VILLAR GROUP FACES SEC HEAT FOR “MISLEADING” DISCLOSURES

The Securities and Exchange Commission (SEC) has fined Villar Land Holdings Corporation ₱12 million for the late submission of its audited financial statements, while also flagging its public disclosures as potentially misleading to investors.

In its order, the SEC’s Markets and Securities Regulation Department noted that Villar Land, formerly Golden MV Holdings, purchased 366.34 hectares of land last year worth ₱5.2 billion through Althorp Land Holdings Inc., Chalgrove Properties Inc., and Los Valores Corporation.

Villar Land explained the delay by citing its shift to fair value accounting, the use of different auditors for the acquired firms, and the need for an additional appraisal requested by its external auditor, Punongbayan & Araullo. The company asked for an extension on April 15 to finalize its 2024 annual report.

But the SEC rejected the explanation, stressing that as early as March 28, the company’s board of directors had already approved financial statements declaring gains from property revaluation.

“This act or scheme could very well mislead the investing public,” the SEC said, noting that Villar Land disclosed substantial fair value gains that were later described as still pending final verification or audit.

The regulator underscored the impact on trading activity, pointing out that from March 25 to 31, Villar Land’s average turnover surged to ₱2.11 million, compared to just ₱218,382 in the period prior.

Aside from the ₱12 million penalty, the SEC also imposed a daily fine of ₱2,000 starting July 1 until the company submits its 2024 annual report and first quarter 2025 filing.

Top Villar officials — former senators Manny and Cynthia Villar, current senators Mark and Camille Villar, and Villar Land president Paolo Villar — have been ordered to explain within 10 days why they should not be held administratively liable for violations of the Securities Regulation Code and other laws.

The Villar group has yet to issue a statement.

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