2000 (12) TMI 843 - HC - Companies Law

Summary

Issues Involved:
1. Validity of the notice issued under section 434 of the Companies Act.
2. Compliance with the service of process as per the Companies (Court) Rules, 1959.
3. Address discrepancies and their impact on the winding-up order.

Issue-wise Detailed Analysis:

1. Validity of the Notice Issued Under Section 434 of the Companies Act:
The principal submission by the applicant's counsel was that the notice issued under section 434 was invalid as it was sent to an incorrect address, not the registered office of the company. The applicant's registered office had moved from Commander-in-Chief Road to Irungattukottai SIPCOT Industrial Park, Sriperumbudur, and this change was communicated to the Registrar of Companies. The respondent, despite knowing the correct address, sent the notice to the old address. The court acknowledged that the registered office was indeed changed and recorded by the Registrar of Companies, making the notice invalid under section 434.

2. Compliance with the Service of Process as per the Companies (Court) Rules, 1959:
The court emphasized the mandatory nature of service under rule 28 of the Companies (Court) Rules, 1959, which requires serving the petition at the registered office of the company. The respondent failed to comply with this rule, as the petition was sent to an outdated address. The court noted that proper service is crucial, as winding up a company without due process can have severe consequences. The court found that the service of the petition was not in accordance with the prescribed rules, thus invalidating the winding-up order.

3. Address Discrepancies and Their Impact on the Winding-Up Order:
The applicant argued that the respondent was aware of the new registered office address but still used the old address in the notice and advertisements. The court observed that the respondent had previously communicated with the applicant at the new address, indicating awareness of the change. The court found that the respondent's failure to use the correct address led to improper service of notice. Consequently, the court set aside the winding-up order due to the incorrect address used for service, which did not comply with the mandatory requirements.

Conclusion:
The court concluded that the winding-up order dated 29-9-2000 was set aside due to the failure to serve the notice at the correct registered office address of the applicant-company. The application to set aside the order was allowed, and the company petition was restored to file. The court highlighted the importance of adhering to procedural rules for service to avoid severe consequences for the company. No costs were awarded.