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1987 (9) TMI 36

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..... ested that the aforesaid changes in the constitution of the firm be noted in the relevant records of the Registrar of Firms. The application was rejected by the office of the Registrar of Firms on the ground that the application should not have been sent by post but the same should have been submitted in person. Thereafter, the petitioner submitted two separate applications dated August 4, 1986, requesting to record the change on account of the death of one of the partners, Shri Balvantbhai Dahyabhai Modi, which took place on May 5, 1976. Another application dated October 27, 1986, was submitted for effecting the change in the constitution of the firm on account of the retirement of one of the partners, i.e., Narshibhai Chandulal Nanavati. Both those applications have been rejected by the respondent on the ground that the applications for recording the change in the constitution of the firm have been submitted after a period of about 10 years in one case and in another case, the application has been submitted after a period of about 4 years and 6 months. Thus, in the opinion of the respondent, the applications were inordinately delayed and were submitted after a lapse of unreasonab .....

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..... recording of changes pursuant to the dissolution of the firm. Here also it may be noted that the language used by the Legislature is not mandatory. Section 63 of the Act provides that any incoming, continuing or outgoing partner may give notice of the change to the Registrar of Firms. Similarly, in the case of dissolution of a firm, any person who was a partner immediately before the dissolution of the firm may give notice to the Registrar of Firms in respect of such dissolution. Similarly, section 63(2) of the Act provides for recording of changes on account of a minor attaining majority and electing to become a partner of the firm. Section 69 of the Act provides for consequences of non-registration of firm. The provisions of section 69 of the Act are mandatory in character. This section puts a firm and also its partners under certain disabilities, if the firm is not registered. There is no direct compulsion for getting a firm registered. However, no member of an unregistered firm can enforce his right under the Partnership Act against either the firm or any present or past member of the firm nor can the firm sue its customers on their contracts. The firm remains liable to be sued .....

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..... rading Company v. Registrar of Firms, AIR 1975 AP 232. The Andhra Pradesh Government framed rules as A. P. Partnership (Registration of Firms) Rules (1957 ). Rule 4(2) thereof provided that the application for recording changes in the constitution of the firm as provided under section 63(1) of the Act should be submitted within a period of 15 days. This rule was framed under the provisions of section 71(2) of the Act. The validity of the rule was challenged before the Andhra Pradesh High Court and the Andhra Pradesh High Court held that the statute itself does not provide for any limitation with reference to a particular matter and the delegation of power to make rules is conferred by a section of the Act which does not expressly or impliedly relate to the power to prescribe time. Therefore, the rule-making authority, i.e., the State Government, could not have prescribed a rigid time-limit with respect to notice or intimation to be submitted for changes in the constitution of a firm. The rule provided that every statement, intimation or notice relating to a firm under sections 60, 61, 62, 63(1) or 63(2) of the Act should be filed within 15 days from the date of occurrence of the ev .....

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..... s by the Registrar of Firms only after an application is made to the Registrar. The Registrar is not to record the change with retrospective effect. As in the case of registration of firms under section 59 of the Act, recording of change shall also take place from the date on which the entry is recorded in the register of firms. Therefore, no one except the firm and its partners would suffer if the application for effecting registration or for recording a change in the constitution of the firm is delayed. The concept of reasonable length of time may be introduced in cases where on account of delay, the rights and interests of other parties are likely to be affected. Even in such cases, the length of time is required to be determined by the facts of the case and the nature of the order under challenge (see para 12 of the judgment in the case of State of Gujarat v. Patel Raghav, Natha [1969] 10 GLR 992). But in the case of an application to be made for recording a change in the constitution of a firm, no such question of affecting the rights of other parties would arise. Therefore, the concept of " reasonable time " cannot be introduced in matters like application or notice for recor .....

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