denied because it cannot be ascertained whether the certifiers named therein are actually the custodians of the said documents. The input taxes in the amounts of 12 448 ,142.2940 and 12 24 ,145.4641 pertaining to Team Sual's local purchases of goods and services which are respectively supported by invoices or official receipts dated outside the period of claim , as well as the input taxes of 12 103,249.7542 on Team Sual's purchases from non-residents which are supported by BIR Forms numbered 1600 and ORs 36 No. 5 of the ICPA 's Fi ndings, detailed in Exhibit "Z", page 8; Annex 12. 37 No. 6 ofthe ICPA' s Findings, detai led in Exhibit "Z", page 8; Annex 13. 38 No.8 of the JCPA' s Fi ndi ngs, detai led in Exhibit "Z", page 8; Annex 15. 39 No. 7 of the ICPA's Findings, detai led in Exhib it "Z", page 8; Annex 14. 40 No. 9 of the ICPA's Fi nd ings, detailed in Exhib it "Z", page 8; Annex 16. 41 No. I0 of the ICPA' s Findings, detailed in Exhibit "Z", page 8; Annex 17. 42 No. 11 of the JCPA ' s Findings, detai led in Exhibit "Z", page 8; Annex 18.

DEC ISIO N CTA EB Nos. 649 and 65 1 Page 25 of28 dated outside the period of claim should be disallowed . In this connection , Section 11 O(A) of the NIRC of 1997 is clear that the input tax shall be allowed as tax credit to the purchaser only upon consummation of sale or upon payment of the compensation, as the case may be . Accordingly, it is imperative for Team Sual to declare the input value added taxes on domestic purchases of goods and services at the end of the corresponding taxable quarter where purchases of goods were consummated , as evidenced by VAT invoices, and where purchases of services were paid , as evidenced by VAT official receipts. It must be noted that the claimed input taxes of ~ 448 ,142.29 and ~ 24 ,145.46 pertain to the second , third and fourth quarters of 2001 . Thus, the input VAT on purchases of goods which are supported by VAT invoices and the input taxes on purchases of services which are supported by VAT ORs bearing dates outside the said taxable quarters cannot be considered as valid supports for Team Sual's claimed tax credits in the said amounts. As to the claimed input taxes on importations under nos. 12 to 20 of the ICPA's findings totaling ~ 18,854 ,489 .0043, the Court En Bane finds that the input taxes in the amount of~ 16,359,437.0044 represents Team Sual's valid claim as this is duly supported by BOC or bank official receipts and/or bank debit advices issued in the name of Team Sual and within the period of claim . The remaining amount of~ 2,495 ,052 .00 shall be denied for not being properly substantiated . To recapitulate , out of the ~ 128,735 ,358.54 excess input VAT claim for the second , third and fourth quarters of 2001 , only the amount of ~ 123,110,001 .68 is duly substantiated , computed as follows : 43 Exh ibit " RR", pages 2 to 4 ; Annexes 19A to 22C. 44 Annex 8 hereof.

DEC ISION CTA EB Nos. 649 and 65 1 Page 26 of28 Amount of Input VAT claim for 2001 li 166,720,367 .79 Less : Prescribed Claim- 1st Qtr 37 ,985 ,009.25 li 128,735 ,358 .54 Unprescribed Claim- 2nd, 3rd & 4th Qtrs Less: Not Properly Substantiated Claim- 2nd, 3rd & 4th Qtrs Annexes 4-1 to 4-9, Exhibit "Z" li 261 ,615 .96 Annexes 5-1 to 5-7, Exhibit "Z" 247,880 .83 Annex 6, Exhibit "Z" li 2,847,994.35 Less: Valid additional docs presented 1,367,569.98 1,480,424.37 Annex 7-1 to 7-7 , Exhibit "Z" 3,336 ,842.24 Less : Valid claim as per this 2,787 ,446.24 549 ,396 .00 Court's verification (Annex A 7,152 .14 hereof) 11,073,256.00 6,102 .26 Annex 10, Exhibit "Z" 156,061.00 2,195.80 Annex 11 , Exhibit "Z" Annex 14, Exhibit "Z" 2,228 ,137.00 448 ,142.29 Annex 16, Exhibit "Z" 27 ,455.00 24,145.46 Annex 17, Exhibit "Z" Annex 18, Exhibit "Z" 3,705 ,328 .00 103 ,249.75 Annex 19A, Exhibit "RR" 50 ,103.00 Annex 198, Exhibit "RR" Annex 19C, Exhibit "RR" 1,482 ,235.00 Annex 190, Exhibit "RR" 378 .00 Annex 21A, Exhibit "RR" Annex 21 8 , Exhibit "RR" Annex 22A, Exhibit "RR" Annex 228, Exhibit "RR" Annex 22C, Exhibit "RR" 131,536.00 Total input tax on importations 18,854,489 .00 Less : Valid claim as per this 16,359,437 .00 2,495 ,052.00 Court's verification (Annex B hereof) 5,625 ,356.86 Total Disallowed Input VAT- 2nd , 3rd, 4th Qtrs Substantiated Claim - 2nd, 3rd and 4th Qtrs of 2001 Jil 123,110,001.68 WHEREFORE , all the foregoing considered , the Commissioner's Petition for Review in CTA E8 No. 651 is hereby DENIED.

DEC ISIO N CTA EB Nos. 649 and 65 1 Page 27 of28 On the other hand , Team Sual's Petition for Review in CTA EB No. 649 is hereby PARTIALLY GRANTED , but only insofar as the consideration of the portion of the refund claim disallowed by the court a quo upon the reason that the supporting documents were in Team Sual's former names. The Decision promulgated on June 9, 2009 and Amended Decision dated June 7, 2010 by the Court in Division , are therefore MODIFIED. Accordingly, the Commissioner is hereby ORDERED to REFUND to Team Sual the amount of, or to ISSUE A TAX CREDIT CERTIFICATE in its favor amounting to , ONE HUNDRED TWENTY THREE MILLION ONE HUNDRED TEN THOUSAND ONE PESOS and SIXTY EIGHT CENTAVOS (til 123,110,001.68), representing Team Sual's unutilized input VAT attributable to its effectively zero-rated sales to NPC for the second , third and fourth quarters of taxable year 2001 . SO ORDERED. \ ER~UY Associate Justice WE CONCUR: ~ ~. o~ (Concurs with the Concurring and Dissenting Opinion of Associate Justice Amelia R. Cotangco-Manal stas) ERNESTO D. ACOSTA Presiding Justice ~C.~.Q . f'la,..lo~~urring Opinion) JUANITO C. CASTANEDA,t(fR. AUTISTA Associate Justice OLGA PALANC~UEZ CAESA~ANOVA Associate Justice Associate Justice

DEC ISI O N CTA EB Nos. 649 and 651 Page 28 of28 Associate Justice ~o~. ~~o-fRlfltA Associate Justice (~g~/:!;;n~) AMELIA R. COTANGCO-MANALASTAS Associate Justice CERTIFICATION Pursuant to Section 13, Article VIII of the Constitution , it is hereby certified that the conclusions in the above decision were reached in consultation before the case was assigned to the writer of the opinion of the Court En Bane. L\�). G~ ERNESTO D. ACOSTA Presiding Justice

Annex A EB 649 651 - Team Sua/ Corp. vs. CIR Payee Ex hibit No. 2nd Qtr 3rd Qtr 4th Qtr Total ANNEX 7- 1, EXHIBIT Z 1~B~u_re_a_u_o~f~C~u_st_o_In_______ ~--~H~H~-2~8~674 ~to~H~H~-2~8~6~6---+---------r----4~,3~0~6~.~69 ~-- --:--- - - - 4,306.:_6_ 9 Bureau of Custom ___ HH-2869 to HH-2871 4, 140.8 1 4, 140.8 1 Bureau of Custom HH-2921 to HH-2923 29,887.59 29,887.59 Sub-Total - 38,335.09 - 38,335.09 ANN_EX 7-2, EXHIBIT Z Bureau of Custom HH-24 16 to HH-24 18 2,000.00_ _ _ - - -+- 2,000.00 ----- - t------::--::-:-::-~-::--c-----c:-::-:-:---::-:-::-::----+------------+-- ------=-'---:-~:-::-! -:--- -- Bureau-of-Custo-m- - - - HH-2421 to HH-2423 3,614 .00 - -+--------=-=-=-~-:-::-::,--------"---+---------+----":--'-::--=-:--=-=--+-- Bureau of Custo-m---------t--- HH-2498 - 1 - - � - . - - - --"I-,.8,0-1-.-0-0-,-+--- 3,614.00 Bureau ofCustom HH-2503 1,49 1.00 - ----~--------~~~----~--------- .... Bureau of Custom HH-2849 I ,93 0.00 1,801.00 1,491.00 Bureau of Custom 11 -3609 1,582.00 -- Bureau of Custom HH-2682 to HH-2684 2,382.00 1,930.00 Bureau of Custom HH-27 14 to HH -27 19 3,549.00 1,5 82.00 2,3 82 .00 Bureau of Custom HH -2726 to HH-2728 2,229.00 3,549 .00 2,229 .00 Sub-Total 18,996.00 1,582.00 2 0,5 78.00 -- ANNEX 7-3, EXHIBIT Z -- ------ - - - - -1--------------------+-------~ --- I Bureau of Custom HH-2478 to HH-2480 179.00 179 .00 ----------+-------------------~ ----- --- ---, 1,195.00 Bureau of Custom HH-2722 to HH-2724 1,195.00 - - -- -- Bureau of Custom - - HH- --24- 26- - - - - t - - - 807.00 - 807.00 -- 12,2 18.00 Bureau of Custom HH-2784 ---------+--------------------~--------4- 73.00 12, 145 .00 173.00 Bureau of Custom 11 -2925 -- 173 .00 - Bureau of Custom -----r-------------=----------t--------~----- -- 11 -2945 B- u-re-au o- f-C- usto_m________~--------::-:l-l ~-2c-8::-8=-7 3 ------~---------+------ 151 ,778 .00 151 ,778.00 522.00 ---- Bureau ofCustom 11 -3106 2,734.00 522.00 169,606.00 ----------+---------=~~~~~-----+---------r----------t------~~~ Bureau ofCustom II -31 11 , 11 -3 112 2,734.00 - Sub-Total 2,254.00 167,352.00 I ABuNrNeaEuXof~7C-::4:-L:,_I_:s:-Et'-'o~Xm_H_I_B_I T_ _Z_ _+----=-=::--::-::-::-c:-G'~G==-=--=--=-=-=----I---'-4'-4=-",-8=...7:,.-5==--� =0-~0 +----------+------------l----.---- :.44-,87-5. OQ_ Bureau of Custom GG-2366 to GG-2370 2,185.00 2,185.00 Bureau of Custom GG-240 I to GG-2404 12,2 16.00 12,2 16.00 Bureau of Custom GG 12,954 .00 12,954.00 Bu_re_au of ~u stom GG-2439 to GG-2442 12 ,72 0 .00 12,720.00 Bureau of Custom GG-2550 to GG-2552 622.00 622 .00 Burea u o_f_C_usto_m________-+-___H_H_-_2_2_93__to_H_H__-2_2_9_5 - - - + - - - I 0,066.00 - _ I 0,066.00 Burea u of Custom HH-2297 to HH-2299 18 , 853.00 18 , 853.00 - - - - - --1,-------,--,--,----------,-,------+------ ---+------'---,-----+----- - - - _ 22,761.:00 Bureau o_f _Custo_m_ _ _ _ ----=H-=H-,--,2-:3c-:0:-=1-..,t.-o=-=H-:-:cH-:-c2-::-3=-0-=-3__~----- _ _ _2-:c2c~,.7,..6=-3=_.:0-0: _ _ Bureau ofCustom HH-2384, HH-2386 20,133 .00 j 20, 133 .00 Bureau of Custom 176.00 Bureau of Custom HH-2403 , HH-2405 ___, - - - - - -176.00 - - Bureau of Custom - - - - HH-2407 to HH-2409 51.00 - - 51.00- - -- -83- 5-.00 - - - + - - :H:-:-:H-::--=2-4:-1:-1-to-:H:-:-cH-----=2-4:-1.3,-- - + - - - - - + - - -8-::3--5-.0,.0.,. ~- - - - --1-- Bureau of Custom - - - t - - - - ' - --:H- H-2430 22,736. 15 - 22,736.15 Bureau of Custom HH-2950 2, 165.00 2,165.00 Bureau of Custom HH-2963 96.00 96.00 Bureau of Custom HH-2465 to HH-2467 50 .00 50.00 Bureau of Custom HH-2468 60.00 60.00 Bureau of Custom HH -2470 to HH -2472 11,9 90 .00 11 ,990.00 B- L-,r-ea-u o- f-C-ust-om- - - - - - +---H--H---24_7_4_t_o_H_H___2_47-6.,---~---------+-----'-l -l -4 .-0-0 ~---------r- - - IT4.oo- -BL-,r-eau ofCustom - HH-2647 to HH-2649 - - -1-o=-o.,-.-o=-o-----------r---- 100.00- - - - --------+-------=:-:-:-:-'-=-=:::-'::-'---'---'----+- - - - - --- --+----:-::--::--::--:-:--::-7+------------t- - - Burea u of Custo-m-- ------+--------H-H---2-7-8-8--------1---------- 151 ,2 14.00 ____!2_1,21 '!:_00 Bu_r_ea_u of Custom ______L____ H_H_-_29_1_l_ t_o_H_H_ -_2_9_13____L___________l___4_2_1_,,_1_9_6_.00 _~-- _ ______1._ ~l, 196.00

Annex A EB 649 651 - Team Sua/ Corp. vs. CIR P a yee Ex hibit No. 2nd Q tr 3rd Qtr 4th Qtr Tota l Bureau of Custom HH-2790, HH-279 I 2,47 I.00 _ _2,471.00 Bureau of Custom 11 -2485 -- 3, 119.00 -- 3, 1_!2 .Q9 - -- 11-25 I9 4,934.00 - - 4,934.00 Bureau of Custom Bureau of Cu stom- ll -2528 79 ,066.00 79 ,066.00 B-u- reau o f Cu stom - 11-259 I 622.00 622 .00 -- - Il -2593 774.00 774 .00 Bureau of Custom -- II -2678 33, 128.00 33 , 128.00 Bureau of Custom -- II 3,92 I.00 3,92 I.00 Bureau of Custom Bureau of Custom II -2569 58.00 58.00 Bureau of Custom II -2570 7 1.00 71 .00 Bureau of Custom II -257 1 85.00 85 .00 Bureau of Custom II-2643 - 97,063.00 97 ,063.00 Bureau of Custom II -2644 -- 9, 164.00 9, I64.00 Bu-re- au -of - Custo-m- II -2679 33 ,223 .00 __1} ,223 .00 Bureau of Custom II-2680 74,4 I I.00 _ 74,i!J.OO Bureau of Custom II-2687 134, 11 3.00 _ I34, IJl OO_ -- II-2690 I 82,492.00 I 82 ,492 .00 Bureau of Custom Bureau of Custom Il -2754 1 23,025.~~ I23 ,025.00 -- II -2772 236.00 r- - - 236.00 ----- Bureau of Custom II-2803 3,005.00 3,005 .00 --- -- Bureau of Custom Bureau of Custom - II -28 12 I -- 3,778.00 3,778.00 Bureau of Cust- om- - - B-ureau o-f C-ustom 1--- II-2808 39,253.00 39,253.00 Bureau of Custom Ii-286 I 55 ,842 .00 55 ,842.QO --- II -2886 I24,598.00 I 124,598 .00 Bureau of Custom II -2894 65, 139.00 65 , 139.00_ Bureau of Custom II-2897 204, 104.00 204, 104.00 Bureau of Custom 11-2982 77,248.00 77,248.00 Bureau of Custom II-2984 -- 6,720.00 6 ,720 .00 Bureau of Custom II-2985 53 .00 53 .00 Bureau of Custom 11 -3065 7,068.00 7,068 .00 Bureau of Custom 11-3 I02, 11-3 I03 6,768.00 6,768 .00 -- II-3 123 6,078.00 6,078 .00 Bureau of Custom Sub-To ta l 85,572.00 685,069.15 1,379, 159.00 2,149,800.1 5 I I I ANN EX 7-5, EXHIBIT Z II -25 I5 I 6,080.00 - II -25 I7 4,524.00 --- 11-2549 12,778.00 6,08_2_:00 23, 3 82. 00 __ 4,524.00 Bureau of Custom 12,778 .00 Bureau of Custom 23,382.00 - -- Bureau of Custom Sub-Tota l - -I I ANN EX 7-6, EXH IBI T Z HH-2442 to HH-2443 5,584.00 -- HH-2446 to HH -2447 44,934.00 -- 50,518.00 5,584.00 Bureau of Custom 44,934.00 Bureau of Custom - 5 0, 518. 00 Sub-Tota l ANNEX 7-7, EXHIBIT Z I -- I - HH-2435, HH-2438, HH -2439, 12.00 ----+ - - 36,369.00 Bureau of Custo m HH-2440, HH -2444 242,335.00 - -t - - - -12- .00 44,784.00 Bureau of Custom HH-2335 to HH-2336 ~369.00 4,783.00 Bureau of Custom- HH-2335 to HH-2336 25.00 242,335 .00 44 ,784.00 B-ur-ea- u o-f C-us-tom- - HH 4,783 .00 25.00 Bureau of Cus- tom- H H- 2746 -- Burea u of Custom - - - - -HH - -

Annex A EB 649 651 - Team Sua/ Corp. vs. CIR P a yee Exhibit No. 2nd Qtr 3rd Qtr 4th Qtr I Total HH-25 16 to HH -25 18 Bureau of Custom - 6,9 19.00 I 6,9 19.00 Sub-Total 335,227.00 335,227.00 Grand Total -I I I 2,787,446.24

Annex B EB 649 and 651 - Team Sua/ Corp. vs. C/R t' ayee t.x nmn r~ o. ..: no \,ltr J ru \ltr 'HII \,ltr I 0(3 1 ANNEX 19A, EXHIBIT RR �=-----~~------------4--=~~~-=~~~4---~~~~-~----------------------4-----~~ :~ Bureau of Custom GG-2276 to GG-2280 319,983.00 319,983.00 1------- Bureau of Custom GG-2281 to GG -2285 18,255.00 18 ,2 55.00 Bureau ofCustom GG-2286 to GG-2290 180,446.00 180,446.00 13l:lfeau of Custom GG-2291 to GG -2295 31,264.00 31 ,264.00 Bureau of Custom GG-2296 to GG-2300 34,234 .00 34,234.00 Bureau of Custom GG -2307 to GG-2311 14,278 .00 14,278.00 Bureau of Custom - GG-2312 to GG-2316 7,404.00 7,404.00 --- - 7-,4-50-.00 '- GG-2317 to -G-=cG-:::-2=3=2:-I:----+--------=7-,'-4-::-5-=-0=-.-o=-o-::---i - - - - - - -- Bureau of Custom 9- ,0 I- 0.0- 0 GG-2322 to GG-2326 9,0 I0.00 - - - � - -----+---=-=-::=:;o----:=;--:;:;-;~:-;--t-------::-'-::-:--::---:::-:c-t-- - - - - - - - Bureau of Custom 29,931.00 --- Bureau of Custom GG-2327 to GG-233 I 29,931.00 70,455 .00 - GG-2332 to GG-2336 70,455 .00 147,532.00 Bureau of Custom GG-2337 to GG-234 1 147,532.00 -- Bureau of Custom Bureau of Custom GG-2342 to GG-2346 171 ,588.00 171 ,588.00 Bureau of Custom GG-236 1 to GG-2365 155 .00 155.00 Bure~ au~ of~ Cu~st- om---------~--G~G~ -24~ 10-t- o ~ GG~ -24~ 14~----6~ 91~ ,93~ 7.0~0~----------~----------t---69-1-,9=3- 7.- 00- - Bureau of Custom GG-2415 to GG-2419 149,808.00 149,808.00 - Bureau of Custom GG-2420 to GG-2424 67,494 .00 67,494.00 --------+~~~=-=-~~~~-+----~~~+-----------+-----------t-- Bureau of - Custom -718-6,,-393314-..00-00 Bureau of GG-2425 to GG-2429 78,931.00 Cus-to-m-----------t~G~ G-~ 24~ 48 -to-G=G=-2~ 45~2--t----1~6~ ,33~ 4.0-0-=- r----------~-----------r- -~--------------+-~~~:--~~~=-+-----~~~+- Bureau of Custom GG-2453 to GG-2457 16,769.00 16,769.00 Bur-eau----o---f-=C=u=st=om===========:=:G:G:-:24:5:8=t=o :G:G:-:24:6:2~-+----_-_-2=_--5=::-,'-:I;-3==--5:= .-o:-:O::~i--~--~--~---_-_-_-_:_-_-_-~---_-_-_~_----t---------=25, 135.00 Bureau of Custom GG-2463 to GG-2467 8,233.00 8,23 3.00 Bureau of Custom GG-2468 to GG-2472 5,405.00 5,405.00 Bureau of Custo_m__________--+--G=-G=--:2::4-=7=3-to---G=cG-:::-2=--4-:-7:=7--t-------=--'-3=--9=,..7.:,-..0,~0--+-------------+----------4---------'-:3 97.00 Bureau of Custom - GG-2478 to GG-2482 425.00 ---- Bureau of Custom - - - + - - - - =G""G"'=----2=-4--,.-8=-c3: -t-o-G:=--G=---2=..4..,.=87=--+-------=-9-,-4-18cc-.-o=--o- + - - - - ----------+--------:o:----425.00 9,418 .00 Bureau of Custom -----------t-----:G=--G=--2=-4-:-.8,-8=-t-o- G=G=----=2:-4-::-9;:::=2---t-------'--32.00 - - ---------1-----------------+------ 32. 00 BureaUOfCustom- - GG-2503 to G=G:---:2=5=o:;;;7----t--~3:-0::-4-:--,-9::-7=-9=--.-:o:c:o:-4------------t-------- - - 304,979. 00 Bureau of Custom GG-2508 to GG-2512 40 I, 194.00 ------------t-----:=--:::---=--===----==~~---+-----~~~~----------~-------------t-- - -4-0 I, 19-4.00 Bureau of C~us-to_m__________-t------------------t-------'------------+----4:-0::-3=--,-1:---1:--7=-.--o=-0:::--+------------t----- - 4-03~I I7.00 Bureau of Custom 75,397.00 75 ,397.00 Bureau of Custom 8 1,3 19.00 81,319.00 Bureau of Custom 204,650.00 204,650.00 Bureau ofCustom 242,692.00 242,692.00 Bureau OfCUstom----�-------+-----------------t----------------+------8::--6::-,'-3::--8=-5=--.-0::70-+-----------+-------8:::-6,3 85.00 - � - - - - - - - - - ----+-----------+--------,~~~~--------------+-----.,--:- Bureau ofCustom 109,798.00 109,798 .00 Bureau of Custom ------------+--------------------+-------�- - - - 240,439.00 ~:--::-::-:-;::-;:-j------- ----+--- 240,439.00 Bureau ofCustom 24,235.00 - 24,235.00 ------------+--------+-----:-:7-8:-,'-9:--7::-6-:--.-o-:--o=---+ - - - - - - - t - - - -78,976.00 Bureau of Custom ��-�------+----------------+---------:-::-'-=-::-:--::-: : - + - - - - - - - - - I - - - - - - ' - Bureau ofCustom 43 ,791.00 43,791.00 9, 7~6~5~.0~0--+------------f----------'9--,765.00 Bureau ofCustoi_n _______-----+---------------------+--- --�- - � Bureau of CustOm- - - - ----f-------------------t------------i-------' 93.00 93.00 Bureau ofCust-om - - - - - +-----�-----------t------- --�+-----9=-0-=7--=,-5=-0=-4-=.-0=-0=--+-----------j-- 907,504 .00 - - - - - + - - - - - - - :2::-6-;-:9;:-,'-7;:-8;;-2:::_:._0;~0+------------+------::2~6' 9;::.:.7;;, 82.00 Bureau of Custom -- Bureau of Custom------------+----------- 73,750 .00 73,750 .00 Bureau of Custo_m__________4-----------------4-----------4----:3:-4:--6:o',--:1--8::-7=:-.-0:::-0:-t------------+---------:3~4--6::--,'-1:--8::=7-.-o::-=o-- 1 - ----- 439,252.00 439 ,252 .00 Bureau of Custom Bureau of Custom 37,804 .00 37,804 .00 Bureau of Custom 35,081.00 35,081.00 Bureau of Custom 20,979 .00 20,979.00 Bureau of Custom 44,565 .00 44,565 .00 Bureau~to_m_________--+-------------------+-------------+------1=--1~,~3 2~9,...--~0 0----+------------+------I=-=I--,'-3:-2:--9=-.:0:-0::-I Bureau of Custom- - - 45,3 16.00 _ _ _ _4_5_,31i-0.2._ ---- - - - + - - - - - - - - - - - - - - - t - - - - - - - - - - - - t - - - - - -=-'--;:-::-;::-;::-;:---t------------------' -Bu-rea-u of-Cus-to-m----------+-----------------+----- �- - - 529 .00 529 .00 Bureau ofCustom 4,137.00 4, 137 .00 Bureau of Cus-to_m__________--+------------------1------- 4, 145.00 - 4, 145 .~ - - - - - _ _ _ _ _ _ _..L___ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _..L___ _ _ _ _ _ _ __ _

Annex B EB 649 and 651 - Team Sua/ Corp. vs. CIR t�ayee r..xmon t"'IO. ..:;nu \ltr .JfU \,llf 'Hn \ltr I Ot31 -- Bureau of Custom HH-2433 to HH-2435 , 93.00 93 .00 HH-2440 ----- 5,442.00 ~- -- HH-2521 to HH-2523 Bureau of Custom HH-2526, HH-2527 5,442.00 HH-260 I to HH-2603 ---- HH-2657 to HH-2659 12 .00 -12 .00 HH-2667 to HH-2669, 7,213 .00 Bureau of Custom HH-2674, HH-2679 1 - ---- �---- --~ -- Bureau of Custom HH-2669, HH-2672 , HH- 7,213 .00 Bureau of Custom 2674, HH-2679, HH-2689 107 .00 -~ - HH-2677 to HH-2679 HH-2687 to HH-2689 - - 1--- - - 107.00 Bureau of Custom HH-2739 to HH-2741 Bureau of Custom HH-2759 to HH-2761 2,358.00 2,358 .00 Bureau of Custom HH-2764 to HH-2766 147 ,633.00 147,633 .00 Bureau of Custom HH-2769 to HH-2771 545,204.00 545 ,204.00 Bureau of Custom HH-2774 to HH-2776 32,827 .00 32,827.00 HH-2806 to HH-2808 ~ HH-2821 to HH-2823 28.00 28 .00 HH-2875 to HH-2876 B- urea- u o- f Cu- stom 3,475 .00 ],475 .00 HH-2880 HH-2898 to HH-2900 -~ HH-2908 to HH-291 0 Bureau of Custom HH-2926 to HH-2928 -------- 10 ,489 .00 I _ _!9 ,489 .00 HH-2975 to HH-2977 Bureau of Custom ------- ------� f - - - 980 .00 980.00 - ----- Bureau of Custom 804.00 804.00 Bureau of Custom 1,080.00 I,080 .00 Bureau ofCustom 420, 146.00 420, 146.00 Bureau o- f Cu- stom- - 618 ,635.00 618 ,635 .00 Bureau of Custom 76,776.00 76,776 .00 ---~ 8,633.00 ==t __ - 1-- - 8,633 .00 - Bure- au ofCustom Bureau ofCustom 131.00 13 1.00 B-ureau ofCustom 2,001.00 __1, QQJ_.OO Bureau ofCustom 257,456.00 I 257,456.00 Bureau ofCustom 311 ,829 .00 311 ,829.QQ__ Bureau ofCustom 74,487 .00 - 74,487.00 Bureau of Custom 574,549.00 574,549 .00 Bureau ofCustom 33,843.00 33,843 .00 Bureau of Custom 704 ,387 .00 704,387 .00 Bureau ofCustom 306.00 306.00 -- 4 ,435.00 4 ,435.00 Bureau of Custom 13 , 190.00 13 , 190.QQ_ -- Bureau ofCustom Bure-au of Custom 162 .00 162 .00 Bureau ofCustom - ---------- 184.00 1 - - - - 184 .00 Bureau of Custom -- Bureau of Custom - - - - -I- 967 .00 - - 967- .00 I ,724.00 I ,724.00 Bureau of Custom --- 2,635.00 2,635 .00 -Bureau of Custom - - --~- 3,177 .00 3, 177.00 Bureau of Custom --------- I ,234 .00 1,234 .00 Burea-u of C- usto- m 2,0 11 .00 2,011 .00 Bureau ofC ustom 3,195.00 3, 195.00 -- - Bureau of Custom - 5,376.00 5,376 .00 Bureau of Custom 6,014.00 - 6,0 14 .Q()_ -- 5,381.00 5,381.00 Bureau of Custom Bureau of Custom 3,214 .00 3,214 .00 Bureau ofCustom I,507 .00 I,507 .00 Bureau of Custom 2,352.00 2 ,352.00 Bureau of Custom 9.00 9 .00 Bureau of Custom 1, 140.00 1, 140.00 - 6,957.00 6,957 .QQ__ Bureau of Custom 12 ,984 .00 12,984 .00 - Bureau of Custom B-ureau of Custom 3,082.00 3,082 .00 Bureau ofCustom 4,481.00 4,481 .00 B-ureau ofCustom 2,546 .00 2,546 .00 - -Burea- u of- Custom - 3,266.00 3,266 .00 Bureau of Custom 6,413.00 6,413.00 ---~------- Bureau of Custom 4 ,072.00 - 4,072.00 Bureau of Custom 9,961.00 - - 9,961 .00 ~

Annex B EB 649 and 651 - Team Sua/ Corp. vs. CIR r ayee r.x nmn l"'O. .: no l.,llr _,ro IJlr 'Hn IJlr I I Ota l 2,818,476.oo 1 Bureau of Custom 11-2469 to 11-2471 643.00 643 .00 Bureau of Custom 11-2605 I ,648.00 - - 1,648 .00 Bureau ofCustom 1,960 .00 Bureau of Custom Il-2617 to 11-26 19 18 ,922 .00 1,960.00 Bureau ofCustom 11-2699 to 11-2701 10,444 .00 18,922 .00 Bureau ofCustom ll-2709 to 11-2711 43,729 .00 10,444.00 Bureau of Custom ll-2719 to ll-2721 343 ,095 .00 43 ,729.00 Bur-eau of Custom 11-29 16 to 11-2918 343 ,095 .00 Bu- reau of Custom 11-2988 to 11-2990 168 .00 -Bu- reau of Custom 11-2993 to 11-2995 292.00 168 .00 Bureau of Custom li-3088 to 11-3090 38,095 .00 Bureau of Custom 2,087 .00 ---- Sub-total 11-3115 11-3120 87.00 - - 29-2 .-00 573,145.00 7,681,635.00 ___1!, 09~ 00 2,087.00 87 .00 11,073,256.00 ANNEX 198, EXHIBIT RR 151 ,350.00 - - 151,350.00 B-ure- au ofCustom 116.00 B-ureau ofCustom 151,35o.oo 1 - 116 .00 Bureau ofCustom 4,595.00 4,595.00 Sub-total 4,711.00 156,061.00 ------ -I- -- -- ANNEX 19 C, EXHIBIT RR -- - Bureau of Custom GG-2396 to GG-2400 4,929 .00 -- _ 4,929 .00 GG-2430 to GG-2434 19, 129 .00 19, 129.00 Bureau of Custom GG-2493 to GG-2497 13 ,570 .00 13 ,570.00 GG-2498 to GG-2502 1,031 .00 Bureau ofCustom GG-2513 to GG-25 17 1,03 1.00 3 1,192.00 GG-25 18 to GG-2522 31,192 .00 11,712.00 Bureau of Custom GG-2523 to GG-2527 11 ,7 12 .00 4,051 .00 6,504.00 Bureau ofCustom HH-2331 , HH-2332 4,051.00 2,967.00 HH-2340, HH-2342 Bureau o-fC- ust-om- - HH-2365, HH-2367 - Bu-reau of- Cus- tom- HH-2389, HH-239 1 Bureau ofCustom HH-2394, HH-2396 6,504.00 18 ,047.00 - -- HH-2451, HH-2452 r----- - 1- 2,967 .00 - -- 3!935 .00 Bureau of Custom HH-2483 to HH-2485 18 ,047 .00 --- HH-2507 to HH-2509 -- --l 3,935 .00 �- ~. 119 .00 HH-2563 , HH-2564 1-- Bureau of Custom HH-2588 to HH-2590 -- - -r 56,879.00 HH-2592, HH-2593 120,633 .00 Bureau of Custom HH-2596 to HH-2598 243 , 108.00 HH-2606 to HH-2608 22 ,449.00 Bureau of Custom HH-2611 to HH-26 13 24, 11 9.00 HH-2616 to HH-2618 16,082.00 Bureau of Custom HH-2621 to HH-2623 56 ,879 .00 HH-2630 to HH-263 2 ~ 1 74 . 00 Bureau of Custom HH-2635 to HH-2637 - 120,633 .00 HH-2639 to HH-264 1 - --65 ,23.!..:29 Bureau of Custom - HH-2643to HH-2645 243,108 .00 HH-2652 to HH-2654 -I- 36,617 .00 Bu- reau of Custom - HH-2712 to HH-2714, 22 ,449.00 6,500 .00 - - . ----- - Bur- eau of C--ustom- HH-2719 16 ,082 .00 53 ,3 15.00 HH-2743 to HH-2745 22 ,587 .00 Bureau of Custom HH-2931 to HH-2932 63 , 174.00 43 ,823.00 HH-2935 to HH-2937 83,300 .00 Bureau of Custom 65,231.00 --- - 72,739 .00 36,617.00 25 ,284.00 - Bur- eau of Custom 14,401.00 Bureau of Custom 6,500 .00 I 106,871 .00 - ~26 . 00 Bureau ofCustom 53,315.00 33 ,752.00 22,718 .00 Bureau of Custom 22,587.00 __!4,862 .00 18,570__: 00 Bureau ofCustom 43,823 .00 46 ,094 .00 - Bu- reau ofCustom 83,300 .00 9,784 .00 Bureau ofCustom 72,739 .00 22 ,085 .00 -- 15 ,683.00 Bureau ofCustom - 25,284 .00 Bureau of Custom - 14,40 1.00 �-� - Bureau of Custom 106,871 .00 Bureau of Custom 45,926 .00 Bureau ofCustom -- 33 ,752 .00 Bureau ofCustom - - � � � � -1- 22,718.00 Bureau of Custom -- 44,862.00 - 18,570.00 r--- - - - - - - - Bureau of Custom Bureau of Custom - - - - -1- 46 ,094.00 Bureau of Custom 9,784.00 Bur-eau of Custom Bureau of Custom 22 ,085.00 15 ,683.00

Annex B EB 649 and 651 - Team Sua/ Corp. vs. CIR r ayee r,x mon r~o. ..:; nu 'J'Ir Jru 'J'Ir �nn \,ltr I Ota l HH-2955 to HH-2957 85,614.00 Bureau of Custom 136,064.00 104,70 1.00 136,064.00 Bureau of Custom 11 -2474 to 11 -2476 1,504,103.00 13 ,276.00 104,701 .00 Bureau ofCustom 11-2483 , 11 -2484 14, 159.00 Bureau of Custom 11-2728 to 11-2730 8 ,2 6 7 .00 13,276 .00 -Bureau of Custom 11-2940 to 11-2942 6,393.00 14,159 .00 B-ur- eau-o- f C-ust-om- - 11-3083 to 11 -3085 8,267 .00 -Bureau of Custom - - - 11-3093 to 11 -3095 325,547.00 Bureau of Custom 6,393.00 Bureau of Custom I 6 , 782 . 0 ~ 325,547.00 Bureau of Custom - 6,782 .00 Bureau of Custom 11-273 7 to 11-2739 8,937 .00 - 8,937.00 Bureau of Custom 24,837.00 Bureau of Custom 33 ,282.00 24,837.00 Sub-total 7 1,689.00 33 ,282.00 20,550.00 638,420.00 - 71 ,689.00 20,550.00 2,228,13 7.00 Ann ex 19 0 , Ex hibit RR - -- - -- - I-- - -Bureau ofCustom - 9, 130.00 9, 130.00 9,130.00 18 ,325.00 Bureau ofCustom 18,325.00 2 7,455.00 18,325.00 Sub-total ANNEX 21A, EXHIBIT RR Bureau ofCustom HH-2692 to HH-2694 3,657.00 3,657.00 HH -2750 to HH-2752 -Bureau of Custom HH-2903 to HH-2905 6,920.00 6,920 .00 HH-2626, HH-2627 Bureau of Custom HH-2731 , HH-2732 90,324.00 90 ,324. 00 -- HH-2735 , HH-2736 --- - HH-2884 to HH-2886 Bureau ofCustom - HH-2889 to HH -289 1 - 273,264.00 -= _1 -- 273,264 .0_Q HH-2916 to H H-29 18 339.00 - H H-2980 to HH-2983 323.00 Bureau ofCus- tom - - 11 -2497 , 11-2498 - - -339- .00 11 -2531 - - 11 -2640 to 11-2642 Bu-rea-u - of C-us- tom 11 -2647 to 11-2649 323.00 ---- B- ureau ofCustom 11 -2666 11 -2675 , II-2676 238 ,585.00 238,585.00 11-2704 to II-2706 Bureau ofCustom 11-27 14 to II -27 16 6 1,8 16.00 ---- - 61,8 16.00 33 ,555.00 33,555.00 Bureau ofCustom 11 -2733 11 -2780 Bureau ofCustom 11 -2785 52 ,656.00 52,656.00 11 -2800 Bureau of Custom 11 -2826 - f- 46 ,002.00 46 ,002.00 11 -2836 ---- 11 -2850 - f--- 1,409.00 - 1,409 .00 11 -2855 Burea-u o-fCu- sto- m 11-289 1 to 11-2893 7,228.00 - ~228 . 00 B- ureau- ofCustom 11-29 12 Bureau ofCustom 11-2978 to 11 -2980 1 1 ,353.00~ -- I I,353 :_QQ_ 11-3002 to 11-3004 Burea u ofCu- stom- 11-2750 to 11 -2752 15 ,566 .00 15,566 .00 11-2950 to 11-2952 - 11-2973 to 11 -2975 11 -2776 Bureau ofCustom 11 -2535 24,286 .00 24,286 .00 -- -Bureau of Custom 10,364 .00 I0,364 .00 -Bureau ofCustom 31 ,930.00 3 1,930 .QQ_ Bureau of Custom 67 ,324 .00 67,324 :2.2_ BUreau of Custom 599.00 599 .00 Bureau of Custom 879 .00 879 .00 Bureau of Custom - -1-- 2,708.00 2,708.00 5,998.00 5,998 .00 - Bu- rea u of Custom - Burea- u of Custom - - - - -1- 6,083.00 6,083 .00 Bureau of Custom 10,40 1.00 1 _ _10,401 .00 - - -- 10,757.00 - Bur-eau-o f-Cu- sto m 129 ,0 9 0 . 0 0 10,757.00 - 129,090.00 - Bureau of Custom -Burea-u o- f Cust-om - - - --�- 92 ,670.00 92,670 .00 -Bureau- of Cu- stom- - 4, 126.00 Bureau of Custom 1--- -=--==~-- 9,32 1.00 - i J 2 6 .00 - 58 ,786.00 - 9,321 .00 20 ,689 .00 Bureau of Custom 58,786.00 Bureau of Custom 20,689.00 Bureau of Custom 70.00 - - 70 .0- 0 346 .00 346 .00 -Bureau of Custom Bureau of Custom 14 ,4 4 5 . 0 0 14,445 .00 582,430.00 1,343,869.00 Sub-total - I 761,439.00 - - ANNEX 21B, EX HIBIT RR - - -r--�-- Bureau of Custom- HH-2454 to HH-2458 5,051 .00 -- -- - 5,051 .0 - -------

Annex B EB 649 and 651 - Team Sua/ Corp. vs. CIR r ayee t<..xmon r"'o. ..: no l.,ltr _,ra l.,ltr 'lm l.,ltr I Otal HH-2459 to HH-2463 Bureau ofCustom - 2,044.00 - 2 ,044 .00 Sub-total HH-2859 to HH-2861 7,095.00 HH-2893 to HH-2895 ~ 7,095.00 HH -2970 to HH-2972 ANNEX 22A, EX HIBIT RR - - r- -- II -2590 Bureau of Custom 11-2723 to 11 -2725 367,365 .00 - - - - -r-- -- 11-2756 to 11 -2758 539 ,4 3 5 . 0 0 211 , 198 .00 -- f- 367 ,365.00 ll-2836 539,435 .00 Bureau of Custom 11 -2877 --r- -- - 211 , 198.00 11 -2902 Bureau of Custom 11-2954 to 11-2956 1,117,998.00 r-- 229 .00 86,272.00 Bureau of Custom GG-237 1 to GG -2378 2 2 9 .00 123 ,063.00 Bureau of Custom HH -2854 to HH-2856 86,272 .00 3,778 .00 15, 169.00 -Bureau of Custom -- 123,063 .00 29 ,219 .00 Bureau of Custom 27,290.00 3,778.00 1,403,018.00 Bureau ofCustom 15 , 169.00 - 29,2 19.00 Bureau ofCustom 27,290.00 -- Bureau ofCustom Sub-total 285,020.00 ANNEX 22 8 , EXHIBIT RR 378.00 - - - Bureau of Custom - Sub-total 378.00 - 378 .00 -I 3 78.00 -- 120,168.00 2,102,051.00 - AN NEX 22C, EXHIBrT RR - I 120,168.00 Bureau of Custom - Sub-total 3,055,818.00 11 ,201,568.00 TOTAL 120, 168.00 120,168.00 16,359,437.00

REPUBLIC OF THE PHILIPPINES COURT OFTAX APPEALS QUEZON CITY ENBANC TEAM SUAL CORPORATION CTA EB No. 649 (formerly: MIRANT SUAL (CTA Case Nos. 6630 & 6733) CORPORATION), Petitioner, -versus- COMMISSIONER OF INTERNAL CTA EB No. 651 REVENUE, (CTA Case Nos. 6630 & 6733) Respondent. X- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -X COMMISSIONER OF INTERNAL REVENUE, Petitioner, -versus- Present: Acosta, PJ, Castaiieda,Jr., Bautista, Uy, Casanova, Palanca-Enriquez, Fa bon-Victorino, Mindaro-Grulla, and Cotangco-Manalastas, JJ TEAM SUAL CORPORATION Promulgated: (formerly: MIRANT SUAL --S-E-P--1--5--20-1-1 -~--A-J~~~:~:~f.~~~.~ CORPORATION), Respondent. X- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -X CONCURRING AND DISSENTING OPINION COTANGCO-MANALASTAS, J.: With reverence to the viewpoints of my esteemed colleagues, expressed in the Decision penned by the Honorable Associate Justice Erlinda P. Uy, I respectfully submit my concurring and dissenting opinion to underscore the basis of my concurrence, as well as my di ssension, to some of the issues raised in the Decision.

Concurring and Dissenting Opinion Page 2 of8 CTA EB Nos. 649 & 651 (CTA Case Nos. 6630 and 6733) I concur with the ponencia of Associate Justice Erlinda P. Uy dismissing CTA EB No. 651 and partially granting CTA EB No. 649, insofar as the consideration of the portion of Team Sual Corporation' s (Team Sual) refund claim for the 2"d, 3rd, and 4th quarters of2001 disallowed by the Court a quo upon the reason that the supporting documents were in Team Sual ' s former names. However, I would like to register my dissent from the majority decision denying Team Sual Corporation' s (Team Sual) claim for tax refund of unutilized input value-added tax (VAT) for the first (1 51 quarter of taxable year 2001 on the ) ground that the Court in Division has not acquired jurisdiction to entertain the same. CTA EB No. 651 (Commissioner oflnternal Revenue, petitioner) In the said Petition for Review, the Commissioner of Internal Revenue (CIR) alleges that TEAM Sual Corporation: [1]failed to comply with the sixth requisite for refund/tax credit, involving the timeliness of the claim for refund or issuance of tax credit certificate; and [2] has not sufficiently proven its entitlement to a refund. TIMELINESS of the administrative and judicial claims (or refund or the issuance of tax credit certificates in relation to the Court 's JURISDICTION to act on the petition. The CIR puts in issue his argument that this Court has no jurisdiction to act on the present claim for refund/tax credit pointing to the fact that TEAM Sual Corporation failed to give CIR a period of 120 days granted by law to process its claim for refund/tax credit, hence, the Petitions for Review filed by Team Sual Corporation on March 31 , 2003 and July 23 , 2003 were both prematurely filed.

Concurring and Dissenting Opinion Page 3 of8 CTA EB Nos. 649 & 651 (CTA Case Nos. 6630 and 6733) Administrative claim On the question as to whether TEAM Sual complied with the prescriptive period for the administrative claim for refund or issuance of tax credit certificate of unutilized input tax, I agree with the finding that Team Sual Corporation timely filed with the Bureau of Internal Revenue (BIR) on March 20, 2003 its administrative claim for refund of its unutilized input VAT in the amount of P166,720,367.79 for the four quarters of 2001. Relevant is the proviSIOn of Section 112(A) of the NIRC of 1997 which prescribes the reckoning of the 2-year period within which to make a claim for refund or tax credit, i.e., from the close of the taxable quarter when the sales were made. Applying the foregoing provision in this case, suffice it to say that TEAM Sual timely filed its administrative claim [March 20, 2003] for refund/tax credit of unutilized input VAT having filed the same within 2 years reckoned from the close of the taxable quarters when the sales were made [four quarters of2001] . Judicial claim As to whether TEAM Sual timely filed its judicial claim for refund or issuance of tax credit certificate of unutilized input tax, Section 112(D) of the NIRC of 1997 is instructive. Section 112(D) of the NIRC of 1997 clearly provides that the CIR has " 120 days from the date of the submission of the complete documents in support of the application [for tax refund/credit] ," within which to grant or deny the claim. In case of full or partial denial by the CIR, the taxpayer' s recourse is to file an appeal before the Court of Tax Appeals (CTA) within 30 days from receipt of the decision of the CIR. However, if after the 120-day period the CIR fails to act on the application

Concurring and Dissenting Opinion Page 4 of8 CTA EB Nos. 649 & 651 (CTA Case Nos. 6630 and 6733) for tax refund/credit, the remedy of the taxpayer is to appeal the inaction ofthe CIR to the CTA within 30 days. 1 The non-observance of the 120-30 days required under Section 112(D) of the NIRC of 1997 or the premature invocation of the court' s jurisdiction, is a violation of the doctrine of exhaustion of administrative remedies. This failure to observe the doctrine of exhaustion of administrative remedies is fatal to one' s cause of action, thus, absent any waiver or estoppel, the case is susceptible of dismissal for lack of cause oifactz.on2. Failure to exhaust administrative remedies, however, does not affect the jurisdiction of the court. Non-exhaustion of administrative remedies only renders the action premature, that the claimed cause of action is not ripe for judicial determination. 3 In this case, records reveal that: I Quarter CTA Administrative End of 120 Days End of 30 Days Date Judicial I (2001) Case Claim Filed for the BIR from the Claim Filed I March 20, 2003 Commissioner to expiration of March 3 I, 2003 March 20, 2003 Decide the Claim the 120 days July 23 , 2003 I st CTA Case July 18, 2003 I August I 7, 2003 2nd, 3rd, No. 6630 CTA Case I &4th No. 6733 July 18, 2003 j August I 7, 2003 I A perusal of the foregoing table instantly shows that in CTA Case No. 6630 TEAM Sual failed to wait for the decision of the CIR or the lapse of the 120-day period before filing its appeal to this Court. Clearly, the filing of the judicial claim for the 1st quarter of 2001 in CTA Case No. 6630 is premature. Nevertheless, since 1 Commissioner ofInternal Revenue v. Aichi Forging Company ofAsia, Inc., G.R. No. 184823, October 6, 20 I0. 2 Montanez vs. PARAD, et al. , G.R. No. 183142, September 17, 2009. 3 Merida Water District, et al. vs. Francisco Bacarro, et al. , G.R. No. 165993, September 30, 2008 citing Rosario v. Court of Appeals, G.R. No. 89554, July 10, 1992, 2 11 SCRA 384, 387; Carafe v. Abarintos, G.R. No. 120704, March 3, 1997, 269 SCRA 132, 141.

Concurring and Dissenting Opinion Page 5 of8 CTA EB Nos. 649 & 651 (CTA Case Nos. 6630 and 6733) the premature filing of claim for refund and/or tax credit or failure to exhaust administrative remedies is not jurisdictional, such defense is therefore waivable or may be considered waived pursuant to Section 1, Rule 9 of the Rules of Court, which provides that defenses and objections not pleaded either in a motion to dismiss or in the answer are deemed waived, except if dismissal is based on the ff. grounds, to wit: lack ofjurisdiction, litis pendentia, res judicata, and prescription. Records show that CIR failed to allege in his Answer the premature filing of petitioner' s judicial claim for tax refund for the 1st quarter of 2001 as one of his special and affirmative defenses in CTA Case No. 6630, thus, respondent is deemed to have waived the premature filing of the petition as a ground for dismissal. Accordingly, the Court En Bane should give due course to TEAM Sual ' s judicial claim for refund/tax credit for the 1st quarter of 2001 in CTA Case No. 6630; thus my dissent from the majority decision denying same. As regards TEAM Sual' s judicial claim for refund/tax credit for the 2"d, 3rd, and 4th quarters of 2001 , docketed as CTA Case No. 6733 , the table above visibly shows that TEAM Sual observed the " 120-30 day period" by waiting for the lapse of 120 days [July 18, 2003] before filing its judicial claim for refund within 30 days from the end of the 120 days allotted for the CIR to act on the claim. Thus, my concurrence with majority ' s ruling partially granting CTA EB No. 649, insofar as the consideration of the portion of Team Sual' s refund claim for the 2"d, 3rd, and 4th quarters of 2001 disallowed by the Court a quo upon the reason that the supporting documents were in Team Sual' s former names.

Concurring and Dissenting Opinion Page 6 of& CTA EB Nos. 649 & 651 (CTA Case Nos. 6630 and 6733) Issue on TEAM Sua/ 's entitlement to refund has been exhaustively passed upon and resolved by the Court a quo. Apropos CIR's contention that TEAM Sual has not sufficiently proven its entitlement to refund, i.e., it failed to prove compliance with the VAT registration requirements, failed to show that its purchases were in the course of trade and business, failed to show that said purchases were properly supported by VAT invoices and/or official receipts, the Court a quo 's Decision and Amended Decision reveals that these arguments raised by CIR in its Petition for Review for the consideration of this Court have already been intricately and appropriately passed upon and resolved in the said Decision and Amended Decision. Hence, I find no plausible reason to disturb the ruling of the Court a quo insofar as the aforementioned contentions/issues are concerned. With the above discussion, I find apropos the ruling of my esteemed colleagues dismissing CTA EB No. 651 filed by the Commissioner of Internal Revenue . CTA EB No. 649 (TEAM Sual Corporation, petitioner) TEAM Sual Corporation proffers for the determination of this Court the issue as to whether the Court a quo erred in disallowing its input taxes of Pl2,761 ,224.50 on local purchases of goods and services and on importations on the ground that the supporting documents were issued under TEAM Sual's former name. TEAM Sual's petition heavily focused its discussion on arguments which advocate its entitlement to the refund/tax credit of its input taxes albeit the supporting documents were issued under its former corporate name.

Concurring and Dissenting Opinion Page 7 of8 CTA EB Nos. 649 & 651 (CTA Case Nos. 6630 and 6733) I agree with the majority position partially granting CTA EB No. 649, insofar as the consideration of the portion of Team Sual's refund claim for the 2"d, 3rd, and 41h quarters of 2001 disallowed by the Court a quo upon the reason that the supporting documents were in Team Sual's former names. On the matter concerning the effects of a change in corporate name, the pronouncement made by the Supreme Court in the case of Republic Planters Bank vs. Court ofAppeals and Fermin Canlas4 is enlightening, viz: XXX "The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original corporation. It is the same corporation with a different name, and its character is in no respect changed. A change in the corporate name does not make a new corporation, and whether effected by special act or under a general law, has no effect on the identity of the corporation, or on its property, rights, or liabilities. The corporation continues, as before, responsible m its new name for all debts or other liabilities which it had previously contracted or incurred." (Emphasis ours) XXX In a more recent case of P.C. Javier & Sons, Inc. , et al. vs. Han. Court of Appeals, et al. 5, the Supreme Court had the occasion to reiterate its stance on the effect of change of corporate name: XXX 4 G.R. No. 93073, December 21 , 1992 citing 6 Fletcher, Cyclopedia of the Law of Private Corporations, pp. 224-225 (Rev. ed., 1968); Mutual Building & Loan Association vs . Corum, 220 Cal. 282, citing Corpus Juris; 30 P- 2d 509, 514 (1934)- Pilsen Brewing Co. vs. Wallace, 291 ILL. 59, 125 N.E. 714, 8 A.L.R. 579 ( 1919); Ozan Lumber Co. vs. Davis Sewing Machine Co., 284 F-161 ( 1922); 18 C.J.S. 572. 5 G.R. No. 129552, June 29, 2005 citing Avon Dale Garments, Inc. v. National Labor Relations Commission, G.R. No . 117932, 20 July 1995, 246 SCRA 733 , 737; Republic Planters Bank v. Court of Appeals, G.R. No. 93073 , 21 December 1992, 216 SCRA 738, 745 .

Concurring and Dissenting Opinion Page 8 of8 CTA EB Nos. 649 & 651 (CTA Case Nos. 6630 and 6733) "A change in the corporate name does not make a new corporation, whether effected by a special act or under a general law. It has no effect on the identity of the corporation, or on its property, rights, or liabilities. The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original corporation. It is the same corporation with a different name, and its character is in no respect changed." XXX In view of the foregoing considerations: [1] I vote for the DISMISSAL of the Petition for Review, docketed as CTA EB Case No. 651 , filed by the Commissioner of Internal Revenue; and [2] I vote for the PARTIAL GRANT of the Petition for Review, docketed as CTA EB Case No. 649, filed by Team Sual Corporation, however, I dissent from the outright denial of TEAM Sual ' s judicial claim for refund/tax credit for the 1st quarter of 2001 on the ground that the Court in Division has not acquired jurisdiction to entertain the same. SO ORDERED. ~/- ..vt---f- AMELIA R. COTANGCO-MANALASTAS Associate Justice WE CONCUR: ~ ~._ \A?. \)~ ERNESTO D. ACOSTA Presiding Justice ABON-VICTORINO

REPUBLIC OF THE PHILIPPINES Court ofTax Appeals QUEZON CITY En Bane CTA EB CASE NO. 649 (CTA Case Nos. 6630 & 6733) TEAM SUAL CORPORATION (Formerly Mirant Sual Corporation), Petitioner, -versus- COMMISSIONER OF INTERNAL CTA EB CASE NO. 651 REVENUE, (CTA Case Nos. 6630 & 6733) Respondent. Present: X----------------------------------------------------X Acosta, P.J. COMMISSIONER OF INTERNAL Castaneda, Jr., REVENUE, Bautista, Uy, Petitioner, Casanova, Palanca-Enriquez, -versus- Fa bon-Victorino, Mindaro-Grulla, and Cotangco-Manalastas, JJ. TEAM SUAL CORPORATION Promulgated: (Formerly Mirant Sual Corporation), lkoh ~ - SEP 1 5 ?011 nr ~,~'�"~'~;- Respondent. , "" 4, ~ x-----------------------------------------------------------------------------------------------------x ' Separate Concurring Opinion BAUTISTA,[.: I concur with the denial of the Petition for Review, docketed as CTA EB Case No. 651, filed by the Commissioner of Internal Revenue ("CIR"), for being a mere rehash and considering that no compelling arguments have been raised.

Separate Concurring Opinion CTA EB CASE NOS. 649 and 651 (CTA Case Nos. 6630 & 6733) I likewise concur with the partial grant of the Petition for Review, docketed as CTA EB Case No. 649, filed by Team Sual Corporation ("TSC"). Nonetheless, I must point out my view with the modification made by the Court En Bane in the assailed Decision dated June 7, 2010. In the assailed Decision, the Special First Division of the Court partially granted TSC's claim in the reduced amount of ~144,564,112.19. On the other hand, the Court En Bane, in like manner, partially granted TSC' s claim for refund, however, further reducing the amount awarded to ~123,110,001.68. The majority of the Court En Bane states that the reduction of the award is due to the findings that TSC' s claim for the first quarter of the taxable year 2001 should be denied for having been filed in violation of Section 112(C) of the 1997 National Internal Revenue Code ("NIRC"),l as amended.2 However, a plain reading of Section 112(C) of the 1997 NIRC, as amended, will show that the provision use the word "may," which as settled in statutory construction connotes permissiveness, rather than of a restrictive or mandatory in nature. Consistent with the aforementioned provision's permissive nature, the judicial recourse to this Court within thirty (30) days after the lapse of the one 1 (C) Period within which Refund or Tax Credi t of Input Taxes shall be Made. - In proper cases, the Commissioner shall grant a refund or issue the tax credit certificate for creditable input taxes within one hundred twenty (120) days from the date of submission of complete documents in support of the application filed in accordance with Subsection (A) hereof. In case of full or partial denial of the claim for tax refund or tax credit, or the failure on the part of the Commissioner to act on the application within the period prescribed above, the taxpayer affected may, within thirty (30) days from the receipt of the decision denying the claim or after the expiration of the one hundred twenty day-period, appeal the decision or the unacted claim with the Court of Tax Appeals. 2 As amended by Republic Act No. 9337.

Separate Concurring Opinion crA EB CASE NOS. 649 and 651 (CfA Case Nos. 6630 & 6733) hundred twenty (120)-day period, therefore, is merely directory, and not mandatory nor jurisdictional; subject only to the period provided under Sections 112(A)3 and 2294 of the same Code. Therefore, if the two (2)-year prescriptive period is about to expire, there is no need to wait for the denial of the claim by the Commissioner of Internal Revenue or its inaction after the expiration of the one hundred twenty (120)-day period before the taxpayer can lodge its appeal with this Court.S To stress, both the administrative and judicial claims must be both filed within the two (2)-year period,6 otherwise, the Court will be deprived of jurisdiction to entertain the case? 3 SEC. 112. Refunds or Tax Credits of Input Tax. - (A) Zero-rated or Effectively Zero-rated Sales. - Any VAT-registered person, whose sales are zero-rated or effectively zero-rated may, within two (2) years after the close of the taxable quarter when the sales were made, apply for the issuance of a tax credit certificate or refund of creditable input tax due or paid attributable to such sales, except transitional input tax, to the extent that such input tax has not been applied against output tax: Provided, however, That in the case of zero-rated sales under Section 106(A)(2)(a)(1),(2) and (B) and Section 108 (B)(1) and (2), the acceptable foreign currency exchange proceeds thereof had been duly accounted for in accordance with the rules and regulations of the Bangko Sentral ng Pilipinas (BSP): Provided, further, That where the taxpayer is engaged in zero-rated or effectively zero-rated sale and also in taxable or exempt sale of goods or properties or services, and the amount of creditable input tax due or paid cannot be directly and entirely attributed to any one of the transactions, it shall be allocated proportionately on the basis of the volume of sales. 4 SEC. 229. Recoven; of Tax Erroneously or Illegally Collected. - No suit or proceeding shall be maintained in any court for the recovery of any national internal revenue tax hereafter alleged to have been erroneously or illegally assessed or collected, or of any penalty claimed to have been collected without authority, or of any sum alleged to have been excessively or in any manner wrongfully collected, until a claim for refund or credit has been duly filed with the Commissioner; but such suit or proceeding may be maintained, whether or not such tax, penalty, or sum has been paid under protest or duress. In any case, no such suit or proceeding shall be filed after the expiration of two (2) years from the date of payment of the tax or penalty regardless of any supervening cause that may arise after payment: Provided, however, That the Commissioner may, even without a written claim therefor, refund or credit any tax, where on the face of the return upon which payment was made, such payment appears clearly to have been erroneously paid. s Commissioner of Internal Revenue v. CE Cebu Geothermal Power Company, Inc., CfA EB No. 426, May 29, 2009 . 6 Commissioner of Internal Revenue v. Victorias Milling Co., Inc., No. L-24108, January 3, 1968, 22 SCRA 12. 7 Commissioner of Internal Revenue v. Accenture, Inc., CfA EB No. 410 (CfA Case No. 7387), March 18, 2009. I

Separate Concurring Opinion CTA EB CASE NOS. 649 and 651 (CTA Case Nos. 6630 & 6733) Additionally, when TSC filed its administrative claim before the CIR on March 18, 2003, and its subsequent Petition for Review before this Court on March 31, 2003, the then prevailing doctrine on the reckoning of the prescriptive period within which to file administrative and judicial claims for refund or tax credit of input tax is counted not from the close of the taxable quarter,s but from the filing of the relevant return.9 It need not be stated that the Supreme Court, being the court of last resort, is the final arbiter of all legal questions properly brought before it, and that its decision in any given case constitutes the law of that particular case. Once its judgment become final it is binding on all inferior courts, and hence beyond their power and authority to alter or modify.lO However, the Court's decisions should not be, as to a given period of time, upon the same or similar facts and under the same or similar circumstances, as fluctuating as to engender the phenomenon described by Mr. Justice Thompson of the Supreme Court of Virginia as ignis fatuus .11 In the case of Magtoto v. Manguera, et al.,U the High Tribunal sitting En Bane made the following pronouncement: s Commissioner of Internal Revenue v. Mirant Pagbilao Corporation [Formerly Southern Energy Quezon, Inc.], G.R. No. 172129, September 12, 2008, 565 SCRA 154. 9Atlas Consolidated Mining and Development Corporation v. Commissioner of Internal Revenue, G.R. Nos. 141104 & 148763, June 8, 2007, 524 SCRA 73. 1oJose Kabigting v. The Acting Director of Prisons, G.R. No. L-15548, October 30, 1%2. 11 Ramon Torres v . Tan Chim, G.R. No. L-46593, February 3, 1940, 69 Phil. 518, ci ting Perkins v. Clemente et al., 1 Pat and (Va.) 153. 12 G.R. Nos. L-37201-02, L-37424, and L-38929, March 3, 1975, 63 SCRA 4, Concurring Opinion penned by Justice Felix Q. Antonio, with Justices Antonio P. Barredo and Cecilia Munoz-Palma, concurring.

Separate Concurring Opinion CTA EB CASE NOS. 649 and 651 (CTA Case Nos. 6630 & 6733) The final authority of this Court rests upon public respect for its decisions. That public respect is based upon an image which represents this Court as declaring legal principles with an authority and certainty that the people may place upon it their bona fide reliance and reasonable expectations. To hold now that public officers, who have acted in justifiable reliance on Our aforecited doctrines, have transgressed the Constitution, would certainly not strengthen public respect on the authority of Our judgments. Where there has been justifiable reliance on Our decisions, and those who have so relied may be substantially harmed if retroactive effect is given, where the purpose of the new rule can be adequately effectuated without giving it retroactive operation, or where retroactive operation might greatly burden the administration of justice, then it is Our duty to apply the new rule prospectively. The factual and textual bases for a contrary rule, are at best, less than compelling. Relevant is the Court's duty to assess the consequences of its action. More than the human dignity of the accused in these cases is involved. There is the compelling realization that substantial interests of society may be prejudiced by a retrospective application of the new exclusionary rule. Thus, the values reflected transcend the individual interests of the herein accused, and involve the general security of society. The unusual force of the countervailing considerations strengthens my conclusion in favor of prospective application. xxx (Boldfacing supplied.) Thus, with the doctrine in the aforecited case in mind, as well as, the factual milieu present in the case at bench, the reckoning of the prescriptive period, i.e., from the filing of the relevant return, should apply. With this, I find the Petition for Review, docketed as CTA EB Case No. 651, filed by CIR, bereft of merit, while the Petition for Review, docketed as CTA EB Case No. 649, filed by TSC, should be partially granted. In conclusion, the refund of the amount of ~144,564,112.19, representing TSC's unutilized input tax from its domestic purchases of goods and services and importation of goods attributable to effectively zero-rated sales to the National I

Separate Concurring Opinion CTA EB CASE NOS. 649 and 651 (CTA Case Nos. 6630 & 6733) Power Corporation for the four quarters of the taxable year 2001 should be sustained. Accordingly, I vote for the DISMISSAL of the Petition for Review, docketed as CTA EB Case No. 651, filed by the Commissioner of Internal Revenue, and therefor, for the PARTIAL GRANT of the Petition for Review, docketed as CTA EB Case No. 649, filed by Team Sual Corporation, however, in the amount as stated in the Amended Decision dated June 7, 2010.