November 26, 2025 l Business Mirror
It is painful to hear, although it is true, that our Philippine stock market is the worst performing among its peers in the Association of Southeast Asian Nations. But it is much more painful to know that the actions of a leading listed company (or of a person or of a business family) have maliciously contributed to blacken some more the poor reputation of our stock market.
I refer to the matter of Villar Land Holdings Corp., formerly Golden MV Holdings Inc. Last March, the company made a public disclosure, which stated that almost P1.0 trillion in net profit was recorded based on a P1.3-trillion land revaluation. This was questionable; publicly reported even before the company’s financial statements were audited by its external auditor.
“It is apparent,” the Securities and Exchange Commission (SEC) said, “that the 28 March 2025 current report sought to publicly make known substantial fair value gains and increase in total assets of the company due to value appreciation of certain properties” even if these values were not yet final or confirmed by external auditors. The SEC admonished: “This act or scheme could very well mislead the investing public, those transacting with the company, or the market in general.”
The SEC admonition is actually very restrained. Of course this pre-mature public announcement of a spike in total assets is meant to mislead—which blatantly erodes investors’ trust in our stock market. Certainly, some people unduly benefited from the sudden rise in the company’s stock prices, by selling their stock holdings when the stock price peaked, before precipitously falling down when the SEC and the external auditor, P&A Grant Thornton, negatively reacted to the company’s misleading disclosure.
The external auditor refused to accept the bloated property revaluations made by E-Value Phils., the property appraiser, which was ultimately disaccredited for not observing the international appraisal standards. The company, after arguing with P&A, decided after all to accept a very much lower valuation of P8.6 billion, more aligned to acquisition cost. This was a deep reversal of property values.
The ping-pong arguments between the company and the external auditor caused a delay by the company in submitting its audited financial report to the Philippine Stock Exchange, (PSE) by the April 15, 2025 deadline. Consequently, PSE suspended trading of the company’s shares a month later.
The SEC’s Markets and Securities Regulation Department (MSRD), taking note of the matter, issued an order on August 18, 2025. Villar Land Holdings Corp. and its 12 directors and officers were fined P12.0 million or P1.0 million each, for late and misleading disclosures as regards the company’s 2024 financial reports. Those fined included: Cynthia J. Javerez, president; Manuel B. Villar, Jr., chairperson; Manuel Paolo A. Villar; Camille A. Villar and Mark A. Villar. Each person was also fined P2,000 per day starting July 1, 2025 until the overdue financial reports were submitted.
The SEC Order calls it misleading. I call it malevolent, irresponsible and deceitful, tainted with a heavy dose of mindless impunity. Trust in our capital market suffers and has been impaired. The penalties should be greater.
***The views expressed herein are his own and do not necessarily reflect the opinion of his office as well as FINEX. For comments, email santidumlaojr@gmail.com. Photo is from Pinterest.