JUDGMENT The Court: This is an application for winding up at its receiving stage. The petition has been hotly contested by the company. 2. In my opinion, the papers disclose without any manner of doubt that the company is admittedly indebted to the petitioning creditor to the extent of Rs. 10.33 lakh approx. 3. The petitioning creditor supplied pipes to the company and the company' supplied strainers to the petitioning creditor. On an adjustment a balance fell due to the petitioning creditor. By their letter of 15th October, 1990 the petitioners inquired of the company whether Rs. 10.40 lakh was outstanding to them. The company's Accountant by his letter dated 24th October, 1990 confirmed that according to the company's books Rs. 10.33 lakh approx. was outstanding. The exact figures is mentioned in the Accountant's letter which has not been challenged by the company in its affidavit. 4A. To make matters even wrose the instructed attorney of the com-part of the Managing Director of the company to pay Rs. 7 lakh "in phase manner" between January and March, 1991. Such payment was not made whether in any phased manner or otherwise. 4. To make matters even wrose the instructed attorney of the company who has continued as Solicitor for the company in this proceeding by his letter dated 2nd April, 1991 made the reckless denial that the company never placed any order on the petitioning creditor. There was absolutely no warrant for making such a wrong denial. 5. In the above facts and circumstances of the case, in my opinion, it would be useless to inquire any further about the existence of an indisputable debt. The said debt indisputably exists. 6. The petitioning creditor has also relied upon a dishonoured cheque for the said sum of Rs. 10.33 lakh approx., (but there is a difference of about Rs. 100/- between the amount of this cheque and the exact figure mentioned in the company's Accountant's letter). The cheque is dated 21.2.91 and in regard thereto parties have had proceedings before a Criminal Court. The company's case is that the signed cheque was delivered in blank to the petitioning creditor in December, 1990 and that the petitioning creditor filled up the body of the cheque and put the date thereon. There might be some substance in this allegation of the company. The company's case is that the signed cheque was delivered in blank to the petitioning creditor in December, 1990 and that the petitioning creditor filled up the body of the cheque and put the date thereon. There might be some substance in this allegation of the company. The petitioning creditor did not make the case in the petition that the blank cheque was filled up under the holder's authority, under s. 20 of the Negotiable Instrument Act. Thus, I rest my satisfaction about the indisputability of the debt upon the Accountant's admission and not upon this dishonoured cheque. 7. It was also the submission of Mr. Bimal Kumar Chatterjee appearing for the petitioning creditor that even if I ignore the cheque and its dishonour altogether the papers would still disclose with sufficient certainty the debt owned by the company. I accept such submission. 8. One of the other defences raised on behalf of the company by Mr. S. B. Mukherjee was that the person verifying the affidavit affirming the petition did not have authority so to do. Specific leave was obtained to file the petition signed by the constituted attorney. That leave was granted on 11.10.91. The copy power of attorney produced by Mr. Chatterjee also gives the said authorized person right to demand and sue for a debt. Under these circumstances, this defence raised by Mr. Mukherjee is not substantial or meritorious. 9. The other point raised by Mr. Mukherjee was that the firm cannot present the winding up petition because it is an unregistered firm. 10. In inquiring about whether the firm is registered or not, the following facts came out during hearing. Originally the firm Shivmoni & Co. was registered in 1952 with two partners viz. one Moni Bose and one Mohtta. The said Mohtta died on the 22nd of August, 1990. He died leaving his widow as the sole heiress. Moni Bose and the widow have executed a deed of partnership dated 27th October, 1990. Intimation was sent to the Registrar of Firms in April, 1991 that the said widow came as a partner on and from 23rd August, 1990. 11. I have directed the two certified copies of extracts from the Register of Firms, the copy power of attorney and the copy partnership deed of 27.10.90 all produced by Mr. Chatterjee to be kept on the records countersigned. 12. On these facts Mr. 11. I have directed the two certified copies of extracts from the Register of Firms, the copy power of attorney and the copy partnership deed of 27.10.90 all produced by Mr. Chatterjee to be kept on the records countersigned. 12. On these facts Mr. Mukherjee constructed his point about non-registration in the following manner. He relied heavily upon the case reported in AIR 1966 SC 24 (Commissioner of Income-tax vs. Seth Govindram Sugar Mills) and said on its authority that if a partner of a two member firm dies the partnership stands automatically dissolved. To the same effect is also the decision of the Andhra Pradesh High Court reported in AIR 1976 A.P. 256 (P. Ananda Rao & Anr. vs. G. Raja Rao & Ors.). 13. Mr. Mukherjee said that if the firm stood dissolved on the death of Mohtta on 22.8.90 the new firm, although in the same name of Shivmoni & Co., between Moni Bose and Mohtta's wife, would have to be freshly registered. Intimation would have to be sent to the Registrar of Firms by them as if they were entering into a new partnership. 14. At least the above Supreme Court authority is not one which supports this extreme proposition about fresh registration canvassed by Mr. Mukherjee. On the other hand, there is a spate of authorities relied upon by Mr. Chatterjee which indicates that notwithstanding the dissolution on the death of one partner of a two member firm, the firm can be continued to be taken as a registered one provided intimations about the new partner or partners are sent to the Registrar and no fresh registration is necessary. 15. The authorities relied upon by Mr. Chatterjee in this regard are respectively reported in AIR 1959 Punj. 530 (M/s. Durga Das Janak Raj vs. M/s. Preete Shah Sant Ram), AIR 1963 Punj. 215 (Firm Paras Ram Sarup & Ors. vs. Firm Baldev Sahai Ram Bhagat & Ors.), AIR 1940 Bom 257 (Pratapchand Ramchand & Ors. vs. Jehangirgi Bomanji Chinoy), AIR 1969 Guj. 178 (Bharat Sarvodaya Mills & Co. Ltd. Ahmedabad vs. M/s. Mohatta Brothers, a firm) and AIR 1959 Rajasthan 140 at 141 (Kesrimal & Anr. vs. Calichand & Ors.). There is also a reference of' a Calcutta case decided by Panckridge J. in the Punjab cases. 16. vs. Jehangirgi Bomanji Chinoy), AIR 1969 Guj. 178 (Bharat Sarvodaya Mills & Co. Ltd. Ahmedabad vs. M/s. Mohatta Brothers, a firm) and AIR 1959 Rajasthan 140 at 141 (Kesrimal & Anr. vs. Calichand & Ors.). There is also a reference of' a Calcutta case decided by Panckridge J. in the Punjab cases. 16. Although the cited authorities are not strictly binding on me I am not minded to take a different view therefrom. The registration of a firm means the taking by the Registrar of firms on the Register the particulars regarding the firm mentioned in the Partnership Act. If a two member firm is dissolved by the death of one partner and an intimation of the new partner taken in place and stead of the deceased partner reaches the Registrar, all the necessary particulars will be there on the Register and thus no extra information would be needed, if the parties kept all other particulars unchanged, as here. There might be complications if the deceased partner left more than one heir and there is dispute amongst them about who should be partner, but in the instant case the question does not arise. The widow was the sole heiress as mentioned also in the new deed. Mr. Mukherjee argued that if this is a point of law which requires scrutiny, then the winding up petition would be as liable to resistance as it would be on a disputed matter of fact. For the reasons mentioned above, in my opinion, no controversy as to law also arises, the matter being long and well settled. 17. Mr. Chatterjee further argued that even if the firm is not registered the present winding up petition is not barred under s. 69 of the Partnership Act because a winding up petition is not "to enforce a right arising from a contract". Section 69 bars a suit, a claim of set off, or other proceeding to enforce such a right in the firm name by or on behalf of an unregistered firm. 18. Mr. Chatterji submitted that if the Companies Act were not there, then and in that event, no winding up petition could have been presented by his clients even if there were owing from the company an undisputed debt. He relied upon the case of Katra Iron Store vs. Faridabad Fabricator (P) Ltd., reported in 1991(1) Compo LJ. 18. Mr. Chatterji submitted that if the Companies Act were not there, then and in that event, no winding up petition could have been presented by his clients even if there were owing from the company an undisputed debt. He relied upon the case of Katra Iron Store vs. Faridabad Fabricator (P) Ltd., reported in 1991(1) Compo LJ. page 177 where it has been held that a winding up proceeding upon an indisputable debt is not a proceeding to enforce a right arising from a contract within the meaning of S. 69 of the Partnership Act. 19. The Madras High Court has held in the case of Kottamasu Sree Mannarayanamurthy & anr., reported in AIR 1939 Madras p. 145 that an insolvency petition also is not barred under s. 69 as that is not a proceeding to enforce a right arising from a contract. The insolvency laws give such a right. 20. The case of Jamal Usman Kachi vs. Firm Umar Haji Karim Shop reported in AIR 1943 Nagpur page 175 opines that an execution of a decree is also not an enforcement of a right arising from a contract. This is a right arising from a decree. The case of M/s. Virendra Presses, New Delhi vs. M/s. Virender Garments, Delhi, reported in AIR 1982 Delhi page 482 which was also relied upon by Mr. Chatterjee shows that a passing off action is not the enforcement of a contractual right so that s. 69 does not bar such a proceeding. 21. In the case of Kothapalli Kanuparthi Subbayya & Anr. vs. Nichenametla Subbarayadu & Ors., reported in AIR 1937 Madras p. 730 it was held that an application by an unregistered firm for discharge of an attachment order is not barred by S. 69. 22. On the other side of scales there is the authoritative pronouncement of the Supreme Court in the case of Jagdish Chandra Gupta Vs. Kajaria Traders (India) Ltd., reported in AIR 1964 SC p. 1882 that an application under S. 8 of the Arbitration Act would be barred by s. 69 if it applied to the facts of the case. The Supreme Court held that an arbitration being a creature of contract S. 8 of the Arbitration Act cannot be invoked in the firm name save by a registered firm. The Supreme Court held that an arbitration being a creature of contract S. 8 of the Arbitration Act cannot be invoked in the firm name save by a registered firm. In paragraph 9 of the judgment Hidayatullah J. also pointed out that other proceedings under s. 69(3) was a comprehensive and wide expression, not limited to proceedings like claims of set off. But there is nothing in the Supreme Court case which indicates that a winding up petition, according to their Lordships, is also a proceeding to enforce a right arising from a contract. 23. Mr. Mukherji cited the dictum of Sir George Jessel M.R. in the Imperial Hydropathic case from the well known text book of M/s. Sarkar & Sen pages 444, 445. He said that a winding up petition is for recovery of a debt. To the same effect, Mr. Mukherji submitted, is the decision of the Supreme Court in the case of Harinagar Sugar Mills Co. Ltd. vs. M. W. Pradhan, Court Receiver, High Court. Bombay reported in AIR 1966 SC page 1707, at page 1709 which is as follows:- "Can it be said that the petition filed by the Receiver for winding up of the Company is not a mode of realisation of the debt due to the joint family from the company ? In Palmer's Company Precedents, Part II, 1960 Edm., at p. 25, the following passage appears: "A winding up petition is a perfectly proper remedy for enforcing payment of a just debt. It is the mode of execution which the Court gives to a creditor against a company unable to pay its debts". This view is supported by the decisions in Bowes vs. Hope Life Insurance and Guarantee Co., (1865) 11 HLC 389; Re General Company for Promotion of Land Credit, (1870) 5 Ch. A 363 (380) and Re, National Permanent Building Society, (1869) 5 Ch. A 309. It is true that "a winding up order is not a normal alternative in the case of a company to the ordinary procedure for the realisation of the debts due to it" ; but nonetheless it is a form of equitable execution". 24. He also showed me s. 433(1)(e) of the Companies Act wherein the Court is empowered to wind up a company if it is unable to pay its debts. Mr. 24. He also showed me s. 433(1)(e) of the Companies Act wherein the Court is empowered to wind up a company if it is unable to pay its debts. Mr. Mukherji submitted that a winding up proceeding is accordingly no less a proceeding to enforce a right arising from a contract, which has given rise to a debt, than an ordinary suit is. According to him s. 69 is a bar to a winding up proceeding initiated by an unregistered firm in the firm name, if it seeks to present it on a debt arising from a contract, like a contract of sale, exchange or supply of goods, as here. 24A. Section 69 bars certain proceedings at the instance of unregistered firms 'in the firm name but the Act does not altogether prohibit the carrying on of partnership business without obtaining a registration. The reason for insertion of s. 69 is that the business community should know who is trading in what name and it is equally necessary for the public authorities to be aware about the person who are interested in a particular business. But the said reason is not so strong as to prohibit unregistered partnership altogether. The policy is, as expressed by the Legislature, sufficiently served by a limited prohibition, against unregistered firms and partners thereof. The limited prohibition is that if the firms and partners are not registered they shall not institute proceedings for enforcement of contractual rights and rights given by the Partnership Act. Section 69 is a prohibitory section. Generally speaking, all persons who are entitled to carryon legal business have a right to institute suits for enforcement of their claims. Section 69 cuts down upon such a general right. Thus, according to well known rules of construction, it has to be restrictively interpreted. 25. Indeed, if a winding up proceeding is instituted on a debt which has arisen from a contract, the same leans for support both upon the contract and upon the Companies Act. If s. 69 is widely interpreted, it would bar a winding up petition presented upon a contractual debt. 25. Indeed, if a winding up proceeding is instituted on a debt which has arisen from a contract, the same leans for support both upon the contract and upon the Companies Act. If s. 69 is widely interpreted, it would bar a winding up petition presented upon a contractual debt. But if it is restrictively interpreted, which has been done in so many cases mentioned above, it must be held, which I do hold, that a winding up petition is not proceeding to enforce a right arising from a contract even though the origin of the litigation might be traced up to there. It is a proceeding to enforce a right given specially by the Companies Act. Even if there is a contractual debt, for the purpose of establishing the company's inability to pay, certain other steps often have to be taken under the Companies Act, like the service of a statutory notice. Without these, the winding up petition would be incomplete. The contract itself cannot therefore be looked upon as the thing from which the right to obtain a winding up immediately arises. 26. The above point of law also, although I have taken some space to discuss it, is not, in my opinion, such a one as justly calls for relegation of the petitioning creditor to a suit. Parties have argued at length and therefore, I have had to decide it at some length. But a point of law does .not become a disputed point of law merely because learned counsel canvass it or dispute it for long enough. 27. Under the above circumstances, in my opinion, the company raises no sufficient point of fact or law to stop the receiving of the winding up petition and its advertisements. 28. The petition is, therefore, received. It shall be admitted. It shall be advertised once in The Statesman and once in The Ananda Bazar. Advertisements are not to be published for a period of four weeks from date hereof. Publication in the Calcutta Gazette is dispensed with. Returnable eight weeks hence. 29. Parties and all others concerned will first act upon a copy of this dictated order on the usual undertakings and thereafter upon the perfected order. Application allowed.