Chong Siew Fai J:

By a Notice of Motion dated 5 November 1992 the applicant, Golden Hornbill Hotel Sdn. Bhd. (the Company) applies to set aside the winding-up order made against it on 25 September 1992 at the instance of the Mui Bank Berhad (the Petitioner).

The petitioner opposes the application.

The petition for the winding up of the company based on the ground of inability to pay its debt after demand, was taken out on 25 May 1992. The affidavit of service of one Suhairi bin Ujang shows that the petition was served by leaving a copy thereof at the registered office of the company. The relevant part of his affidavit affirmed on 27 July 1992 reads:

(2) I did on Tuesday 21st day of July 1992 serve a true copy of the petition dated 22 May 1992 on Golden Hornbill Hotel Sdn. Bhd. by leaving a copy of the said petition at the registered address at Suite No. 2001, 20th Floor, Wisma Hamzah- Kwong Hing, No. 1, Leboh Ampang, 50100 Kuala Lumpur.

The petition was heard on 25 September 1992 and the winding up order was made on the same day in the absence of any representative of the company.

The sole ground of the application, as contended for the applicant, is the service of the petition. It was submitted that the service was bad, ineffective and ought to be set aside.

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The evidence adduced clearly establishes that at all material times, more particularly at the time of the service of the petition, the registered office of the company, as shown on the record kept by the Registry of Companies, was Suite 2001, 20th Floor Wisma Service of process is an essential procedural step in Hamzah-Kwong Hing, No. 1, Leboh Ampang, 50100 properly constituted judicial proceedings. Its object is Kuala Lumpur. Although in his affidavit affirmed on 31 to give notice to the party who will or may be affected October 1992, Sim Yong Pheng, a director of the by the Court's judgment or order, so that he may be company, stated that the registered office of the com- aware of, and may, if he so wishes, to resist, that which pany was at the material time, "no longer there", there is sought against him. The courts are always cautious is no evidence that notice of the cancellation or change to see that a defendant or respondent is fully apprised of the registered office of the company had been lodged of the proceedings, if possible, before making any order with the Registrar of Companies as required under against him. Rule 25(1), therefore, though directory in s. 120(1) of the Companies Act 1965 . Indeed it was nature, ought to be properly and carefully adhered to. admitted that this was not done.

In the circumstance it In our instant case, the company had its registered office is not open to the company to rely on the event of the in Wisma Hamzah-Kwong Hing, No. 1, Leboh Ampang, cancellation or change against the petitioner, particu- Kuala Lumpur as is more particularly shown in the larly so when it is not shown that the petitioner had record kept by the Registry of Companies. Since the knowledge of the cancellation or change at the marerial petitioner chose to effect service of the petition by time. In other words, a company that has changed its leaving a copy thereof at the registered office, it must registered office without notifying the Registrar of be clearly established by evidence in the affidavit of Companies as required by s. 120(1) of the service or otherwise that at the time of leaving the copy Companies Act 1965 cannot rely upon the cancellation at the company's registered office, no member, officer or change to defeat a service that was properly effected or servant of the company could be found in the at its former registered office, especially when the fact registered office. Such evidence, however, is singularly of the cancellation or change is not known to the lacking. The affidavit of Yeoh Hock Thong affirmed on petitioner at the time of the service.

There is no change 4 November 1992 said no more than that the address of the regis