Villar Land fined by SEC over failure to file financial reports on time
SEC Chairperson Francis Edralin Lim (left) and Villar Land Chairman Manuel B. Villar, Jr. (right)
The Securities and Exchange Commission (SEC) has fined Villar Land Holding Corp. and its officers a total of ₱12 million after denying the company’s request for an extension to file required financial reports, citing repeated failure to meet deadlines.
The SEC’s investigation was prompted by a surge in the value of 366 hectares of land in Villar City. The land, acquired by Villar Land from three companies—Athorp Land Holdings Inc. (ALHI), Chalgrove Properties Inc. (CPI), and Los Valores Corp. (LV)—for ₱5.2 billion, was later valued at ₱1.34 trillion.
In an order dated Aug. 18, 2025, the SEC Market and Securities Regulation Department (MSRD) imposed the maximum penalty of ₱1 million each on the company and its 11 officers, for a total of ₱12 million. A daily fine of ₱2,000 will also be imposed starting July 1, 2025, until the reports are submitted.
Penalized individuals include company president Cynthia J. Javarez; chairman Manuel B. Villar; directors Manuel Paolo A. Villar, Camille A. Villar, and Mark A. Villar; independent directors Ana Marie V. Pagsibigan and Garth F. Castañeda; chief financial 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 stated the penalty was imposed “in light of the Company’s repeated failure to file the required reports by the statutory deadline and comply with the lawful orders of the Commission, without just cause.” This occurred despite the company’s disclosure to the public that its board had already approved the release of financial statements showing the increased valuation.
According to the SEC, the regulator considered suspending Villar Land’s registration statement but chose to impose fines to avoid harming stockholders. The MSRD’s order noted the importance of timely public disclosures by publicly listed companies to protect investors and market integrity.
The company and its officers have also been ordered to show cause why they should not be held further liable for violations of the Securities Regulation Code and the Revised Corporation Code.
The SEC denied Villar Land’s request for an extension to file its reports until Aug. 31, 2025 due to conflicting public disclosure. On March 28, 2025, Villar Land filed a report stating that its board had approved the release of financial statements for Dec. 31, 2024, which included the ₱1.34 trillion valuation.
However, the company later admitted that the audit was still ongoing and requested an extension on April 15, 2025, to give its external auditor, Punongbayan & Araullo (P&A), time to finalize the report.
On May 30, Villar Land explained that it could not comply with SEC directives because of delays in the audit for the Villar City properties. The company said it had initially hired E-Value Phils, Inc. to do the appraisal, and that valuation reports from the external auditors of ALHI, CPI, and LV had already been completed and consolidated.
The company’s external auditor, P&A, however, did not accept the valuations and required new appraisal reports. While E-Value Phils, Inc. completed these new reports, P&A then required another consultant, Crown Property Appraisal Corporation (CPAC), to assist in testing the reasonableness of the valuation. CPAC provided its expert opinion, but P&A is now reportedly insisting on still another set of appraisal reports.
The SEC said the issues surrounding the audit and valuation were “foreseeable and should have been anticipated and addressed ahead of the filing deadline.”
The commission concluded that the delays could have been avoided with earlier engagement between the company and its auditors, viewing the situation as a “failure to exercise due diligence and reasonable care.”