Restoration of struck-off company preserves reassessment notice validity despite prior dissolution and limits locus standi challenges.

Restoration of a struck-off company under section 252(3) of the Companies Act, 2013 places it as nearly as possible in the same position as if its name had not been struck off, so its liabilities and pending proceedings continue. A writ petition challenging a section 148 reassessment notice failed where it was filed by a director in his individual capacity, while the company itself had not challenged the notice or the restoration order; the challenge was therefore not maintainable and had become infructuous. The notice was not rendered invalid merely because it had been issued while the company stood struck off, as restoration related back and preserved the company's existence for the reassessment proceedings.

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Issues: (i) whether the writ petition challenging the reassessment notice survived after the company's name was restored to the register of companies, and whether the petitioner had locus standi to maintain the petition; (ii) whether a notice issued under section 148 of the Income-tax Act, 1961 in the name of a company that had been struck off from the register was rendered invalid by the subsequent restoration of the company.

Issue (i): whether the writ petition challenging the reassessment notice survived after the company's name was restored to the register of companies, and whether the petitioner had locus standi to maintain the petition

Analysis: The company had been restored by the Tribunal under section 252(3) of the Companies Act, 2013. On restoration, the company is placed in the same position as if its name had not been struck off. The challenge was brought by the director in his individual capacity, while the company itself had not challenged either the notice or the restoration order. In these circumstances, the petitioner's own challenge was not maintainable, and the proceeding had also become infructuous.

Conclusion: The issue was decided against the petitioner.

Issue (ii): whether a notice issued under section 148 of the Income-tax Act, 1961 in the name of a company that had been struck off from the register was rendered invalid by the subsequent restoration of the company

Analysis: Section 252(3) of the Companies Act, 2013 provides that on restoration the company is to be placed as nearly as may be in the same position as if its name had not been struck off. Section 250 and section 248(7) of the Companies Act, 2013 also preserve the company's continuing liabilities after dissolution. The judgment further relied on the corresponding position under section 560(5) of the Companies Act, 1956 and the principle recognised in the cited Supreme Court authority that liabilities and proceedings concerning a struck-off company are not defeated merely because of dissolution. Accordingly, the restored company was deemed to be in existence for the relevant purpose, and the reassessment notice could not be treated as non est on the ground urged.

Conclusion: The notice was held valid and not invalid on the ground that it had been issued when the company was struck off.

Final Conclusion: The petition was rejected, the reassessment notice was upheld, and costs were imposed on the petitioner.

Ratio Decidendi: Restoration of a struck-off company under section 252(3) of the Companies Act, 2013 relates back so as to place the company in the same position as if it had not been struck off, thereby preserving its continued existence and liabilities for proceedings such as reassessment under the Income-tax Act, 1961.

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