SEC flags Villar land firm for late filing, ‘false’ info
The Securities and Exchange Commission (SEC) has fined Villar Land Holdings Corp., the real estate firm of the family of the country’s richest individual and former Sen. Manny Villar, P12 million for failing to submit its financial statements on time.
In denying the company’s request for another extension to file its reports to Aug. 31 this year, the SEC said in an eight-page order dated Aug. 18 but made public on Thursday that “the timely submission of annual and quarterly reports is mandatory and non-negotiable” under the Securities Regulation Code (SRC) and its implementing rules and regulations.
The reports, it added, “are critical for regulatory oversight, market integrity, and protection of investor interests” and that the firm has been afforded a significant period—from Jan. 1 to the original due date of April 15, the extended deadline of April 30, and the additional extension until June 30—to complete the preparation and submission of the 2024 annual financial statements.
“The [C]ompany’s failure to meet these deadlines despite ample time and opportunities demonstrates a clear disregard for its regulatory obligations,” the SEC pointed out.
In a statement sent to reporters on Thursday, Villar Land said its officers and directors welcomed “the opportunity to explain their side on the issues raised and will respond to the SEC’s order in due course.”
“We wish to clarify that the delay in the filing of the Annual Report and the Q12025 Quarterly Report of Villar Land is not due to the refusal of its external auditor to sign the 2024 Audited Financial Statements. The delay was caused by the auditor’s varying requests for additional audit procedures in the course of their review of the valuation of the Villar City properties that were acquired by Villar Land in 2024,” the company said.
Villar Land added that while it “firmly believes” that the P1.34-trillion fair value should be reflected in its financial statements, it had “reluctantly proposed” to its external auditor to instead use the P8.63-billion valuation just so it could immediately release the documents.
‘False information’
More than the late filing of reports, however, the SEC said “there is reason to believe” that the company, its board of directors and officers had engaged “in an act or practice that operates or would operate as a fraud or deceit” for the premature public disclosure of financial information.
The SEC said that on March 28, the company disclosed that its board of directors, during a meeting on the same date, “approved and authorized the release of Financial Statements for the year ended 31 December 2024” stating “an increase in fair value gains on its investment properties amounting to P1.33 trillion for 2024, primarily due to value appreciation of investment properties; and total assets were recorded at P1.37 trillion as of 31 December 2024 from P28.64 billion as of 31 December 2023, primarily due to the fair value gains of investment properties.”
However, the SEC said the company admitted that the audit of its 2024 financial statements was still ongoing when it requested on April 15, for an extension of the deadline to submit its 2024 annual report “to enable the [c]ompany and its external auditor, P&A (Punongbayan & Araullo), to have adequate additional time to review and finalize the [c]ompany’s 2024 [annual financial statement], which was required in light of the Change in Accounting Policy.”
Premature disclosure
This was also apparent in Villar Land’s responses to the SEC’s letters dated May 30 and June 13 this year explaining that “it is unable to comply with the SEC directives due to the delay in completion of the audit for the properties acquired by the company in 2024,” and that last June 30, Crown Property Appraisal Corp. Inc. was engaged by P&A as an independent expert to assist in the testing of the reasonableness of the fair value of the subject properties.
It is apparent that the March 28 report of the company “sought to publicly make known” the substantial fair value gains and increase in total assets of Villar Land due to value appreciation of certain properties, despite the same gains and increase in assets being reported later by company as “still pending finalization, verification, audit, and/or testing for reasonableness by its external auditor.”
“This act or scheme could very well mislead the investing public,” the SEC emphasized, adding that the effect of such disclosure to the investing public can be clearly seen in the volume turnover of the company’s shares (then under Golden MV Holdings Inc.) in the stock market to an average P2.11 million from March 25 to March 31, from only P218,382.50 from March 3 to March 24, and P240,160 for the period April 2 to April 10 this year.
Administrative liability
In its order, the SEC noted that “given the nature, effects, and seriousness of the same act of the Board and officers of the [c]ompany—that of causing the release of a public disclosure that is apparently false, inaccurate or misleading—there is reason to find them administratively liable for gross negligence or bad faith in directing the affairs of the [c]ompany.”
In view of its findings, the SEC imposed an administrative fine of P1 million each on Villar Land and president Cynthia Javarez; chair Manuel Villar Jr.; directors Manuel Paolo Villar, Sen. Camille Villar and Sen. Mark Villar; independent director Ana Marie Pagsibigan and Garth Castañeda; chief financial officer Estrellita Tan; corporate secretary Gemma Santos; assistant corporate secretary Nalen Rosero, and compliance officer Kate Cator.
The SEC also directed them to show cause, within 10 days from receipt of the order, “why they should not be held administratively liable” for violating the SRC for their disclosure of misleading information to the public.
Latest controversy
In a separate statement on Thursday, SEC Chair Francis Lim said his office would “act objectively, affording them (Villar Group) administrative due process.”
It was the latest controversy the Villar family, widely perceived to be allied with Vice President Sara Duterte, has faced under the current administration.
In his fourth State of the Nation Address (Sona) last month, President Marcos called out local water districts and their joint venture partners for failing to meet the needs of more than 6 million consumers.
He said his administration would hold accountable “those who neglected and fell short of delivering on this vital public service.”
The Local Water Utilities Administration recently concluded its investigation into the Villar-owned PrimeWater Infrastructure Corp., the water service provider of more than 1.7 million households in parts of Bulacan, Batangas, Laguna, Camarines Norte, Cabanatuan City and Sorsogon City.
Its customers had complained of prolonged water interruptions and dirty or murky water despite having to pay higher rates compared with PrimeWater’s counterparts.
