NCLT Guwahati restores struck-off company based on proof of continuing business and assets

The National Company Law Tribunal, Guwahati Bench, in Azizur Raja Rahman Vs Registrar of Companies, has ordered restoration of the name of S P Investment and Development Company Private Limited to the Register of Companies. The decision, rendered under Section 252(3) of the Companies Act 2013, clarifies how a company struck off long ago can still be revived where it can demonstrate continuing business operations, ownership of assets, and subsisting stakeholder interest, despite severe and prolonged non-compliance in filing statutory returns.

The company’s name had been removed by the Registrar of Companies, North Eastern Region, on 05.07.2011 under Section 560(5) of the Companies Act 1956. The petition, moved by a director-cum-shareholder holding 16.66% of the paid-up capital, sought not just restoration of the company’s name but also change of status to “Active” and various consequential reliefs such as waiver of fees and immunity from prosecution. While the Tribunal allowed restoration, it firmly rejected any waiver of statutory dues or immunity from legal consequences.

Background of the company and petition

Incorporation and shareholding

S P Investment and Development Company Private Limited was incorporated on 02.12.1988 under the Companies Act 1956 with:

  • Authorised share capital: Rs. 10,00,000/- divided into 1,000 equity shares of Rs. 1,000/- each
  • Paid-up share capital: Rs. 60,000/- divided into 60 equity shares of Rs. 1,000/- each

At the time of incorporation, the Board of Directors comprised:

  • Azizur Raja Rahman
  • Zonab Ali
  • Khonga Ram Rabha (since deceased)

The petitioner, Azizur Raja Rahman, continued as director-cum-shareholder holding 10 equity shares (16.66%) and asserted that the subscriber sheet had remained unchanged throughout.

Discovery of strike-off and reliefs sought

According to the petitioner, he came to know about the strike-off only on checking the master data on the MCA-21 portal, where the company’s status appeared as “Struck Off”. On verification, he found that:

  • The RoC, Shillong had passed an order dated 05.07.2011 under Section 560(5) of the Companies Act 1956 striking off the company’s name and treating it as dissolved.

Invoking Section 252(3) of the Companies Act 2013, the petitioner approached NCLT seeking, among others:

  1. Restoration of the company’s name in the Register maintained by RoC, North Eastern Region.
  2. Rectification of master data by changing status from “Struck Off” to “Active”.
  3. Waiver of costs, penalties, fees and other financial charges in connection with restoration.
  4. Permission to regularise all pending filings without additional fees, penalties or fines.
  5. Complete immunity from any proceedings or penal action for non-compliances during the strike-off period.

The petitioner also relied upon the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), undertaken to complete pending compliances if restoration was granted.

Petitioner’s case: company was operational and not defunct

Claim of no notice and lack of abandonment

The petitioner asserted that:

  • No notice under Section 560(1) or Section 560(4) of the Companies Act 1956 was ever received by the company or its directors.
  • Non-filing of annual returns and financial statements was neither wilful nor with an intention to desert the company.
  • The shareholders had never resolved to wind up the company or to get its name voluntarily removed.

Therefore, the strike-off, according to the petitioner, could not be justified merely on the basis of default in filing documents.

Evidence of business operations and assets

The petitioner emphasised that the company was not dormant at the time of strike-off and relied on several factors:

  1. Ownership of immovable property

    • The company is the lawful owner of land measuring two bighas in Goalgaon village, West Garo Hills, Meghalaya, covered by Patta No. 66 and Dag No. 118.
    • Land records (Jamabandi) continue to show the company as owner, indicating that it held significant assets at all material times.

  2. Active bank account and financial transactions

    • The company maintained an operational current account with UCO Bank, Tura Branch.
    • Bank statements and a certificate from UCO Bank showed the account was maintained at least as of 24.06.2009 and remained functional, with regular transactions.

  3. Trade registration and licences

    • Trade Registration Certificate (Registration No. 33/2009-10) dated 17.06.2009 issued by Maynaguri Gram Panchayat with fee receipt.
    • Trade Licence dated 31.12.2010 issued under the Assam Panchayati Raj Act 1994 for FY 2010-11 in the name of the company.
    • No Objection Certificate dated 05.02.2010 permitting the company to open a franchise office at Mirza (College Road), PS: Palasbari, Kamrup (Rural), Assam.

These contemporaneous documents were produced to demonstrate that, in the period immediately before strike-off, the company was conducting business and expanding operations.

Future intent and economic relevance

The petitioner stated on affidavit that upon restoration: