Chong Siew Fai J:

[1] 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).

[2] The petitioner opposes the application.

[3] 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.

[4] 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.

[5] 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.

[6] 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 Hamzah-Kwong Hing, No 1, Leboh Ampang, 50100 Kuala Lumpur. Although in his affidavit affirmed on 31 October 1992, Sim Yong Pheng, a director of the company, stated that the registered office of the company was at the material time, "no longer there", there is no evidence that notice of the cancellation or change of the registered office of the company had been lodged with the Registrar of Companies as required under s 120(1) of the Companies Act 1965. Indeed it was admitted that this was not done. In the circumstance it is not open to the company to rely on the event of the cancellation or change against the petitioner, particularly so when it is not shown that the petitioner had knowledge of the cancellation or change at the marerial time. In other words, a company that has changed its registered office without notifying the Registrar of Companies as required by s 120(1) of the Companies Act 1965 cannot rely upon the cancellation or change to defeat a service that was properly effected at its former registered office, especially when the fact of the cancellation or change is not known to the petitioner at the time of the service. There is no change of the registered office until notice has been given, Ross v. Invergordon Distillers Ltd [1961] SC 286; Summit Company (M) Sdn Bhd v. Nokko Products (M) Sdn Bhd, [1985] 1 MLJ 68; [1985] CLJ (Rep) 304.

(1) Every petition shall, unless presented by the company, be served upon the company at the registered office of the company, and if there is no registered office, then at the principal or last known principal place of business of the company, if can be found, by leaving a copy with any member, officer, or servant of the company there, or in case no such member, officer or servant can be found there, then by leaving a copy at the registered office or principal place of bus