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TMI Blog2003 (2) TMI 324X X X X Extracts X X X X X X X X Extracts X X X X ..... ated 18-12-2001 which was sent by post to the registered office of the company at New Colony, Aam Ghat, Ghazipur, as well as to its old registered office located earlier at 14/44 Prag Narain Road, Lucknow. Notices were issued by this Court to the respondent-company to show-cause as to why the company petition be not advertised under rule 24 of the Companies (Court) Rules, 1959. Steps were taken and notices were issued to the respondent-company at its registered office at Aam Ghat, Ghazipur, on 20-2-2002. Notices were returned back with endorsement that there is no hotel in the area and thus returned. On 16-4-2002, the Court noticed the aforesaid report and on the request of counsel for petitioner permitted fresh steps, both by registered post as well as by publication. It was made clear in the order that the publication is only to avoid service and is not by way of advertisement under rule 24. The publication was required to be made in Pioneer published in English from Lucknow within a month. 4. Fresh steps were taken and notices were sent again on 24-4-2002 by registered post fixing 21-5-2002. Once again, these notices of registered post were returned back unserved with the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at no notice whatsoever has been sent to directors residing at Bombay, nor any publication was made in any newspaper having circulation at Bombay. In paragraph 9, it has been stated that the addresses of all the directors have been mentioned in the agreement dated 28-3-2000 on which reliance has been placed by the petitioner, but they have deliberately avoided to serve notice upon directors on the addresses mentioned in the agreement, nor any registered notice was sent or served at the registered office of the company. In paragraph 10, it has been stated that the alleged loan agreement dated 28-3-2002 has been signed by Mr. Raj Narain Singh, one of the directors of the company, in his individual capacity, as the company has not passed any resolution empowering him to enter into agreement or to obtain loan from a private party. The agreement has not been ratified by the Board of Directors, nor does it bear the common seal of the company and thus the company or its directors cannot be bound by the terms and conditions of any agreement entered into by Raj Narain Singh in his individual capacity. 6. In the counter affidavit, it has been stated that Sri P.K. Singh who has filed affi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceipt of notice, a letter of demand dated 26-6-2001 stating that the matters pertaining to Shekhraj Hotels (P.) Ltd. are looked after by his father-in-law, Sri Raj Narain Singh, who had gone to Bangalore and she will inform on his return about payment of loan. It is immaterial and of no consequence that general powers of attorney were executed by all other directors in favour of Sri Raj Narain Singh and utilisation of money held for the business of the company. 7. In rejoinder affidavit of Sri P.K. Singh, it has been stated that deponent P.K. Singh is director of company in proof of which he has annexed Form No. 32 dated 27 December, 2001, presented by Raj Narain Singh, intimating the Registrar of Companies about the appointment of Sri Pravin Kumar Singh as the director of company with effect from 1-8-2001. It is further alleged that on 27-11-2001, a notice fixing 26-12-2001 was issued for holding extraordinary meeting for shifting the registered office from New Colony, Aam Ghat, Ghazipur, to 292-S-116, Englishia Line, Varanasi, and that, on the same, [date ?] a special resolution was passed to which particulars, relating thereto, were submitted to the Registrar of Companies, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... returned unclaimed. 10. Before filing the winding up petition, an effort was made to find out the exact location of the registered office of the company. In paragraph 3 of the company petition, it was stated that the office was earlier situate at Plot No. 292-S-21/116, Englishia Line, Sikraul, Varanasi, which was later on shifted to 14/44, Prag Narain Road, Lucknow, and upon the inspection of records of the company on 3-12-2001, petitioners have come to know that the company has shifted its registered office to New Colony, Aam Ghat, Ghazipur. The respondent-company filed intimation dated 9-12-2000 in Form No. 18 under section 146 of the Companies Act. A specific averment was made that the company has not filed any intimation of any further change in the registered address. 11. Sri Shashi Nandan, learned Counsel appearing for applicant respondent-company, on the other hand, submits that the demand notice, statutory notice and thereafter, company petition were filed giving wrong address as the correct address of the registered office of the company on the date of filing of the company petition was at 292-S-21/116, Englishia Line, Varanasi and thus the Court could not presume ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idavit, it appears that whereas the resolution was passed on 26-12-2001, Form No. 18 was prepared on 27-11-2001 and filed on 15-1-2002, along with the receipt of cash deposit of Rs. 500 with the Registrar of Companies on 20-11-2002. The intimation on special resolution in Form No. 23 was also given on 20-11-2002. Section 51 of Companies Act provides for service of documents on company. A document may be served on a company or an officer thereof by sending it to the company or officer at the registered office of the company by post under a certificate of posting or by registered post, or by leaving it at its registered office. Section 147 of the Companies Act provides that every company shall paint or affix its name and address of its registered office and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in letters easily legible, the company shall have its name and the address of its registered office mentioned in legible character in all its business letters, in all its bill heads and letter paper, and in all its notices and other official publications and that in breach thereof, such officer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 15. There is nothing on record to show the reasons for which the registered office of the company was shifted every year, or that the respondent-company had informed creditors including petitioners, with regard to the change of this registered address. The certified copies of Form No. 18 and Form No. 32 filed with supplementary rejoinder affidavit show that it was registered on 20-11-2002. The resolution was thus registered by Registrar of Companies after the company was wound-up. Further, I find that in the application to recall the order dated 9-8-2002, the respondent-company has not given the source of information about the winding-up proceedings. English newspaper Pioneer and Hindi newspaper Aaj have wide circulation in Varanasi. In the circumstances, I find that the respondent-company was served and had full knowledge of the proceedings of winding up and that as soon as winding up order was made on 9-8-2002, he filed application on 10th September, 2002, to recall the order. 16. On merits, it has not been denied that the amount taken as loan was not credited to the account of company. Sri Raj Narayan Singh was the director of the company and could represent the comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
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