JUDGMENT Satish Chandra, J. - The Court delivered the following Judgment - This petition prays that the Krishna Bharadwaj Cold Stores and General Mills Company (P.) Ltd., (hereinafter called the Company) may be wound up by the Court under provisions of the Companies Act, 1956. It has been filed by two persons, who claim to be the unpaid creditors of the Company. The Company came into existence on 25th of November, 1959 by incoporation under the Companies Act, 1956. Its registered office is situate in Bulandshahr within the State of Uttar Pradesh. The Company has a share capital of Rs. 5,00,000 and paid-up capital of Rs. 3,50,100. The Company has only eight shareholders of whom Kishan Chand, who was the owner of shares to the extent of 21 lacs, was the Chairman of the Board of Directors of the Company. The remaining seven shareholders are the Directors of this Company. Their names are Sheo Kumar, Ghamandi Lal, Narain Dutt, Radhey Lal, Chokhey Lal, Khamani Singh and Bal Mukand. Of these Sheo Kumar was the Managing Director of the Company. 2. It appears that the affairs of this Company were not conducted to the satisfaction of several of the Directors. The various Directors started making allegations against each other. Five of them, namely, Chamandi Lai, Narain Dutt, Radhey Lai, Chokhey Lal, and Khamani Singh filed a petition under sections 397 and 398 of the Companies Act, 1956, in this Court on 5th September, 1962. It was alleged that Sri Kishan Chand, the Chairman, and Sheo Kumar, the Managing Director, are mismanaging the affairs of the Company to their personal advantage and have excluded the other Directors from taking any part in the management and control of company. It was prayed that these two officials be removed from their office. On 22nd January, 1963, the various parties came to terms. They filed an application for compromise in this Court. The petition was on that very day decided in terms of the compromise. This compromise provided that the office of the Managing Director shall be abolished and a Sub-Committee consisting of Sheo Kumar, Ghamandi Lal and Chokhey Lal shall manage, supervise and administer the affairs of the Company, subject to the general control and supervision of the Board of Directors and that a Managing Committee shall be elected once every year by the Board of Directors. 3. 3. Babu Ram, petitioner No. 1, alleges that he as Karta of the joint family firm, Baburam Nathimal, supplied diesel oil, mobile oil, crude oil and grease to the Company under an agreement dated 14th of April, 1960 and that a sum of Rs. 13,363-89 nP. is due payable to him as balance of the running account for their price and that a sum of Rs. 5,061 is due to him as interest. He claims to be a creditor for a total sum of Rs. 18,324-89 nP. 4. Prakash Chand Sharma, petitioner No. 2, claims that he advanced a sum of Rs. 7,000 as loan to the Company and that this sum together with Rs. 760 on account of interest, is due payable to him. It is alleged by these persons that the Company has neglected to pay these debts in spite of service of several notices of demand. The petitioners further allege that the company is indebted to several other persons and has neglected to pay them and thus the company is unable to pay its debts within the meaning of sections 433 (e) and 434 of the Companies Act. 5. Sheo Kumar, one of the Directors of the Company has appeared and filed objections to the petition. Kishan Chand, the principal shareholder of this company initially appeared and filed objections to the winding-up petition. His objections were dismissed as he having been adjudicated an insolvent and his estate having vested in the Official Receiver, it was held that he has no locus standi to file the objection. The Official Receiver as representing the estate of Kishan Chand, appeared in this Court and has stated that he supports the petition for winding up. Five other directors of the Company, namely, Ghamandi Lal, Narain Dutt, Radney Lal, Chokhey Lal and Khamani Singh have also given notice that they support the petition for winding-up. 6. In his objection Sheo Kumar stated that Babu Ram, the first petitioner, did not make any supplies to the Company within three years of the institution of the petition and that his claim was barred by time. He also denied the liability to pay interest. 6. In his objection Sheo Kumar stated that Babu Ram, the first petitioner, did not make any supplies to the Company within three years of the institution of the petition and that his claim was barred by time. He also denied the liability to pay interest. He further pleaded that Babu Ram was asked to go into the accounts and settle them and that he was told that he would be paid in part from out of the earnings of the Company of 1963 and the balance from the earnings of 1964, that, therefore, there was no neglect or default on the part of the Company. The claim of Prakash Chand Sharma was denied. It was alleged that Sri Ram Gopal had manipulated this advance of Rs. 7,000 falsely. He had in his possession large sums of the Company's money and from out of them he has shown this advance of Rs. 7,000 benatni in the name of Sri Prakash Chand and as such nothing is due to this petitioner. He asserted that the Company is commercially solvent and is capable of paying its just liabilities. 7. Learned Counsel for the parties agreed that the following two issues alone be framed : 1. Whether the petitioners are the creditors of the Company and are entitled to maintain the petition ? 2. Whether the Company is unable to pay its debts and is liable to be wound up ? FINDINGS. 1. Issue No. 1.-Babu Ram, the first petitioner, has appeared in the witness box to support his claim. He has stated that he supplied diesel oil etc., etc., to this Company wider an agreement, dated 14th of April, 1960 (Exhibit 1) entered into by him with the Company. He has also proved the statement of account, dated 13th September, 1961 of the various supplies made by him to the Company between 30th of March, 1961 till 23rd of August, 1961 (Exhibit 14-A). Within this period goods worth Rs. 26,638.98 P. were supplied. He stated that out of this amount a sum of Rs. 13,263-89 P. alone is due. The rest has been paid by the Company. On 11th January, 1962 Ram Gopal Sharma, the Manager of the Company gave a signed statement of account (Exhibit 2) showing a balance of Rs. 13,263.89 P. and stating that they were payable till 11th January, 1962 to Sri Babu Ram. 13,263-89 P. alone is due. The rest has been paid by the Company. On 11th January, 1962 Ram Gopal Sharma, the Manager of the Company gave a signed statement of account (Exhibit 2) showing a balance of Rs. 13,263.89 P. and stating that they were payable till 11th January, 1962 to Sri Babu Ram. On 19th April, 1962 Babu Ram sent a notice of demand on the Company (Exhibit 3) stating that a balance of Rs. 13,263.89 P. with interest at Rs. I per cent. per month is due payable to him. In case it is not paid, Court action will have to be taken. The Company replied to this notice dated 23rd of April, 1962 (Exhibit 6). It admitted that diesel and mobile oil worth Rs. 26,638.98 P. were supplied in 1961 and that Rs. 13.375.09 P CL]-28 have already been paid and that only Rs. 13,263-89 P. remained to be paid. It promised that this amount shall be paid at the time of the season because at that time the Company was itself running in financial deficit. It asked the petitioner to realise the difficulties of the Company. This reply was signed by Ram Autar Sharma, the Manager, as well as the present objector, Sheo Kumar. Thereafter Sri Babu Ram served notices of demand on the Company dated 20th of October, 1962 and 5th of' October, 1963 without evoking any response from the Company. 2. Babu Ram has been subjected to a lengthy cross-examination, but I consider his testimony to be above board and reliable. His case that he did make supplies as alleged by him on account and that the Company made part payments to him and that the alleged balance was due to him appears to be true. It is corroborated by' Ram Gopal Sharma (P. W. 2) who stated that Sri Babu Ram supplied the goods to these company for which the bill (Exhibit 14-A) was signed by him and that the amount of that bill is credited. He also states that the claim of Babu Ram was not paid. Narain Dutt, one of the Directors of the Company has also appeared in the witness box and has stated that this claim of Babu Ram is due from the Company and that the Company has not paid it. 3. Sheo Kumar, the objector, has also entered into the witness box. Narain Dutt, one of the Directors of the Company has also appeared in the witness box and has stated that this claim of Babu Ram is due from the Company and that the Company has not paid it. 3. Sheo Kumar, the objector, has also entered into the witness box. He admitted that Babu Ram used to supply diesel oil, mobile oil etc., to the Company on account and that payments were also made on account, but he feigned innocence and stated that he was not in a position to say whether there was any balance due to him or not against the Company. In cross-examination he admitted that the Manager used to pay the bills of Babu Ram. Thus he practically admits that the proper person to deal with the affairs of the company was the Manager of the Company. This statement goes to corroborate the correctness of the statement of accounts, dated 11th January, 1962 (Exhibit 2) which has been prepared and signed by Sri Sharma, the Manager of the Company. All these facts and circumstances clearly establish that Sri Babu Ram was a creditor to the tune of Rs. 13,263-89 P. as claimed by him. Babu Ram has in his statement asserted that interest at the rate of Rs. 1 per cent per month was agreed to be payable on the balance of the bills. This is provided in the agreement also. Sheo Kumar in his statement has not stated that there was no such agreement between the Company and the petitioner or that there was no terms with respect to payment of interest. I consider the statement of Babu Ram worthy of belief and hold that the Company had agreed to pay interest as alleged by him and that his claim for interest is legitimately due payable by the Company. He is thus the creditor of the Company for the amount of Rs. 18,324.89 P. as claimed. 4. It is urged on behalf of the objector that the agreement Exhibit I being unstamped is not admissible in evidence. No such plea was taken, no issue was asked on it, no objection was raised at the time when the documents were proved and admitted in evidence. It is not open to the objector to raise this objection at this stage. See Gopal Das and another v. Sri Thakurji and others, (1943) 2 M.L.J. 51 : Bom. No such plea was taken, no issue was asked on it, no objection was raised at the time when the documents were proved and admitted in evidence. It is not open to the objector to raise this objection at this stage. See Gopal Das and another v. Sri Thakurji and others, (1943) 2 M.L.J. 51 : Bom. L.R. 220 : A.I.R. 1943 P.C. 83, Such an objection is not entertainable after the document has been exhibited. See Javer Chand and others v. Pukhraj Surana, (1962) 2 S.C.R. 333 : (1962) 2 S.C.J. 652 : A.I.R. 1961 S.C. 1655. Then it was urged that Exhibit I is not the original, but only a copy and that in any event the copy cannot be valid under section 35 of the Stamp Act. Babu Ram has stated that the agreement was prepared in duplicate. The Company kept one part and the other was given to him. Exhibit 1 is the part which was given to Babu Ram. It is the original. It is not a copy. 5. Another objection to the agreement which was for the first time raised at the hearing was that Babu Ram entered into this agreement as the Agent of the Standard Vacuum Oil Co., and in view of the provisions of section 230 of the Contract Act, he cannot enforce the contract and file this petition on its basis. No such plea was raised in the objection, no issue was pressed and in my opinion learned Counsel is not entitled to raise this plea, but to complete the judgment I may give my findings on it. The agreement at the top describes Sri Babu Rama as S. V. O. C. Agent, Bulandshahr, U. P. The mention of the word Agent is by way of his description because he was at that time holding the selling agency of this Company. The body of the agreement also does not show that it was being entered into with this company or that this Company was responsible to make the supplies for oil etc. The tenor of the agreement shows that Babu Ram entered into this agreement for himself. The agreement was between principal and principal. 6. The notices sent by the petitioners were also challenged on various grounds. It was urged that the notices did not give 21 days' time to the Company to pay. The tenor of the agreement shows that Babu Ram entered into this agreement for himself. The agreement was between principal and principal. 6. The notices sent by the petitioners were also challenged on various grounds. It was urged that the notices did not give 21 days' time to the Company to pay. The notice dated 19th of April, 1962 demanded payment soon. The notice sent on 20th of October, 1962 requested payment within one week of its receipt. The third notice dated 5th of October, 1963 against asked for payment within four days of its receipt. The learned Counsel urges that the notices are hence invalid. Section 434 (1) (a) Companies Act, 1956, asked a creditor to serve on the company a demand requiring the Company to pay the sum due. The Company is deemed to be unable to pay its dues if it neglects to pay the same for three weeks thereafter. This provision does not require the notice to contain any period for paying the debt. The notice need not mention any time. The mention of any period not being of the essence,. the recital of any period will not nullify the notice. The creditor is only to make a demand for payment. The demand will remain a good demand, no matter.whether any specific period for its payment is stated on the face of the notice or not. The provisions of law give the Company three weeks to pay. If it takes three weeks for payment it cannot be castigated as being unable to pay, its debts. There is thus a statutory period of three weeks fixed for the Company. If the notice fixes any other time, such specification will not override the statutory provision and will hence be of no legal effect. The right of the creditor to take any action on the ground of the company's inability to pay its debts is postponed by three weeks from the date of the service of the notice, The fact that these notices mention a shorter period for payment does not vitiate them. 7. The notice has only to make a demand. The law does not require that it must recite threat of a proceeding for winding up in case of non-payment. This second ground of attack on the notices is also without merit. 8. 7. The notice has only to make a demand. The law does not require that it must recite threat of a proceeding for winding up in case of non-payment. This second ground of attack on the notices is also without merit. 8. The third ground of attack on the notice is that they were not addressed to the registered office of the Company. The registered office of the Company is. situate at Siyana Bus Stand in the town of Bulandshahr. The notices mention Siyana Road, Bulandshahr, after the name of the Company. These notices do mention the name of the Company correctly and the town correctly. The only difference is that instead of "Siyana Bus Stand" they stated "Siyana Road." The first notice dated 19th April, 1962 admittedly reached the Company. It was even replied to by the Company on 23rd April, 1962. Therefore, it can be presumed that the address mentioned in it was materially and substantially correct. No attempt has been made by the objector to show that Siyana Bus Stand in the town of Bulandshahr is not situate at Siyana Road, Bulandshahr. If the objector had pleaded this objection, the petitioner could have led evidence to show that Siyana Road and Siyana Bus Stand are not materially different. The notice is a formal document, but it ought to be construed reasonably and its validity cannot be made to depend on the splitting of a straw. The notices cannot be held invalid on the ground that they were not sent to the registered address of the registered address Company. 9. It was faintly urged that the notices, dated 19th April, 1962 and 20th October,1962 could not furnish a good cause of action for the winding up petition as they must be deemed to have been waived by reasons of the long delay in filing the petition on 6th January, 1964. There is no period of limitation prescribed for filing the petition. There is no requirement that the winding up petition must be filed soon after the ;expiry of three weeks. The petitioners cannot be held to have waived their statutory remand by mere delay: see In the Imperial Hydropathic Hotel Company, Blackpool Ltd., 49 Law Times 147.The objection stated that the claim of Babu Ram was time-barred as no supplies were made within three years of the institution of the winding-up petition. The petitioners cannot be held to have waived their statutory remand by mere delay: see In the Imperial Hydropathic Hotel Company, Blackpool Ltd., 49 Law Times 147.The objection stated that the claim of Babu Ram was time-barred as no supplies were made within three years of the institution of the winding-up petition. This claim can be deemed to have been given up when no issue was pressed on it. The statement of accounts (Exhibit 14-A) shows that the supplies were made till August, 1961. Thus the objector's case that supplies were not made within three years of the petition is incorrect. Exhibit 11 is the statement of account sent by the Manager of the Company who according to the evidence of Sheo Kumar himself was authorised to do so. It mentions the balance which is due to Babu Ram. This statement of account would furnish a fresh cause of action : See Hira Lal and others v. Badkulal and others, (1953) S.C.J. 315 : (1953) S.C.R. 758 : (1953) 1 M.L.J. 725 : A.I.R. 1953 S.C. 225' Moreover, the Company replied on 23rd April, 1962 which letter contains a clear acknowledgement of the debt and also makes a promise to pay. This document affords fresh cause of action and period of limitation. The claim cannot be held to be barred by time, on 6th January, 1964. 10. Prakash Chand Sharma, the second petitioner, has proved his debt. He states that he paid Rs. 6,000 in cash on 7th February, 1963 and Rs. 1,000 on 27th February, 1963. At this time the Managing Committee consisting of Sheo Kumar the objector, Ghamandi Lal and Chokhey Lal was administering the affairs of the Company. It had all powers of management. Sheor Kumar has stated in his statement that the work of handling cash had been entrusted to Ghamandi Lal by the Managing Committee and that he was not present all the time when Ghamandi Lal received or paid out cash. Prakash Chand Sharma stated that Ghamandi Lal had a talk with him with respect to making a loan to the Company about fifteen days prior to the actual advance by him. He stated that on 7th of February, 1963 he paid Rs. 6,000 in cash and all the three members of the Managing Committee signed the receipt Exhibit 20 for it. Sheo Kumar admits having signed this receipt. He stated that on 7th of February, 1963 he paid Rs. 6,000 in cash and all the three members of the Managing Committee signed the receipt Exhibit 20 for it. Sheo Kumar admits having signed this receipt. Sheo Kumar has in his statement denied that Rs. 6,000 were paid in cash at the time of the execution of this receipt. His case that this receipt was given in advance to Ram Gopal Sharma for getting money from Prakash Chand but that money was not given, is absurd. Ram Gopal Sharma has appeared in the witness box and has denied it. Prakash Chand had stated that he paid money in cash at the time when the receipt was executed. This case taken up by Sheo Kumar in the witness box is unnatural. No action was taken to get the receipt concealed or to get or collect the money. Moreover, it is materially different from the case pleaded in the objection. The case taken up was that Ram Gopal Sharma had himself made this advance of Rs. 7,000 to the Company in the name of Prakash Chand Sharma, from out of the fund of the Company in his custody. If the Manager had really done so, it does not stand to reason why the three members of the managing committee executed and signed this receipt. The claim of Prakash Chand Sharma for the advance of Rs. 6,000 had been clearly established. The receipt stated that interest at the rate of Rs. I per cent. per month was payable. Prakash Chand Sharma has, therefore, established that he is a creditor of the Company for this sum of Rs. 6,000 plus interest. The payment of Rs. 1,000 is evident by the receipt dated 27th February, 1963 (Exhibit 21) signed by Ram Gopal Sharma, the Manager. There is a good deal of controversy about the genuineness of this receipt as also about the competency of Ram Gopal Sharma to borrow the money on behalf of the Company. As Prakash Chand has already established a debt of over Rs. 5,000 against the Company it is not necessary to go into these controversies and to find whether this sum of Rs. 1,000 was or was not really advanced. Prakash Chand served notices of demand on the Company on 3rd October, 19b3 (Exhibit 24). As Prakash Chand has already established a debt of over Rs. 5,000 against the Company it is not necessary to go into these controversies and to find whether this sum of Rs. 1,000 was or was not really advanced. Prakash Chand served notices of demand on the Company on 3rd October, 19b3 (Exhibit 24). 9th October, 1963 (Exhibit 27), 10th October, 1963 (Exhibit 29) and 9th December, 1963 (Exhibit 31). These notices have been attacked on the same grounds on which the notices sent by the first petitioner Babu Ram were attacked. I have already repelled these grounds. Both the petitioners are creditors of the Company and are entitled to maintain the petition. The issue is answered in the affirmative. 11. Issue No. 2. - The two petitioners had a valid claim against the Company. They served a notice of demand but the Company failed to pay up the dues for no just cause. It made no attempt to secure or compound the debt to the reasonable satisfaction of the creditors. The Company is, therefore, clearly unable to pay its debts. 12. Learned Counsel for the objector contended that the Company is commercially solvent and is in a position to pay up its dues and that in the circumstances it will not be just and equitable to order the winding up of the Company. The objector had raised a dispute as to the validity of the petitioners' claim. The denial of the claim is not bona fide nor reasonable. The Company has no cash with it. It had a sum of Rs. 17,000 in its Bank Account on 6th January, 1964, the date when the winding up petitions were instituted. Sheo Kumar, the objector, Khamani Singh and other Directors got scent of the presentation of the winding-up petition and on 6th January, 1964 withdrew a sum of Rs. 17,000 from the Bank Account and appropriated it themselves. The accounts of the Company do not mention any disbursement of these sums. The objector has raised a dispute with respect to the claims of these petitioners in order to delay and defeat them and the objection is merely a cloak to disguise the inability of the Company to pay its debts. 13. Sheo Kumar has stated that the assets of the Company are worth about 3i to 4 lakhs. This value is represented by the factory premises, the machinery, furniture etc. 13. Sheo Kumar has stated that the assets of the Company are worth about 3i to 4 lakhs. This value is represented by the factory premises, the machinery, furniture etc. There is no evidence that the Company has any liquid assets. On the other hand, the Company has for all these years made no effort to pay any part of the petitioners' debts. The Company is carrying on no business. It has neglected to pay its just dues. The Company has several other creditors also. According to Narain Dutt, a Director of this Company, the total indebtedness of the Company to various creditors exceeds rupees two lakhs. He has spoken on his personal knowledge with respect to several of these creditors. Merely because the Company has fixed assets worth more than its debts does not make the Company commercially solvent in the sense relevant to a winding up. It is evident that the creditors of the Company cannot be paid unless the fixed assets are sold out. The Company appears to be incompetent to meet its current and prospective dues and liabilities. The Official Receiver who represents Sri Kishanchand's shareholding of 21 lakhs out of the issued share capital of 3 lakhs expressed himself to he in favour of the Company being wound up. Five Directors of the Company having nearly Rs. 50,000 worth of paid up share capital of the Company have also supported the petition for winding up. The only person who objects is Sheo Kumar, who holds shares worth Rs. 36,000. Under all thees circumstances the contention of the objector that it is not just and equitable to order the winding up of the Company has not been established. The Company is unable to pay its debts and is liable to be wound up. The issue is answered in the affirmative. 14. The petition is accordingly allowed with costs. The Krishna Bharadwaj Cold Stores and General Mills Co. (P.) Ltd. is ordered to be wound up. The Official Liquidator of this Court who has already been appointed provisional liquidator on 5th March, 1964, shall take all necessary steps to realise the assets, pay all the ,Creditors and complete the liquidation of the Company expeditiously.