Petition seeking company winding up dismissed due to improper service and lack of proof. Disputed document usage questioned.

The court dismissed the petition seeking winding up of the respondent company due to improper service of the statutory notice at the registered office, rendering the petition not maintainable. The court also found that the petitioners failed to prove the company's commercial insolvency under section 434(1)(c) and relied on a disputed document to circumvent the limitation period, weakening their case. The court emphasized that such disputes should be resolved through appropriate legal proceedings rather than summary winding-up proceedings.

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Issues Involved:
1. Maintainability of the petition due to improper service of statutory notice.
2. Validity of the statutory notice served.
3. Compliance with the registered office address change requirements.
4. Allegation of fabricated documents to circumvent the limitation period.
5. Determination of commercial insolvency under Section 434(1)(c).

Detailed Analysis:

1. Maintainability of the Petition Due to Improper Service of Statutory Notice
The petitioners filed a petition under sections 433, 434, and 439 of the Companies Act, 1956, seeking the winding up of the respondent company for its inability to pay dues. The respondent contested the petition, raising a preliminary objection regarding the maintainability of the petition, arguing that the statutory notice was not served in accordance with section 434 of the Companies Act. The court held that the service of the statutory notice at the registered office of the company is mandatory and the notice served at an incorrect address rendered the petition not maintainable.

2. Validity of the Statutory Notice Served
The court evaluated the statutory notice issued by the petitioners on August 16, 1997, which was sent to the respondent's address at 7/8, Roop Nagar, Delhi-110007. The respondent argued that the notice was invalid as the registered office had changed to Flat No. 203, Bhanot Trade Centre, Paschim Vihar, New Delhi, effective December 4, 1996. The court confirmed that the statutory notice was not addressed to the correct registered office, thus failing to comply with section 434(1)(a) of the Companies Act.

3. Compliance with the Registered Office Address Change Requirements
The respondent provided evidence of the change in the registered office address, including a letter from the Assistant Registrar of Companies and Form No. 18 filed on December 5, 1996. The court held that the effective date of the change was December 4, 1996, and not the date of registration by the Registrar of Companies. The court emphasized that the petitioners should have verified the registered office address before issuing the statutory notice.

4. Allegation of Fabricated Documents to Circumvent the Limitation Period
The respondent alleged that a letter dated May 9, 1995, shown by the petitioners as an acknowledgment of debt, was fabricated to avoid the limitation period. The court noted that the letter was not referred to in any previous proceedings or statutory notices and was presented only during the current petition. The court found the respondent's challenge to the document's authenticity to be bona fide and determined that such disputes should be resolved through appropriate proceedings, not summary proceedings.

5. Determination of Commercial Insolvency Under Section 434(1)(c)
The petitioners argued that even if the statutory notice was invalid, the court could still determine the company's inability to pay its debts under section 434(1)(c). However, the court found that the petition lacked specific pleadings regarding the company's commercial insolvency and contingent liabilities. The court reiterated that to invoke section 434(1)(c), the creditor must prove the company's inability to pay its debts, considering its commercial solvency and contingent liabilities. The petitioners failed to provide sufficient evidence or pleadings to support their claim under this provision.

Conclusion
The court dismissed the petition due to non-compliance with the mandatory requirements of section 434(1)(a) regarding the service of statutory notice at the registered office. Additionally, the court found that the petitioners did not adequately plead or prove the company's commercial insolvency under section 434(1)(c). The petitioners' reliance on a disputed document to circumvent the limitation period further weakened their case. The court concluded that the disputes raised required resolution through appropriate legal proceedings rather than summary winding-up proceedings.

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