Sugar firm Roxas and Co. on Wednesday received a complaint against its top officers for alleged violation of the right of a shareholder to inspect its corporate books under the Revised Corporation Code.
Company president and CEO Edgar P. Arcos and chairman Pedro O. Roxas received the subpoena issued by the city prosecutor of Makati City on 5 August this year on the basis of a complaint filed 26 July by former journalist and opinion maker Victor C. Agustin.
Roxas and Co. promptly discounted the impact of the complaint on the enterprise, saying “The said legal proceeding does not have any significant effect on the issuer’s business or operation.”
In his complaint, Agustin said the Revised Corporation Code guarantees the right of stockholders to demand an inspection of corporate books and that refusal to comply without valid justification is a criminal offense. He said he demanded inspection of the books on 7 June and on 10 June, which were both denied.
Agustin said his intention in reviewing the books of RCI “is to protect my investment in the company against any act that diminishes its value.”
He flagged alleged questionable transactions, including the sale of 66.9 million treasury shares in January this year at P0.44 per share within days of RCI’s land dispute with farmers before these were disclosed to the Philippine Stock Exchange, and the purchase by RCI directors and related parties of 300 million treasury shares at a discounted price of P2 each in May 2024.
In particular, Agustin sought information on the “list of buyers of the treasury shares of RCI sold over the past year, the terms of the sale and their connection to RCI’s current and previous directors and officers, if any, including whether Pesan Holdings Inc., SPCI Holdings Inc., Pedro Roxas or Maria Carmen Roxas Elizalde or any of her affiliates or associates purchased any of the treasury shares.”
Agustin said information gathered from the inspection may be used “in aid of litigation against respondents’ corporate transactions, should I find the same anomalous or highly questionable.”
In the six months ended June this year, RCI reported a net loss of P470.5 million, significantly wider than the previous year’s P383.28 million loss that the business attributed to the recognition of impairment in fixed assets, lower coconut products sale only partially offset by cost reduction measures.
Consolidated revenue amounted to P251.6 million, 38 percent lower than prior year’s P406.84 million.
