A notice to change the constitution of a partnership need only include signatures from incoming, continuing, or outgoing partners as per the Indian Partnership Act.

JUDGMENT

The petitioner herein is the Managing Director of a partnership firm by the name "Floral Decorative & Naturals”. The firm was registered in the year 1994 with registration No.2773/1994. Altogether there were 16 partners in the firm. On 18.4.1995, the firm was reconstituted by a deed of retirement dated 18.4.1995 by which 14 partners retired and the petitioner and M/s.Sofine Decors Pvt.Ltd. continued as partners. Ext.P1 is the deed of retirement. In fact, out of these 14 partners, who had retired from the firm, by Ext.P1 deed, only 5 people, namely 1) P.O.Antony 2) Cijo Joseph, 4) Joy Varghese 5) Varkey John, and 6) Joseph Xavier in Ext.P1 deed are alive and others are no more.

2. According to the petitioner, after the re-constitution of the firm, the petitioner had instructed one Mr. P.V.Joseph, who was one of the directors of M/s.Sophine Decors Pvt.Ltd., the other remaining partner to submit a notice under Sec.63(1) of the Indian Partnership Act, 1932 before the respondent for effecting necessary changes in the details of the firm maintained in the respondent's office. The petitioner submitted that he was under the bonafide impression that the same was done by Mr.P.V.Joseph. But, the said P.V.Joseph passed away. It is the case of the petitioner that, later he came to know that no application had been made by him for effecting changes in the register in relation to the firm. So the petitioner, on 19.6.2020, submitted a request for effecting the changes in the constitution of the firm. Ext.P2 is the letter dated 19.6.2020 submitted by the petitioner. It is the case of the petitioner that he was informed from the office of the respondent that the format in which the notice was given was not a proper one and he was instructed to submit the notice in the form prescribed in Rule 4(1) of the Partnership (Registration of Firms) Rules, 1959 (Kerala) (for short 'the Rules, 1959'). Ext.P3 is the letter. Accordingly, the petitioner on 8.7.2020 submitted a notice in the prescribed form (Form No.V) along with a covering letter. Ext.P4 is the covering letter. Ext. P5 is the copy of the notice under Sec.63(1) of the Indian Partnership Act r/w Rule 4(1) of the Rules, 1959. Thereafter, the respondent refused to act upon Ext.P5 and the same was returned on the ground that none of the partners have signed the notice. Ext. P6 is the letter. This writ petition is filed challenging Ext.P6. The prayers in the writ petition are extracted hereunder :

(i) “Issue a writ of certiorari calling for the original of Ext.P6 letter and quashing the same;

(ii) Issue a writ of mandamus or any other appropriate writ order or direction commanding the respondent to consider Ext.P5 notice and effect necessary changes in the register of firms qua the partnership firm by name “Floral Decoratives &

Naturals”,forthwith.

(iii) Grant such other order as this Hon'ble court deems fit and necessary in the facts and circumstance of the case.”

3. Heard the learned counsel for the petitioner and the learned Government Pleader.

4. The learned counsel for the petitioner submitted that the defects noted in Ext.P6 proceedings are unsustainable. The counsel takes me through Sec. 63 of the Indian Partnership Act, 1932 and Form No.V appended in Rules, 1959. The counsel submitted that from a bare reading of Sec.63, it is clear that when a change occurs in the constitution of a registered firm, any incoming and continuing or outgoing partner only need to sign. The counsel also takes me through Form No.V, in which also, the signature of the incoming or outgoing partner or his specially authorised agent alone is mentioned. Therefore, the counsel submitted that the defects noted in Ext.P6 are unsustainable.

5. The learned Government Pleader takes me through paragraph No.5 of the statement filed by the respondent and defended the stand of the respondent.

6. The point to be decided in this case is about the parties to be signed in a notice submitted under Sec.63(1) of the Indian Partnersh