Registered-office service and admitted debt justified winding up where the company had ceased business operations.

Service of a winding-up notice sent to the company's registered office was treated as sufficient because statutory service rules and the presumption of service applied, and the mere endorsement that the addressee had left did not displace that presumption. The company's liability was also established by an acknowledged outstanding balance, an e-mail undertaking to clear the dues, and the absence of any defence disputing the debt. Cessation of business further supported the conclusion that winding up was just and equitable. On these facts, the winding-up petition succeeded and consequential directions followed.

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Issues: (i) Whether service of statutory notice was sufficient to satisfy the requirement under the winding-up provisions. (ii) Whether the respondent-company was unable to pay its debts and was liable to be wound up on that basis and on the just and equitable ground.

Issue (i): Whether service of statutory notice was sufficient to satisfy the requirement under the winding-up provisions.

Analysis: The notice was sent to the registered office address of the respondent-company. Service at the registered office is recognised under the Companies Act and the presumption of service under the General Clauses Act applies when a communication is duly addressed and posted. The endorsement showing that the addressee had left did not rebut the statutory presumption, especially when the same address was the registered address and there was no effective rebuttal from the respondent.

Conclusion: Service of notice was held sufficient and the objection to maintainability failed.

Issue (ii): Whether the respondent-company was unable to pay its debts and was liable to be wound up on that basis and on the just and equitable ground.

Analysis: The debt was supported by an acknowledgment of the outstanding balance and an e-mail undertaking to clear the dues. No objection or defence was filed to dispute the liability. The earlier statement recorded by the Court also showed that the respondent-company had stopped business operations long back. On these facts, the statutory grounds of inability to pay debts were made out, and the cessation of business made winding up just and equitable.

Conclusion: The respondent-company was found unable to pay its debts and liable to be wound up.

Final Conclusion: The winding-up petition succeeded, and the company was ordered to be wound up with consequential directions for publication and appointment of the Official Liquidator.

Ratio Decidendi: A winding-up notice sent to the registered office is sufficient when statutory service provisions and the presumption of service apply, and an admitted unpaid debt coupled with cessation of business establishes grounds for winding up.

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