The petitioner granted the respondent, a company incorporated in 1991 in Malaysia, with an authorised capital of RM100,000.00, a credit facility of RM150,000.00 at 12% interest per annum at monthly rest. It was alleged that by 30th June, 1995, the respondent owed the petitioner a sum of RM162,966.28 together with interest and costs. By a letter dated 28th July, 1995 (Exh. B) sent by the petitioner to the respondent a demand under section 218(2) of the Companies Act (hereinafter called "the Act") which reads as follows: [2]

" LML/go/P359/94/III 28 July 1995

Advanced Systems (Sarawak) Sdn Bhd

7782, Section 64,

Jalan Tun Razak

P O Box 3003

93758 Kuching

Dear Sir

Re: Account No: 81-30-00200-2

Overdraft Facility of RM150,000.00

Operative Limit of RM64,000.00

We act for and on behalf of Public Bank Berhad of No. 26 & 27, Jalan Tun Abang Haji Openg, 93000 Kuching, and do hereby demand payment of the sum of RM162,966.28 as at 30 June 1995, being the amount outstanding including accured interests at the rate of 11.35% per annum under the above mentioned account. Interests continues to accure thereon.

2. TAKE NOTICE that this letter is served as a Statutory Notice under Section 218(2) of the Companies Act 1965 and you are required to pay the sum hereby demanded or to secure or compound it to the reasonable satisfaction of our client within three (3) weeks from the date hereof, failing which, you are deemed to be unable to pay your debts which is a ground upon which YOU MAY BE WOUND UP BY THE COURT.

Yours faithfully,

c.c. client

(your ref: CSD/3067-2)"

The demand was served by registered post on the respondent at the registered address. The respondent failed to pay the debt as demanded, and on 16th October, 1995, the petitioner filed a petition to wind up the respondent on the ground that the respondent had failed to comply with a statutory demand, and therefore was insolvent and unable to pay its debts. [3]

The petition is supported by an affidavit verifying the petition of John Chua Kheng Chiew affirmed on 19th October, 1995, and an affidavit-in-opposition of Lawrence Yeo Chua Poh affirmed on 15th February, 1996.

At the hearing the learned Counsel for the respondent raised a preliminary objection that the petition to wind up was not served on the respondent at the registered address but it was personally served on the company's secretary, Miss Shirley Wan. In reply the counsel for the petitioner stated that as the respondent's registered address was empty or closed, the petition was served on the company's secretary personally, who acknowledged the receipt thereof. Section 350 of the Act provides:-

"A document may be served on the company by leaving it at or sending it by registered post to the registered office of the company."

The word used in section 350 is 'may' which is permissive and not peremptory mandate. In the instant case, the petition was not served at the registered address as it was closed, i.e. the company had moved out, and if the whereabout of the company is not known, it may be served on one of the officers of the company, e.g. its secretary. I hold that that service of the petition on the respondent's secretary is good and valid. The objection is overruled.

The granting of a winding up order is within the discretion of the court. In determining whether a winding-up order will be made, the court should look at the sufficiency of the allegations in the petition. In Tuan Hj. Ishak bin Ismail v. Leong Hup Holdings Bhd & Ors (1996) 1 MLJ 661 the court held that the primary facts set out in the petition if assumed to be true and the uncontested evidence taken as a whole must add up to the conclusion that it is imperative that the winding-up order be made. This was cited with approval by the Court of Appeal in Kok Fook Seng v. Juta Vila (M) Sdn Bhd (1996) 2 MLJ 666, where it states, at page 672 that: [4]

"Kok Fook Seng ('Kok') filed his petition on 21 September 1995. The heading indicates this is a petition under S