VYSYA BANK LIMITED Vs. N R

JUDGEMENT

(1.) THIS is a petition under sections 433, 434 and 439 of the Companies Act, 1956 for winding up of the Company Randhir Steel and Alloys (P) Limited which has its registered officer at 30/21, Jambulwadi 1st Floor, Kalbadevi Road, Bombay-400 002. It is undisputed that unless the petitioners show that the petitioners have complied with the provisions of Clause (a) of sub-section (1) of section 434 of the Companies Act, they will not succeed in this petition. The relevant portion of section 434 (1) (a) reads as follows :

(2.) MR. Shah, on behalf of the petitioners, submits that in the present case the company did not have any functioning office at the place shown as its registered office inasmuch as that place has remained closed. However, section 434 of the Companies Act does not require that there should by any functioning office. All what that section says is that the demand should be delivered at the registered office of the company. That has not been done.

(3.) MR. Shah submitted that the provisions of section 434 are there for the benefit of the company and the company can waive that benefit. He points out the analogy of section 527 of the Bombay Municipal Corporation Act in regard to which it has been held that the Municipal Corporation can waive the notice. Now, as regards the said section 527 there should be a cause of action independent of section 527 and "waiver" means that a suit on that cause can be filed without notice under section 527. In our case the liability or deemed inability of the company to pay its debts arises by compliance of the requirements laid down in the above extracted portion of section 434 and that is the basis of this company petition, and therefore there is no question of waiver.