|
HAD
Amsterdam Holdings Inc. won the controversial and
allegedly overpriced $329-million national broadband
contract, it could have undertaken its first business
since its incorporation in 2002.
But
unluckily for the company, which lost the deal to ZTE
Philippines, a subsidiary of ZTE Ltd. Inc. of China, it
may lose its certificate of incorporation as a company
registered with the Securities and Exchange Commission
(SEC) for being nonoperational for five years.
Apparently, had Amsterdam Holdings not been used by Jose
de Venecia III, son of former Speaker Jose de Venecia
Jr., as his corporate vehicle in bidding for the
broadband project, it could have already lost its SEC
license as early as last year.
Under a
provision in the general information sheets (GIS) filed
annually by private companies with the SEC, a
corporation which has not been operating for a period of
five years may lose its SEC registration certificate.
The
threat of revocation is contained in the GIS signed on
July 25, 2006, by lawyer Katherine N. Gan, assistant
corporate secretary of Amsterdam Holdings.
In going
after violations of its reporting rules, the SEC warned
corporations that “failure to file GIS for five years
shall be construed as nonoperational and a ground for
the revocation of the corporations’ certificate of
incorporation.”
Based on
the provision of the GIS, which was signed by Gan,
Amsterdam Holdings “…waives its right to a hearing for
the said revocation.”
Gan also
signed on July 25, 2006, an affidavit of nonoperation
when she told the SEC that Amsterdam Holdings “did not
hold any annual shareholders’ meeting from August 5,
2002, its date of incorporation.”
Both the
GIS and the affidavit of nonoperation were received by
the SEC on July 25, 2006.
Amsterdam Holdings was registered with the SEC in 2002
but did not have yet a subsidiary like Ayala Corp.,
which is the majority stockholder of Ayala Land, or JG
Summit Inc., the controlling stockholder of Universal
Robina Corp.
There is
a reason for this: as of 2006, Amsterdam Holdings had a
paid-up capital of a little over P300,000.
Documents also show that the company has been incurring
losses since its formation in 2002. As of end-2006, it
had accumulated deficit of P219,163.
The SEC
requires both stock and nonstock corporations to file
periodic reports such as GIS, results of annual
stockholders’ meetings and audited financial reports.
Law offices, accounting firms and other professional
practitioners are not covered by these rules.
Amsterdam’s
corporate files submitted in 2006 to the SEC did not
contain the name of Jose de Venecia III, son of former
Speaker Jose de Venecia.
Based on
its 2006 GIS, Amsterdam Holdings was holding office at
Unit 2106, 88 Corporate Center, 141 Valero corner Sedeño
Streets, Salcedo Village, Makati City.
The
company’s authorized capital stock consisted of 50,000
common shares, or P5 million at P100 par value. Of these
shares, P312,800 have been paid up.
The GIS
listed Nathaniel F. Sauz as the biggest stockholder with
P1,249,600 subscribed shares, of which P312,400 was paid
up based on par value of P100. Four other
stockholders—Rosario A. Sauz, Edwin D. Pastor, Timothy
T. Dunque and Amelia G. Blando—own one share each.
Amsterdam Holdings’ financial report showed it had cash
of P2,476,023 as of end-2006, up from P301,650 in 2005
and investments of P1,415,045.
The
financial performance of Amsterdam Holdings was audited
by Teodoro R. Nocum of Unit 2106, 88 Corporate Center,
141 Valero corner Sedeño Streets, Salcedo Village,
Makati City. |
