Actual notice and prima facie debt were enough to admit a winding up petition despite no proof of service at the registered office.

Actual notice of a winding up demand was treated as sufficient where the company had received the notice at its head office and did not dispute awareness of the claim; non-service at the registered office was not treated as fatal. On the admission stage, the court found a prima facie debt due from material including the company's own indemnity documents and subsequent payments, and held that the company had not satisfactorily displaced that showing. The petition was therefore admitted on the basis that the debt remained unpaid, with conditional payment directions and further advertisement to follow on default.

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Issues: (i) Whether non-service of the statutory notice at the registered office of the company defeated the winding up petition; (ii) whether the petitioner had established a debt due and the company's inability to pay so as to justify admission of the petition.

Issue (i): Whether non-service of the statutory notice at the registered office of the company defeated the winding up petition.

Analysis: The company had actual knowledge of the demand notice, receipt at its head office was evidenced, and the company did not deny awareness of the claim or object to the notice as defective. The purpose of notice being to apprise the company of the demand, the absence of proof of service at the registered office was treated as insufficient to reject the petition.

Conclusion: The objection based on alleged non-service at the registered office was rejected, in favour of the petitioner.

Issue (ii): Whether the petitioner had established a debt due and the company's inability to pay so as to justify admission of the petition.

Analysis: The petitioner's claim was supported by the creditor list annexed to the company's own indemnity document executed by the new management, and by subsequent payments that were prima facie consistent with liquidation of earlier dues. The company did not satisfactorily rebut the claim by showing that the payments were referable to other transactions or by displacing the prima facie authenticity of the relied-upon material. On the court's admission-stage practice in winding up matters, once a debt is satisfactorily shown, the petition is entitled to be admitted, while the ultimate question of winding up arises later.

Conclusion: The petitioner established a debt due and the company's refusal to pay constituted inability to pay, in favour of the petitioner.

Final Conclusion: The winding up petition was admitted, subject to conditional payment and further advertisement if default occurred.

Ratio Decidendi: In a winding up petition, actual notice of demand and a prima facie established debt are sufficient at the admission stage, and the petition will not fail merely because service at the registered office is not shown when the company had effective knowledge of the claim.

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