The limited role of the Registrar under the Partnership Act and the binding nature of civil court orders on the Registrar of Companies under the Companies Act.

1. Both writ petitions came to be posted on being specially ordered by the Hon'ble Chief Justice vide order, dated 9.3.2011.

2. The first writ petition was filed by the original petitioner seeking to challenge an order, dated 13.07.2010 passed by the first respondent Registrar of Firms, Office of District Registrar, Coimbatore. By the aforesaid order, the first respondent found that the removal of four partners from the business and induction of seven persons was illegal and contrary to Sections 31 and 32 of the Partnership Act. With reference to change of name and place of business, no signatures of partners were obtained in terms of Section 60 of the Partnership Act and with reference to dissolution of partners, it was not made with the consent of partners in terms of Sections 39 and 40 and therefore, the Form submitted in this regard and the entries made were cancelled and the Joint Registrar was directed to act accordingly.

3. That writ petition is yet to be admitted. During the pendency of the writ petition, the original petitioner died on 4.3.2011 and his wife and the minor daughters were brought on record by a substitution application. In the meanwhile, respondents 3 to 6 jointly filed W.P.No.20816 of 2010, seeking to challenge an order dated 6.1.2010 by which the first respondent company was incorporated by the second respondent and for consequential direction to the second respondent to delete the name of the first respondent from the Register of Companies and pass further orders on the writ petition.

4. It was the case of the petitioners in the second writ petition that the registration of a Company and its incorporation had to be done in terms of Sections 34(2) and 35 of the Companies Act, 1956. Since the first respondent Company had fraudulently obtained a Certificate of Incorporation of the Company, they had stated that in the absence of any other remedy, they have come forward to file the present writ petition. The Registrar of Companies by his Certificate of Incorporation, dated 6.1.2010 had registered the company by name K.P.Balakrishnan Oil Mills Private Limited in terms of the Companies Act, 1956.

5. Heard the arguments of Mr.P.V.S.Giridhar, learned counsel leading Mr.S.Senthil Kumar, learned counsel appearing for the petitioners in W.P.No.15660 of 2010 and Mr.P.H.Arvindh Pandian, learned counsel appearing for petitioners in W.P.No.20816 of 2010.

6. It is not clear as to how both writ petitions are maintainable. In the first case, the dispute is purely among the partners of the Company. It must be noted that a partnership is a contract between the partners and that the business of partnership is carried on subject to contract between the partners. The Registrars are appointed under Section 37 to exercise powers that are assigned to them. Under Section 59, if the Registrar is satisfied that provisions of Section 58 was complied with, he can record an entry in the Register called Register of Firms and to file the statement. Thereafter, he can record alterations in the firm's name and the principal place of business. Thereafter, he can note the information furnished including the closing and opening of branches. He can note changes in names and address of partners, record changes and dissolution of firm, rectification of mistakes and that he can also grant copies of documents. Therefore, under the Partnership Act, 1932, the Registrar plays a very limited role and he is not empowered to go into the disputes between the partners including any breach of contract constituting the partnership.

7. A division bench of this court in C.Dharmalingam Vs. The District Registrar, Office of the District Registrar, Madurai South, Palace Road, Madurai and others reported in 2010 (3) CTC 390 in respect of Tamil Nadu Societies Registration Act, after reviewing all the case laws on the relevant subject had held that the Registrar can look into the provisions of the Act and Rules and prima facie materials to arrive at a c