MALACAÑANG on Tuesday told parties in the anomalous sales of shares in the Manila North Harbor Port Inc. to resolve the bitter intra-corporate disputes immediately amid concerns from exporters for a repeat of the crippling port congestion problem experienced few years ago.
In a chance interview, Presidential Spokesperson Ernesto Abella said while there was a need to “carefully consider” the merits on the ownership issues surrounding port operator MNHPI, it must be resolved immediately to avoid another disruption of services within the public utility.
“Definitely, that’s part of the [process]… the President wants it to be done quickly,” Abella said.
In a 14-page paper sent to the Ombudsman last Monday, SEC Company Registration and Monitoring Department director Ferdinand Sales admitted deliberately ignoring letters of a former majority stakeholder Harbor Center Port Terminals Inc. seeking to prevent the increase in authorized capital stock that led to the anomalous sale of shares of the Manila North Harbor Port Inc.
HCPTI, with a previous majority share of 65 percent, urged the SEC to stop the application for capital increase as it would dilute the former’s shareholding in favor of San Miguel Holdings Corp.
Last January, the Quezon City Regional Trial Court issued an order preventing fugitive 1-Pacman party-list Rep. Michael Romero from claiming ownership of his family-owned HCPTI, exposing challenges in the ownership of MNHPI that had been taken over by conglomerate San Miguel Corp.
The country’s international trade practically ground to a halt due to logistical problems surrounding Manila’s congested ports, experienced a few years ago.
Reghis Romero, Michael’s father, sued him for falsifying documents to claim ownership of the family-owned HCPTI, operator of the 10-hectare Manila Harbor Center Terminal.
The younger Romero lost the case to his father and even went into hiding when an arrest warrant was issued against him in January.
According to Sales, he received the letter on Dec. 15, 2015 from the HCPTI before the application for increase in authorized capital stock and the amendment of the articles of incorporation of MNHPI.
“Respondent (Sales) receives several such letters in a day and in the course of a month’s time, sometimes they could reach around a thousand or more. It was therefore beyond his capability to monitor all such letters, more so where these letters were filed prior to the filing of an application,” he said.
The letter was actually sent on Dec. 15, 2014, and not in 2015, Sales told the Ombudsman.
Mark Roy Boado, HCPTI nominee to the MNHPI board of directors, and HCPTI stakeholder Nathaniel Romero filed a complaint against against Sales, and attached the Dec. 15, 2014 letter.
“Such increase is unauthorized and illegal, and therefore null and void,” HCPTI said, adding its nominees, Boado, Reghis and Jerome Canlas were not notified or consulted about the proposed authorized capital stock increase.
When the application was filed by MNHPI on Feb. 16, 2015, during which Sales immediately approved two days after, the SEC official admitted HCPTI’s position letter citing intra-corporate controversy was still disregarded despite full knowledge of the dispute.
“The letter was not considered in the application because on its face, it involves an intra-corporate dispute in another corporation, HCPTI, which is a corporation with a separate and distinct personality from the applicant MNHPI,” Sales said.
He said a certification of MNHPI corporate secretary Patrick Lugue that there was no intra-corporate dispute was the basis of approval, saying it had “due credence” as it was duly notarized.
“As a consequence of the respondent’s manifest bias and gross inexcusable negligence in approving the increase in MNHPI’s authorized capital stock despite knowledge and acknowledgment of the existence of an intra-corporate dispute, his subsequent deliberate inaction on HCPTI’s requests for revocation and/or recall of his approval, and his evident bad faith and manifest partiality in refusing to take action on our letters and subsequent complaint, we discovered that Petron or San Miguel Holdings Corp. was able to subscribe to the remaining P1.3 billion unissued shares in MNHPI,” the complaint read.
“As a result of his approval, HCPTI’s shareholdings in MNHPI were diluted from 65 percent to 15.16 percent, whereas Petron, and later SMHC, were able to subscribe to the additional shares in violation of HCPTI’s pre-emptive rights.”
Boado and Romero accused Sales of violating Republic Act No. 3019 or the Anti-Graft and Corrupt Practices Act for glossing over SEC Office Order No. 242 to favor MNHPI, Petron, and subsequently SMHC in allowing an increase in MNHPI’s authorized capital stock.
Based on the complaint, Sales was duty bound to strictly observe and comply with the SEC order that if there was an intra-corporate dispute, the CRMD director must freeze any action on any application for an increase in authorized capital stock, and should have called the claiming parties to a meeting as provided under the SEC order.
The CMRD supposedly violated Republic Act No. 6713 or the Code of Conduct of Ethical Standards for Public Officials and Employees for failing to act promptly on their letters to the SEC, the complaint alleged.
“(Sales) must also be held administratively liable and must be dismissed from service, and pending investigation, must be preventively suspended,” they said.
SMC president and chief operating officer Ramon Ang said his group now controls a 78.33-percent interest in MNHP.