362 Phil. 297
BELLOSILLO, J.:
The Commission can validly delegate the authority to exercise the specific powers assigned to it by law. The final paragraph of Section 6, PD 902-A states: "In the exercise of the foregoing authority and jurisdiction of the Commission, hearings shall be conducted by the Commission or by a Commissioner or by such other bodies, boards, committees and/or officers as may be created or designated by the Commission for the purpose."Their motion for reconsideration having been denied by the appellate court in its resolution of 13 November 1995, petitioners now plead before us basically raising the issue of whether the Prosecution and Enforcement Department of the Securities and Exchange Commission has jurisdiction to investigate the 30 April 1990 letter-complaint of private respondents. It is the rigorous stand of petitioners that the PED has no such authority and jurisdiction, therefore its 21 May 1992 Resolution is void and of no effect.x x x x
Moreover, the respondent Commission, in its Order correctly said and We quote:Jurisdiction over the subject matter of the controversy having been duly established and investigated upon by the PED, the petitioners cannot now claim that the former overstepped its powers and authority by issuing the questioned Resolution since the petitioners herein have themselves waived any jurisdictional infirmity, if there were any, when they appeared before the PED and subsequently filed their answer to the letter-complaint. Thus, while jurisdiction over the subject matter of the controversy cannot be waived, jurisdiction over the parties may be acquired either by court process, by voluntary appearance in court or by submitting pleadings in court which have (sic) jurisdiction over the case x x x[1]
The Securities and Exchange Commission has both regulatory and adjudicative functions.On the other hand, the inherent powers and functions of the Prosecution and Enforcement Department of the Securities and Exchange Commission are enumerated in Sec. 6 of P.D. No. 1758 which amended P.D. No. 902-A otherwise known as the Securities and Exchange Commission Law. It provides -x x x x
Relative to its adjudicative authority, the SEC has original and exclusive jurisdiction to hear and decide controversies and cases involving -
(a) Intra-corporate and partnership relations between or among the corporation, officers and stockholders and partners, including their elections or appointments;
(b) State and corporate affairs in relation to the legal existence of corporations, partnerships and associations or to their franchises;
(c) Investors and corporate affairs, particularly in respect of devices and schemes, such as fraudulent practices, employed by directors, officers, business associates, and/or other stockholders, partners, or members or registered firms; as well as
(d) Petitions for suspension of payments filed by corporations, partnerships or associations possessing sufficient property to cover all their debts but which foresee the impossibility of meeting them when they respectively fall due, or possessing insufficient assets to cover their liabilities and said entities are upon petition or motu propio, placed under management of a Rehabilitation Receiver or Management Committee.
Section 6. The Prosecution and Enforcement Department shall have, subject to the Commission's control and supervision, the exclusive authority to investigate, on complaint or motu propio, any act or omission of the Board of Directors/Trustees of corporations, or of their stockholders, officers or partners, including any fraudulent devices, schemes or representations, in violation of any law or rules and regulations administered and enforced by the Commission, to file and prosecute in accordance with law and rules and regulations issued by the Commission; and in appropriate cases, the corresponding criminal or civil case before the Commission or the proper court or body upon prima facie finding of violation of any laws or rules and regulations administered and enforced by the Commission; and to perform such other powers and functions as may be provided by law or duly delegated to it by the Commission.From the foregoing, it is clear that the Securities and Exchange Commission, under its adjudicative jurisdiction, has the power to hear and decide controversies involving intra-corporate relations between and among members and officers of a corporation. The Prosecution and Enforcement Department was established as its adjudicative arm. As such, it is vested with the authority to investigate, on complaint or motu propio, any act or omission of the Board of Directors of corporations.
The PED can investigate violations of law, rules and regulations enforced by this Commission on complaint or motu propio x x x . And while the PED's powers and authority are merely investigatory, reportorial, recommendatory and prosecutory, it may likewise exercise such powers as may be delegated upon it by the Commission x x x .Lastly, petitioners argue that they were denied due process. Such allegation is totally bereft of any factual or legal support. Administrative due process requires notice and an opportunity to be heard before judgment is rendered. So long as the parties are given the opportunity to explain their side, the requirements of due process are satisfactorily complied with. In the case before us, it cannot be denied that both parties were given all the opportunity to explain their side. First, efforts were made to mediate and settle the case amicably. When this failed, the parties actively participated in the proceedings before the Prosecution and Enforcement Department. This definitely belies the claim of petitioners that they were denied due process.
The letter-complaint lodged by the appellees falls squarely within the jurisdiction of the Securities and Exchange Commission to hear and decide upon as provided for in PD No. 902-A, as amended. The same law does not prohibit the Commission from designating an officer or a division thereof to hear a case. Verily, therefore, the Commission can validly call upon any of its qualified departments to try a particular action including the PED to hear and make a preliminary ruling on the case. The questioned Resolution was cleared by the Commission en banc at a meeting held on May 26, 1992 thereby adopting it as its very own and thereby vesting unto that department power and authority to issue the same The approval of the Commission en banc of the issuance of the Resolution was the ultimate exercise of judgment of the Commission over the case.