The Court held that for the registration of a reconstituted partnership firm operating an IOCL retail outlet, the petitioner must first obtain a clearance from IOCL, after which the Registrar of Firms shall decide on the application in accordance with the law.

O R D E R:

This Writ Petition is filed seeking the following relief:

“…to issue order, writ or direction more in the nature of WRIT OF MANDAMUS, declaring the inaction of part of the Respondent No.2 in taking the decision on the deed of reconstitution of Partnership dt.29.01.2010 for Registration of Firm vide Rule 4 of AP Partnership (Registration of Firms) Rules, 1951 as illegal, arbitrary, violative of the principles of natural justice, and Articles 14, 19 and 300A of the Constitution of India and consequently direct the respondent No.2 to take the decision on the deed of reconstitution of firm submitted by the petitioner dt.29.01.2021 and to pass such other order(s)…”

2. Heard Mr. Ponnam Ashok Goud, learned counsel for petitioner, Ms. Dara Haritha Kiran, learned Assistant Government Pleader for Stamps and Registration, appearing for respondent Nos.1 and 2 and Ms. T.Shivani Reddy and Ms. B.N.Pravalika Goud, learned counsels, representing Mr. Dominic Fernandes, learned Standing Counsel for Indian Oil Corporation Limited (IOCL) appearing for respondent No.3.

3. A partnership firm came to be registered with the Registrar of Firms on 07.01.2003 with registration No.01 of 2003 in the name and style of ‘M/s. Sri Sangameshwar Service Station’ at Shankarampet Mandal, Medak District, for running an IOCL retail outlet (of petrol and diesel) under partnership deed dated 27.10.1999.

4. One of the partners B.Durgaiah expired in the year 2017 and another partner B.Narayana retired from the firm in the year 2020. V.Sujatha, petitioner herein, is the first and continuing partner. After the death of B.Durgaiah in the year 2017 and retirement of B.Narayana in the year 2020, petitioner was willing to admit Mr. V.Rajan Goud (son of petitioner), as partner and the deed of reconstitution of partnership with Mr. V.Rajan Goud as an incoming partner was sought to be registered. Respondent No.2 i.e., Registrar of Firms refused registration of deed of reconstitution of partnership. Aggrieved by the rejection, writ petition is preferred.

5. Learned counsel for petitioner submitted that petitioner, along with two others, entered into a partnership vide partnership deed dated 27.10.1999. It is further submitted that of the three partners, one partner B.Durgaiah died in the year 2017 and other partner B.Narayana retired from the firm in the year 2020. That in view of the same, petitioner is intending to reconstitute the partnership firm, by adding Mr. V.Rajan Goud (son of petitioner) as a partner. It is submitted that after the deed of reconstitution of partnership was made, it was presented to the Registrar of Firms, but, Registrar of Firms rejected, without any reason.

6. It is submitted that as per Section 42 of the Indian Partnership Act, 1932 , after the death of a partner, partnership firm dissolves. It is further submitted that Rule 4 of Andhra Pradesh Partnership (Registration of Firms) Rules, 1957, entitles registration of the firm, as sought for, by a deed of reconstitution of partnership. It is also submitted that an application for reconstitution of partnership deed can be entertained and that rejection, without any reason, is illegal and arbitrary.

7. Learned Assistant Government Pleader for Stamps and Registration appearing for respondent Nos.1 and 2 submitted that an online application was made by petitioner on 29.01.2021 and the same was returned, for the following reasons:

“Reconstitution of partnership d