In the Matter of D'Riya Bus Liner, Inc., et al.

August 18, 2014 SEC CRMD IN THE MATTER OF D'RIYA BUS LINER, INC., HGA SHIPPING LINES, INC., JOPAL LAND ESTATE CORP. & SAN CHANG EXPORT/IMPORT, INC. FOR : Revocation of Certificate of Incorporation for Violation of the CorporationCode and the SECRules and Regulationson Reportorial Requirements ORDER WHEREAS, the records of this Commission show that the following corporations registered through and under the monitoring jurisdiction of SEC Zamboanga Extension Office failed to submit reports within the prescribed period as required by the Corporation Code and the prevailing rules and regulations on reportorial requirements of this Commission: 1) D'RIYA BUS LINER, INC., registered on October 22, 2002 under SEC Registration No. CS200258102, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2003-2014 Financial Statements 2003-2013 2) HGA SHIPPING LINES, INC., registered on March 6, 2000 under SEC Registration No. G20000051, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2002-2014 Financial Statements 2001-2013 3) JOPAL LAND ESTATE CORP., registered on December 27, 2002 under SEC Registration No. CS200262632, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2003-2014 Financial Statements 2003-2013 4) SAN CHANG EXPORT/IMPORT, INC., registered on June 30, 2000 under SEC Registration No. G200000130, failed to submit reports based on records of this Commission Requirements Not Filed Filed Late General Information Sheet 2004-2014 Financial Statements 2003-2013 WHEREAS, Section 141 of the Corporation Code requires every corporation to submit its annual reports, such as General Information Sheet and the Financial Statements, to the Commission, thus: "Every corporation, domestic or foreign, lawfully doing business in the Philippines shall submit to the Securities and Exchange Commission an annual report of its operations, together with a financial statement of its assets and liabilities, certified by any independent certified public accountant in appropriate cases, covering the preceding fiscal year and such other requirements as the Securities and Exchange Commission may require. Such report shall be submitted within such period as may be prescribed by the Securities and Exchange Commission." STcEIC WHEREAS, continuous non-filing of reports may be construed a continuous inoperation of a corporation; WHEREAS, Section 22 of the Corporation Code states that continuous inoperation of a corporation for a period of at least five (5) years is a ground for revocation of its Certificate of Incorporation, thus: "If a corporation does not formally organize and commence the transaction of its business or the construction of its works within two (2) years from the date of its incorporation, its corporate powers cease and the corporation shall be deemed dissolved. However, if a corporation has commenced the transaction of its business but subsequently becomes continuously inoperative for a period of at least five (5) years, the same shall be a ground for the suspension or revocation of its corporate franchise or certificate of incorporation . This provision shall not apply if the failure to organize, commence the transaction of its businesses or the construction of its works, or to continuously operate is due to causes beyond the control of the corporation as may be determined by the Securities and Exchange Commission." WHEREAS, the Commission, through SEC Zamboanga Extension Office, sent individual show cause letters to subject corporations directing them to submit the required reports and to settle its corresponding penalties for their non-compliance with reportorial requirements; WHEREAS, after a considerable period of time after sending of notices to the subject corporations, the same remain unheeded; WHEREAS, the Commission received certification from the postmaster and contracted messenger informing that the subject corporations are either cannot be found on the their reported addresses, have moved-out therefrom or were duly served with the show cause letters; WHEREAS, Section 5 (m) of Republic Act No. 8799, also known as the Securities Regulation Code, and Section 6 (l) of Presidential Decree No. 902-A, as amended, vest the Commission with the authority to revoke, after proper notice and hearing, the Certificate of Registration of corporations upon any of the grounds provided by law including the following: (4) Continuous inoperation for a period of at least five (5) years; and (6) Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period. WHEREAS, considering the failure of the corporation to file the required reports for at least five (5) years, the Commission finds sufficient grounds to revoke the Certificates of Incorporation of subject corporations; WHEREFORE, the Certificates of Incorporation of D'RIYA BUS LINER, INC., HGA SHIPPING LINES, INC., JOPAL LAND ESTATE CORP. and SAN CHANG EXPORT/IMPORT, INC. are hereby REVOKED based on Sections 22 and 141 of the Corporation Code of the Philippines and rules and guidelines on reportorial requirements of this Commission. Accordingly, let a copy of this Order be attached by the Corporate Filing and Records Division of this Department to the records of subject corporation and the "revoked" status be entered in the Commission's database. SO ORDERED. Mandaluyong City, Philippines. August 18, 2014. CHcESa (SGD.) FERDINAND B. SALES Director Company Registration and Monitoring Department Securities and Exchange Commission