Accor Services Pvt. Ltd. v. Accor Services Participation

1. The present petition is filed by invoking the provisions of Sec. 111(4)(a) and (b) of the Companies Act, 1956 praying this Bench to grant reliefs as prayed in para 22 of the petition. Shri Bharat Shah, Learned PCS appearing on behalf of the petitioner narrated the facts which led to file the present petition. He submitted that at present there are two shareholders in the Company i) Accor S.A France holding 2,04,56326 Equity share and ii) Shri Ganesh Hospitality Pvt. Ltd. 12,54,960 Equity shares. The company in its board meeting held on 09.12.2005 had approved to transfer 3,69,100 shares fully paid-up from Shri Ganesh Hospitality Survives to Accor Services Participation (ASP). The Company made application to FIPB for seeking approval for the transfer of shares. The Board of Directors approved the said transfer of shares. Pursuant to the Board resolution dated 29.06.2007 the company entered the name of ASP as member in the register of member by recording transfer of 3,69,100 equity shares. Accordingly Annual Return for the year 2007 and 2008 filed with ROC showing ASP as member. The Board of Directors noted that the name of ASP in the ROM was inadvertently entered pursuant to Board resolution dated 29.06.2007 as stated supra, when the said resolution was subject to receipt of payment from ASP (transferee) to Shri Ganesh (transferor). Therefore the company decided to seek relief from this bench for seeking necessary direction regarding rectification of ROM and share ledger of the company by deleting the name of Accor Services Participation (ASP) as a member with effect from 29.06.2007 and entering the name of Shri Ganesh holding 12,54,960 equity shares and also to correct in the annual returns for the year 2007 and 2008.

2. It is submitted that the Company has furnished no objection letters from ASP as well as shri Ganesh for the said rectification. Heard the Learned PCS and perused the documents. It seen from the enclosures that the Accor Services Pvt. Ltd. vide its letter conveyed the no objection for seeking necessary order/direction from this Bench regarding rectification of ROM and Share Ledger of the Company by deleting the name of Accor Services Participation (ASP) as member holding 3,69,100 of Rs. 10/- each with effect from 29.06.2007 under folio No. 9 and simultaneously cancel the entry of the said transfer of shares from Shri Ganesh Hospitality Services Pvt. Ltd. as appearing under Folio No. 6 effect from 29.06.2007 thereby the ASP would be ceased to be a member and Shri Ganesh continue to hold its existing holding of 12,54,960 Equity Shares with effect from 29.06.2007 In view of the no objection from the Transferee, the Company is hereby directed to rectify the registrar of its member by deleting name of ASP in respect of 3,69,100 shares with effect from 29.06.2007 and insert the name of Shri Ganesh as existing holding of 12,54,960 Equity Shares with effect from 29.06.2007 and issue the necessary share Certificate reflecting the above shares to Shri Ganesh and pay all the benefits accrued thereon. The Company may also take appropriate action before the ROC for rectification showing the name of Shri Ganesh as shareholder to the extent of 12,64,960 equity shares with effect from 29.06.2007 in the Annual Returns and the ROC is hereby directed to make necessary corrections in the records. With the above direction CP is disposed off.