Reva Khetrapal, J.

1. The present appeal is preferred against the order dated 13.02.2014 passed by the learned Single Judge in Company Application No.898/2013 of Company Petition No.136/2005 filed by the Respondent No.1 under Rule 9 read with Rule 29 of the Companies (Court) Rules, 1959.

2. The facts necessary for deciding the appeal are briefly delineated hereunder.

3. A Company Petition was filed by the Respondents alleging that the Appellant Company is liable to be wound up under Sections 433(c), (e) and (f) read with Section 434(1)(a) and (c) of the Companies Act, 1956 (hereinafter referred to as the “ Act”). The Respondents are admittedly shareholders of the Appellant Company and the Respondent No.1 also claims to be a creditor of the Company. By an order dated 16.02.2009, the learned Company Judge admitted the winding up petition and ordered the Appellant Company to be wound up, simultaneously appointing the Official Liquidator as Liquidator of the Company and directing him to take over all the assets and records. The Court also directed the citation to be published in the relevant newspapers.

4. Aggrieved by the aforesaid, the Appellant filed a Company Appeal being Company Appeal No.19/2009 before a Division Bench of this Court. The Division Bench, vide its order dated 07.01.2013, allowed the said appeal, set aside the order of the learned Company Judge dated 16.02.2009 and remanded the matter to the Company Judge with a direction that the Company Petition be disposed of in accordance with law. Liberty was also given to the Appellant Company to move an application under Rule 9 of the Companies (Court) Rules, 1959 within 7 days for dispensing with the issuance of citation.

5. In order to appreciate the reasons which prevailed upon the Division Bench in passing the aforesaid directions, we reproduce hereunder the relevant extract of the order of the Division Bench dated 07.01.2013 :

“The short question that arises in this appeal is whether the company court can order winding up of a company without ordering the petition to be advertised.

x x x x

3. Counsel for the appellant-company contends on the strength of the judgment of the Supreme Court in National Conduits (P) Ltd. v. S.S. Arora, (1967) 37 Com. Cases 786 that the procedure adopted by the learned company judge is unsustainable and that an order for winding up cannot be passed before publishing the advertisement. The contention appears to us to be sound. The judgment cited above lists the steps involved in ordering the winding up of a company under the supervision of the High Court. It was observed (@ page 788) : -

“When a petition is filed for winding up of a company under the supervision of the High Court, the High Court may :

(i) issue notice to the company to show cause why the petition should not be admitted; (ii) admit the petition, fix a date for hearing and issue notice to the company before giving directions for advertising; or (iii) admit the petition, fix the date for hearing, order advertisement and direct service upon those who are specified in the order. A petition for winding up cannot be placed for hearing before the court, unless the petition is advertised; that is clear from the terms of rule 24(2).”

The judgment refers to Rule 96 of the Companies (Court) Rules, 1959 framed by the court which states that when an application for winding up is presented it shall be posted before the judge in Chambers for admission and fixing a date for hearing and “for directions as to the advertisements to be published and the persons, if any, upon whom copies of the petition are to be served” and that the judge, if he thinks fit, direct that notice be given to the company before giving directions as to the advertisement of the petition. There is thus an opportunity to be provided to the company as contemplated by the rule.

4. It can still be argued that the opportunity to the company is required to be given only if the judge thinks it fit to do so and that in