ORAL JUDGMENT

1. Rule returnable forthwith. Learned Assistant Government Pleader as well as learned advocate waives service of notice of Rule for and on behalf of the respective respondents.

2. Heard Mr. Percy Kavina, learned Senior Counsel assisted by Mr. Vishal J. Dave, learned advocate for the petitioners and Mr. Shalin Mehta, learned Senior Counsel assisted by Mr. Paritosh Gupta, learned advocate for the respondents.

3. This petition is taken up for hearing in light of the request made by the Division Bench vide order dated 01.12.2022 in Letters Patent Appeal No.1472 of 2022.

4. The petition challenges the order dated 05.09.2022 passed by the Registrar of Firms, Ahmedabad by which the Registrar has passed an order declaring the partnership firm that is M/s. Samkit Infracon of the petitioners as dissolved and further the status of the firm as “dissolved” has been recorded in the Registrar of Firms in Form “G.”

5. The facts in brief are as under:

4.1. M/s. Samkit Infracon was duly registered under the provisions of the Indian Partnership Act, 1932 on 25.03.2016. On 12.08.2016, the partnership firm was amended with induction of new partners namely; Shri Dhanesh Jain and Shri Bhadar Mal Jain. One of the partners namely; Bhadar Mal Jain expired on 16.08.2021. The petitioner No.1, son of Mr. Dhanesh Jain on 16.12.2021 made an application for reconstitution of the firm whereby Smt. Babita Dhanesh Jain that is the petitioner No.2 joined the firm as a new partner pursuant to a deed of change in partnership executed on 18.09.2021.

4.2. M/s. Madhav Associates, the respondent No.2 had booked / purchased commercial offices Nos.601 to 604 in the project of which the petitioners were promoters. A sale deed was executed and according to the respondent No.2 since though substantial payments were made it was the case of the respondent No.2 that the petitioners’ partnership firm M/s. Samkit Infracon was not enforcing the deed.

4.3. A complaint was filed before the Real Estate Regulatory Authority “for short `the RERA’) with prayers including seeking a declaration that the respondent No.2 be declared as an allottee. In the complaint so filed, the petitioners had filed preliminary objections. Since the authority did not decide the preliminary issue, petition was filed before this Court which was disposed of on 08.09.2022. A litigation was also filed at the hands of respondent No.2 in Special Civil Application No.17281 of

2021 with a relief to cancel the registration certificate.

4.4. In a petition filed namely; SCA No.13610 of 2022, the respondent No.2 obtained directions from the Court by an order dated 27.07.2022 that the representation made by it to the respondent No.1 be decided. In accordance with the direction so issued by the impugned order, the partnership firm M/s. Samkit Infracon of which the petitioners are partners has been treated as dissolved.

6. Mr. Percy Kavina, learned Senior Counsel assisted by Mr. Vishal J. Dave, learned advocate for the petitioners would make the following submissions.

5.1. Originally the partnership firm consisting of two partners namely the petitioner No.1 Mr. Dhanesh Jain and the other partner Mr. Bhadar Mal Jain was registered in the year 2016. On the death of Bhadar Mal Jain the father of the petitioner No.1 on 16.08.2021, an application was filed by the petitioner No.1 for reconstitution of the partnership on 16.12.2021. The Registrar of Firms approved the application by which the petitioner No.2 Babita Jain wife of the petitioner No.1 was inducted as a partner on the death of Bhadar Mal Jain. Thus, as per the deed of partnership entered into on 16.09.2021, on the death of the second partner, Babita Jain was inducted as a new partner and the firm was accordingly reconstituted.

5.2. The respondent No.2 had initiated multiple litigations against the partnership firm firstly in the form of complaint before RERA, then by filing of Special Civil Application challenging the petitioners’ firm registration and also a p