Roxas and Company, Inc. (RCI) disclosed to the Philippine Stock Exchange that a complaint has been filed against its officers for alleged Violation of Right to Inspect the Corporate Books.

The complaint for violation of Section 73 in relation to Sections 163 and 171 of the Revised Corporation Code was filed against RCI President and CEO Edgar Arcos and its Chairman Pedro O. Roxas by newspaper columnist Victor C. Agustin.

Arcos and Roxas received on Aug. 13, 2024 a Subpoena dated Aug. 5, 2024 issued by the Office of the City Prosecutor of Makati City.

The Subpoena informed Arcos and Roxas of the Complaint-Affidavit dated July 26, 2024, filed by Agustin against them for the supposed Violation of Right to Inspect the Corporate Books.

RCI said Arcos and Roxas will file their respective counter-affidavits before the OCP in Makati City to answer and refute the allegations.

It added that these legal proceedings do not significantly affect the company’s business or operation.

In his complaint, Agustin stated that the Revised Corporation Code guarantees the right of stockholders to demand inspection of corporate books and that refusal to comply without valid justification is a criminal offense. 

He claimed that he demanded inspection of the books on June 7 and June 10, both of which the company denied.

Agustin said, “Indeed, the respondents are grasping at straws to conjure a way to prohibit me from exercising my statuary right to inspect the corporate records of RCI.” 

He said that his intention in reviewing RCI’s books “is to protect my investment in the company against any act that diminishes its value.”

Agustin flagged several “questionable” transactions, including the sale of 66.9 million treasury shares in January 2024 at P0.44 per share within days of material developments in RCI’s land disputes before these were disclosed to the PSE and the purchase by RCI’s directors and related parties of 300 million treasury shares at a discounted price of P2 each in May 2024.

In particular, Agustin has sought information on the “list of buyers of the treasury shares of RCI sold over the past year, the terms of the sale and their connection to RCI’s current and previous directors and officers, if any, including whether Pesan Holdings, Inc. (“Pesan”), SPCI Holdings, Inc. (“SPCI”), Pedro Roxas or Maria Carmen Roxas Elizalde or any of her affiliates or associates purchased any of the treasury shares.”

Agustin said the information he may obtain from the inspection could be used “in aid of litigation against respondents’ corporate transactions, should I find the same anomalous or highly questionable.”