(Under Section 252(3) of the Companies Act, 2013)

In the matter of:

M/S. HAMPTON PROJECTS AND HOSPITALITY PVT LTD.

MEMO OF PARTIES:

MR. SAJI K. THOMAS S/o K. A. Thomas, Harmony, 28/2767 (PSRA

129), Ponneth South Road, Chilavannoor, Ernakulam - 682 O2O, … Appellant -Vs REGISTRAR OF COMPANIES, KERALA, Company Law Bhawan, First Floor, BMC Road, Thrikkakara P.O., Ernakulam, Kochi – 682 021.

… Respondent Order delivered on: 11.12.2023 Coram:

Hon’ble Member (Judicial) : TMT. Justice T Krishna Valli Hon’ble Member (Technical) : Shri. Shyam Babu Gautam Appearances:

For the Appellant : Mr. P.E. Thomas, Mr. Anish Raj O U, Dr. Abhilash O U, Advocates For the Respondent : Ms. Bindu Vergis, AROC

O R D E R

Per: Shyam Babu Gautam, Member (Technical)

1. This Company Appeal has been filed by Mr. Saji K. Thomas, Power of Attorney holder of M/s. Hampton Projects and Hospitality Pvt. Ltd. (hereinafter ), with Corporate Identity Number U70100KL2009PTC025158 under Section 252(3) of the ‘Company’

Companies Act, 2013 for restoration of name of the Struck off Company in the Register of Companies, maintained in the office of the Registrar of Companies, Kerala. It is stated that the name of the Company was struck off vide STK-7 Notice on 19^th October, 2019.

2. The averments made by the Appellant are summarized as under:

i. The Company was incorporated on 14.12.2009 with CIN:

U70100KL2009PTC025158 as a Private Limited Company, limited by Shares with Registrar of Companies Kerala, having its registered office at 12/232-C, Edappally, Pookattupady Road, Vadicode P.O., Kalamassery, Ernakulam, Kerala, Kochi - 682 021. The authorised, issued, subscribed and paid up capital of the Company is Rs.1,20,000/-. The main objects of the Company are (i) to carry on the business of acquiring land and buildings by way of purchases, lease, rentals or through development agreements and construct buildings for hotels, motels, resorts or any other buildings on a turnkey basis and sell such buildings to customers as a project and (ii) to carry on business in hospitality industry by way of leasing or renting of hotels, motels, and resorts of any category, and operate the same or to rent or lease out such hotels, motels or resorts.

ii. The appellant stated that the company is at present managed by three directors Shri. Jayaprakash Koyombron Pannian [DIN: 02859827] Shri. Somasundaran Peedikapararmbil [DIN:02859850] and Shri. Noushad Valiyamadathummal Aramullan [DIN: 02859914]. Out of the three directors, Shri. Somasundaran Peedikaparambil is appointed as the Managing Director of the company.

iii. The name of the company was struck off by the Respondent due to defaults in statutory compliances, namely, failure to file Financial Statements and Annual Return for the FY 2015-16, 2016-17, 2O17-18, 2018-19, 2019-20 and 2O20-21. Consequently, the ROC initiated proceedings under Section 248 of the Companies Act, 2013.

iv. The Appellant stated that the company has been active since its incorporation and has also been maintaining all the requisite documentation, as per the provisions of the Companies Act, 2013 till the FY ended in 31st March, 2015. Thereafter, the Managing Director, Shri. Somasundaran Peedikaparambil and other directors were on foreign tour as part of their business and are currently residing overseas. In his absence the affairs of the Company were carried out by Mr. Sunish Nair who was Manager Accounts. Since the newly appointed manager was not a person who is not well versant of the Company Law matters the company failed to file the returns from the year 2016 to 2O21. The notices which were issued by ROC have not been actually received by the company as the Directors were abroad and the Manager did not refer to the respondent’s website due to ignorance. Also, the notice of order contemplated in Section 248 purported to have been issued has not been served on the company or its officers.

v. The Appellant states that the Directors now propose to restart the activities of the Company. It i