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2026 Supreme(Online)(Mad) 58262
IN THE HIGH COURT OF JUDICATURE AT MADRAS
G.R.Swaminathan, J
Abdul Althaf – Appellant
Versus
District Registrar-Tirunelveli – Respondent
W.P.(MD)No.20403 of 2025
For the Appellants/Petitioners: B.Kumar, A.Ansar
For the Respondents: D.Gandhiraj, Chitra Sampath, J.Hariharan, K.Govindarajan, N.Balasubramanian, M.Karthikeya Venkatachalapathy, K.Anand
The Registrar of Firms performs a purely ministerial function; they lack the adjudicatory jurisdiction to determine the validity of a partnership's dissolution or reconstitution when parties present conflicting contentions, such matters being the exclusive domain of the civil courts.
Headnote:(A) Indian Partnership Act, 1932 - Sections 43 and 47 - Partnership at will - Dissolution - Whether Registrar of Firms has adjudicatory power to decide upon validity of partnership reconstitution/expulsion - Held, no - Registrar’s role is ministerial - Where parties dispute dissolution and constitution, Registrar cannot choose one version - Dispute must be adjudicated by civil court.
Facts of the case:
The petitioners challenged the order of the Registrar of Firms accepting forms for the renewal of a partnership firm, despite a prior dissolution notice issued by a partner and ongoing disputes. The Registrar had rejected the petitioners' objections, maintaining the firm's subsistence and allowing renewal forms from the remaining partners.
Findings of Court:
The Court found that once a dissolution notice was issued by a partner under Section 43 of the Act, the firm stood dissolved. Consequently, purported expulsion of a partner thereafter was non-est. The Registrar breached his jurisdiction by adjudicating conflicting factual claims regarding the firm's status, as his duty is strictly ministerial.
Issues: Whether the Registrar of Firms possesses adjudicatory jurisdiction to determine the validity of a partnership's dissolution or reconstitution when the parties raise conflicting claims.
Ratio Decidendi: The Registrar of Firms performs a ministerial function under Section 63. Where parties raise polar opposite factual scenarios regarding the dissolution of a partnership, the Registrar cannot adjudicate the dispute. Such disputes must be resolved by a jurisdictional civil court.
Result: Writ petition allowed; order of the Registrar quashed.
| Table of Content |
|---|
| 1. procedural history of the firm and the parties' contentions regarding partnership renewal. (Para 1 , 2 , 3 , 4 , 5 , 6) |
| 2. analysis of partnership dissolution under section 43/47 and limited authority of partners post-dissolution. (Para 7 , 8 , 9 , 10 , 11 , 12 , 13) |
| 3. registrar of firms acts in ministerial capacity and lacks adjudicatory power to decide civil disputes. (Para 14 , 15 , 16 , 17 , 18 , 19 , 20) |
Prayer: Writ petition filed under Article 226 of the Constitution of India, to issue a Writ of Certiorari, calling for the records pertaining to Na.Ka.No.7566/A2/2023 dated 26.05.2025 passed by the first respondent and quash the same as illegal, arbitrary.
For Petitioner : Mr.B.Kumar,
Senior counsel,
for Mr.A.Ansar.
For Respondents : Mr.D.Gandhiraj,
Special Government Pleader
for R-1 to R-14.
Mrs.Chitra Sampath,
Senior counsel,
for Mr.J.Hariharan for R-15 to R-18
Mr.K.Govindarajan,
for Mr.N.Balasubramanian
for R-19, R-22 & R-24.
Mr.M.Karthikeya Venkatachalapathy
for R-20.
Mr.K.Anand for R-21.
* * *
O R D E R
Heard the learned Senior counsel on either side.
2. 5 No. Beedi Factory was constituted as a partnership firm on 30.08.1975 under Indian Partnership Act, 1932 (Registration No.56 of 1975). Its main business is Beedi manufacturing and selling. The partnership was reconstituted on 18.07.2015 with the following partners, namely, 1) V.T.S.A.Sheik Abdul Khader, 2) V.T.S.A.Abdul Hameed, 3) V.T.S.A.Ayub Khan, 4) V.T.S.A.Hameed Hussain and 5) V.T.S.A.Abdul Baseeth.
3. One of the partners, namely, V.T.S.A.Sheik Abdul Khader, the father of the writ petitioners 1 and 2 and the husband of the third petitioner was expelled from the firm by the other partners on 23.02.2019. The partnership was reconstituted by executing a fresh partnership dated 23.02.2019. Following the demise of another partner, namely, V.T.S.A.Ayub Khan, once again there was reconstitution of the firm on 09.04.2020. The expelled partner, Thiru.V.T.S.A.Sheik Abdul Khader lodged a police complaint against the other partners and also instituted civil suits before the District Court. A criminal case came to be registered in Crime No.15 of 2020 on the file of the District Crime Branch, Tirunelveli. The other partners filed Crl.O.P.(MD)No.16032 of 2020 and obtained anticipatory bail. The parties were also directed to go before the Arbitrator named by the Court for resolving their disputes. The Arbitrator appointed by the Court (Hon'ble Mr.Justice K.N.Basha) recused himself and in his place another former Judge of the High Court, Hon'ble Mr.Justice B.Gokuldas was appointed. In the meanwhile, V.T.S.A.Sheik Abdul Khader passed away on 09.12.2022. His son V.T.S.A.Abdul Hameed filed W.P.(MD)No.22722 of 2023 for directing the Registrar of Firms, Palayamkottai to create and furnish the user name and password for enabling the e-filing of Form-A and Form-V. The High Court vide order dated 19.09.2023 directed the Registrar of Firms to take a call on the said request. It was further directed that the legal heirs of the deceased partners also should be given an opportunity of hearing. Even though such an order was passed, the proceedings were not concluded. Hence, W.P.(MD)No. 28010 of 2023 came to be filed. Vide order dated 27.11.2023, the Registrar of Firms was directed to dispose of the writ petitioner's representation dated 03.11.2023 and pass final order after due enquiry on or before 20.01.2024. Pursuant to the said order, the Registrar of Firms conducted an enquiry and passed final order dated 18.01.2024 directing the parties to abide by the outcome of the legal proceedings and to present the forms thereafter. Aggrieved by the said order, V.T.S.A.Abdul Hameed filed W.P.(MD)No.2868 of 2024 for quashing the same. The said writ petition was disposed of on 18.11.2024 in the following terms:-
“2.While pending writ petition, the petitioner was provided with user name and password for renewal of his partnership firm by the first respondent. On receipt of the same, the petiti
