Sufficient cause for recalling a winding-up order requires diligence and credible lack of notice; the application was rejected.

A final winding-up order will not be recalled without sufficient cause where the company had notice of the proceedings and the applicant failed to act diligently. The Delhi High Court noted that the company had been served, counsel had appeared in the winding-up petition, and newspaper citations had been published. The applicant's claim of ignorance was rejected because he was not in custody when the provisional order was made, and the record did not support lack of awareness. The Court also considered his position as founder director and largest shareholder, found no due diligence, and noted that no revival scheme had been filed. The application to set aside the winding-up order was therefore rejected.

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Issues: Whether the applicant had shown sufficient cause to recall or set aside the final winding-up order passed against the company.

Analysis: The applicant claimed that he was not impleaded in the company petition and was unaware of the winding-up proceedings because he was in custody during part of the relevant period. The record showed that the company had been served, counsel had appeared for it in the winding-up proceedings, and the citation had been published in newspapers. The applicant was not in custody when the provisional winding-up order was made, and the circumstances did not support his claim of ignorance. The Court also found that he had not acted with the diligence expected of a founder director and largest shareholder, and no revival scheme had been filed.

Conclusion: The applicant failed to establish sufficient cause for recall of the final winding-up order, and the application was rejected.

Ratio Decidendi: A final winding-up order will not be recalled in the absence of sufficient cause, particularly where the company had notice of the proceedings and the applicant failed to act with due diligence despite opportunity to oppose the winding up.

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