SEC fines Villar Land, 11 officials for unsubmitted financial statements

By Revin Mikhael D. Ochave, Reporter

LISTED Villar Land Holdings Corp. and its top officials were fined a total of P12 million by the Securities and Exchange Commission (SEC) for failing to submit its 2024 annual report and first-quarter report for 2025.

In an order dated Aug. 18, the SEC Markets and Securities Regulation Department (MSRD) issued the maximum P1-million administrative fine each against Villar Land and 11 officials, totaling P12 million, in lieu of suspending the company’s registration statement and permit to offer and sell securities.

The order applies to Villar Land’s senior executives, including Chairman Manuel B. Villar, Jr.; President Cynthia J. Javarez; directors and incumbent Senators Mark A. Villar and Camille A. Villar; and director Manuel Paolo A. Villar.

Other officials named are independent directors Ana Marie V. Pagsibigan and Garth F. Castaneda; chief financial officer, chief information officer, treasurer, and investor relations officer Estrellita S. Tan; corporate secretary Gemma M. Santos; assistant corporate secretary Ma. Nalen S.J. Rosero; and compliance officer Kate D. Cator.

The MSRD also imposed a P2,000 administrative fine each for every day of delay starting July 1 until Villar Land, formerly known as Golden MV Holdings, Inc., submits its 2024 annual report and first-quarter report.

“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. These reports are critical for regulatory oversight, market integrity, and protection of investor interests,” the order said.

The MSRD denied Villar Land’s request for an extension to submit the reports by Aug. 31.

“The company has been afforded a significant period, from Jan. 1, 2025 to the original due date of April 15, 2025, the extended deadline of April 30, 2025, and the additional extension granted by the commission until June 30, 2025, to complete the preparation and submission of the 2024 audited financial statement (AFS),” the order said.

According to the order, Villar Land was unable to file its annual and quarterly reports while reviewing the valuation of previously acquired companies holding land in the 3,500-hectare Villar City development.

On Sept. 30 last year, Villar Land purchased Althorp Land Holdings, Inc., Chalgrove Properties, Inc., and Los Valores Corp., which collectively own 366 hectares of land, under a P5.2-billion deal.

The order noted that the delays followed requests from Villar Land’s external auditor, Punongbayan & Araullo (P&A), to review the fair value of the acquired properties.

Villar Land initially tapped SEC-accredited asset valuer E-Value Phils, Inc. to prepare an appraisal report, which resulted in a P1.33-trillion value gain. P&A then requested Crown Property Appraisal Corp. to serve as an independent expert to review the properties, which generated a lower gain of P8.63 billion.

“In light of the protracted process that the company was constrained to take in order to meet the requirements of its external auditor, and in order to ensure that the company would be able to finalize and issue its 2024 AFS at the earliest possible time, the company agreed with P&A that it will accept the most conservative valuation for the assets…,” the order showed.

“This delay could have been avoided through earlier engagement with auditors, and more efficient management of the valuation issues,” it added.

In a statement, Villar Land said it will respond to the SEC’s order in due course and welcomed the opportunity to provide its explanation regarding the issues raised.

“We wish to clarify that the delay in the filing of the annual report and the first-quarter 2025 quarterly report of Villar Land is not due to the refusal of its external auditor to sign the 2024 AFS. 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,” it said.

“We also want to highlight the fact that while the company firmly believes that it is the fair value of the Villar City properties that should be reflected in its financial statements, in the interest of securing the immediate release of the 2024 Audited Financial Statements, it had reluctantly proposed to the external auditors the use of cost basis in recording the value of the same properties,” it added.

Villar Land announced on March 28 that its 2024 net income rose to P999.72 billion from P1.46 billion the prior year, on fair value gains on investment properties that increased to P1.33 trillion from P59 million in 2023.

The MSRD noted that the figures in the March 28 disclosure, which were later reported to be subject to audit, “could very well mislead the investing public.”

Villar Land was directed to show cause why it should not be held liable for violations of Sections 26.3 and 54.1(c) of the SRC; violation of Section 8(c) of the Financial Products and Services Consumer Protection Act; and violation of Section 30, in relation to Section 158, of the Revised Corporation Code.

Trading of Villar Land shares has been suspended since May 16 for failing to file its financial reports. The suspension remains in effect as of writing.

Villar Land postponed its annual stockholders’ meeting to Oct. 20 from the original schedule of Sept. 3.

Villar Land shares were unchanged at P2,296 per share as of May 15.