Dissolved company cannot sustain cheque dishonour proceedings after strike-off; post-dissolution notices and complaints fail.

Once a company is struck off under the Companies Act, 2013 and dissolved, it loses juristic personality; its certificate of incorporation is deemed cancelled, subject only to limited statutory purposes. On that basis, cheque transactions, legal notices and complaints pursued after dissolution could not sustain proceedings under Section 138 of the Negotiable Instruments Act, 1881, and ex-directors or authorised signatories could not continue operating the company's bank accounts unless the company was restored under Section 252. The Delhi HC therefore treated post-dissolution prosecution based on those acts as unsustainable and quashed the complaints, setting aside the order refusing dismissal.

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Issues: Whether complaints under Section 138 of the Negotiable Instruments Act, 1881 and the order refusing dismissal could be sustained when the complainant company had already been struck off and stood dissolved before the cheques, notices, and complaints were pursued.

Analysis: The company had been struck off under Section 248(5) of the Companies Act, 2013 and, on publication of the strike-off notice, stood dissolved. Under Section 250 of the Companies Act, 2013, a dissolved company ceases to operate as a company and its certificate of incorporation is deemed cancelled, save for limited statutory purposes. The Court accepted that once dissolved, the company lost its juristic personality and could not validly continue commercial dealings or criminal prosecution through ex-directors. The Government notification of 05.09.2017 was relied upon as reinforcing that ex-directors and authorised signatories of struck-off companies cannot operate bank accounts until restoration under Section 252 of the Companies Act, 2013. In these circumstances, the cheque transactions, legal notices, and complaints initiated after dissolution could not support proceedings under Section 138 of the Negotiable Instruments Act, 1881.

Conclusion: The complaints were held unsustainable and were quashed, and the order declining dismissal was set aside.

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