In the Matter of Magdalena Estate, Inc.

May 20, 2014 SEC CRMD IN THE MATTER OF MAGDALENA ESTATE, INC. SEC Registration No. PW-368 FOR : Revocation of Certificate of Incorporation for Violation of the CorporationCode of the Philippines and the SECRules andRegulations on Reportorial Requirements ORDER WHEREAS, the records of this Commission show that MAGDALENA ESTATE, INC., (hereafter referred to as the "corporation"), registered with the Commission on 01 March 1922 (with extension of term approved by the Commission on 16 March 1972) under SEC Registration No. PW-368, failed to submit the following as required by the Corporation Code of the Philippines and the SEC rules and regulations on reportorial requirements: Requirements Not Filed General Information Sheet 1996-2013 Financial Statements 1996-2012 Stock and Transfer Book Not Registered WHEREAS, Section 141 of the Corporation Code of the Philippines requires corporations to submit their annual reports to the Commission, such as, General Information Sheet and the Financial Statements, 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." WHEREAS, on 02 July 2013, the Commission sent a Notice of Conference to the corporation, directing it, through its officers or authorized representatives, to appear before the Commission and to show cause why it should not be penalized for non compliance with the Commission's reportorial requirements; WHEREAS, said Notice was unserved for the reason that the corporation has moved and left no address as evidenced by the return receipt with remark from the post office; AEcIaH WHEREAS, on 20 January 2014, the Commission personally served a second and final Notice of Conference to Mr. Rafael M. Fajardo a director of the same and was served on 28 January 2014 as evidenced by the affidavit of service executed under oath by the Commission's driver/messenger, Mr. Fernan Apring who served the same; WHEREAS, on 24 February 2014 or on the day of the conference, the corporation or any of its representatives failed to appear before the Commission. WHEREAS, Section 22 of the Corporation Code of the Philippines provides that continuous inoperation of a corporation for a period of at least five (5) years is a ground for suspension or revocation of its Certificate of Incorporation, to wit: "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 due to causes beyond the control of the corporation as may be determined by the Securities and Exchange Commission." WHEREAS, Section 5 (m) of Republic Act No. 8799, also known as the Securities Regulation Code and Section 6 (i) of Presidential Decree No. 902-A, as amended, vest the Commission with authority to revoke, after proper notice and hearing, the franchise or Certificate of Incorporation of corporations upon any of the grounds provided by law including the following: CcHDaA [4] Continuous inoperation for a period of at least five (5) years; [6] Failure to file required reports in appropriate forms as determined by the Commission within the prescribed period; WHEREAS, considering the corporation's failure to file the required reports within the prescribed period and its continuous inoperation for at least five (5) years, the Commission finds sufficient grounds to revoke its Certificate of Incorporation; WHEREFORE, in view of the non-submission of the required reports and continuous inoperation for at least five (5) years, the Certificate of Incorporation of MAGDALENA ESTATE, INC. is hereby REVOKED based on Section 22 and for violation of Section 141 of the Corporation Code of the Philippines and SEC rules on reportorial requirements. SO ORDERED. Mandaluyong City. May 20, 2014. (SGD.) FERDINAND B. SALES Director Company Registration and Monitoring Department Securities and Exchange Commission