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c) An issuer with assets of at least Fifty million The Bank also argues that even assuming it is considered a "public
pesos (P50,000,000.00) or such other amount as the company" pursuant to Section 17 of the SRC, the Court should
Commission shall prescribe, and having two interpret the pertinent SRC provisions in such a way that no
financial prejudice is done to the thousands of veterans who are o While compliance with this requirement will undoubtedly
stockholders of the Bank. Given that the legislature intended the cost the Bank money, the benefit provided to the
SRC to apply only to publicly traded companies, the Court should shareholders clearly outweighs the expense. For many
exempt the Bank from complying with the reportorial requirements. stockholders, these annual reports are the only means of
o On this point, the Bank is apparently referring to the keeping in touch with the state of health of their
obligation set forth in Subsections 17.5 and 17.6 of the SRC, investments; to them, these are invaluable and continuing
which provide: links with the Bank that immeasurably contribute to the
Section 17.5. Every issuer which has a class of transparency in public companies that the law envisions.
equity securities satisfying any of the requirements
in Subsection 17.2 shall furnish to each holder of 2. COSMOS BOTTLING CORPORATION vs. COMMISSION EN BANC of the
such equity security an annual report in such form SECURITIES AND EXCHANGE COMMISSION (SEC) and JUSTINA F.
and containing such information as the Commission CALLANGAN
shall prescribe.
As an administrative agency with both regulatory and adjudicatory
Section 17.6. Within such period as the Commission
functions, the SEC was given the authority to delegate some of its
may prescribe preceding the annual meeting of the
functions to, inter alia, its various operating departments, such as
holders of any equity security of a class entitled to
the SEC-Corporation Finance Department (SEC-CFD), the
vote at such meeting, the issuer shall transmit to
Enforcement and Investor Protection Department, and the
such holders an annual report in conformity with
Company Registration and Monitoring Department, pursuant to
Subsection 17.5.
Section 4.6 of the SRC, to wit:
o SEC. 4. Administrative Agency.
In making this argument, the Bank ignores the fact that the first and
4.6. The Commission may, for purposes of efficiency,
fundamental duty of the Court is to apply the law. Construction and
delegate any of its functions to any department or office of
interpretation come only after a demonstration that the application
the Commission, an individual Commissioner or staff
of the law is impossible or inadequate unless interpretation is
member of the Commission except its review or appellate
resorted to. In this case, we see the law to be very clear and free
authority and its powerto adopt, alter and supplement any
from any doubt or ambiguity; thus, no room exists for construction
rule or regulation.
or interpretation.