Manila court bars Acesite Hotel from holding stockholders meet

Acesite (Phils.) Hotel Corp. failed to hold its annual stockholders meeting yesterday as the Manila Regional Trial Court ruled that the person who scheduled the meeting was not authorized to do so.

Judge Artemio Tipon of the Manila RTC said the annual meeting called by lawyer Gaudencio Palafox should not take place since the latter has no authority to call a stockholders meeting.

Under the Corporation Code, only the corporate secretary and the Securities and Exchange Commission can compel a corporation to hold a stockholders meeting.

"When no meeting is called by the secretary as it appears in this case, the remedy of a stockholder is to seek the assistance of the SEC in accordance with Section 50 of the Corporation Code," Tipon said.

Sec. 50 states that "whenever there is no person authorized to call a meeting, the SEC, upon petition of a stockholder or member and on the showing of good cause, may issue an order directing petitioning stockholder or member to call a meeting."

It would be recalled that the Acesite group, the controlling owners of Manila Pavilion Hotel, had contested the sale of its 75 percent interest in the hotel to Waterfront Philippines Inc. (WPI), arguing they were not informed beforehand of the deal by Equitable PCI Bank.

WPI is the investment holding company for the hotel, leisure and tourism businesses of the Wellex Group of businessman William Gatchalian. Acesite had filed a civil case with the Makati RTC to protest the sale of the shares, which were pledged to EBC by virtue of a share mortgage dated Feb. 25, 1993.

It pointed out that it has not sold its shares and has no immediate intention of doing so.

Acesite Ltd. owns 74,889,231 shares or 75 percent of Acesite Philippines. These shares, however, have been pledged by Acesite Ltd. to secure certain loans granted by EBC to affiliated companies of the Sino-i.com group.

Acesite officials stressed that they are not aware that the said shares pledged to EBC have been foreclosed since the company has not received any notices of default nor foreclosure from the bank.

Manila Pavilion, which also houses the Casino Filipino, was previously managed by Holiday Inn, leaving the hotel operations to its owners Acesite Ltd. which is controlled by a group of British and Hong Kong businessmen thru Sino-i.com and Evallon

Investment Ltd., both listed at the Hong Kong Stock Exchange. The group controls 75 percent of Acesite Phils., which was formed after it took over Manila Pavilion in 1988 in partnership with the Delgado family.