Mandatory statutory notice for winding up must be strictly served before deemed inability to pay debts can arise.

A winding up petition based on deemed inability to pay debts failed because the statutory notice requirement was mandatory and had to be strictly satisfied before the legal fiction could arise. The notice was not shown to have been served at the company's registered office, so the relevant deeming provision could not operate. The material also did not support conversion of the matter into a winding up case on the just and equitable ground. The petition was therefore not maintainable on the pleaded basis and was rejected.

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Issues: Whether a winding up petition could proceed on the basis of a notice not addressed to the company's registered office and whether the petition could nonetheless be admitted on a just and equitable ground.

Analysis: The requirement of notice under the statutory deeming provision was treated as mandatory, and the conditions for invoking the legal fiction had to be strictly satisfied before inability to pay debts could be inferred. The court relied on the principle that a deeming provision cannot operate unless every prescribed condition is fulfilled. On the facts, the notice was not shown to have been served at the registered office, and clause (b) of the relevant provision was inapplicable. The material also did not justify treating the case as one for winding up on the just and equitable ground.

Conclusion: The petition for winding up was not maintainable on the pleaded basis and was rejected.

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