A. P. RAVANI, J. ( 1 ) SHOULD the application for recording of changes in the constitution of a firm be submitted within a specified time limit and should the same be submitted in person and not by post? The aforesaid question has arisen in the context of the facts narrated harainbelow. ( 2 ) PETITIONER firm stated its business some time in the year 1946. The firm got itself registered with the Registrar of Firms on 10/03/1955 Thereafter a partner Balvantbhai Dahyabhai Modi died on 5/05/1976 Thus there was a change in the constitution of the firm. But the same was not recorded in the register of firms with the Registrar of Firms. Again another partner Narshibhai Chandulal Nanavati retired from the firm on 27/06/1986 This change in the constitution of the firm was also not got recorded with the Registrar of Firms. However the registration of the firm as originally recorded on 10/03/1955 continued. ( 3 ) THE petitioner firm submitted an application on 27/06/1986 by registered post and requested that the aforesaid changes in the constitution of the firm be noted in the relevant records of the Registrar of firms. The application was rejected by the office of Registrar of firms on the ground that the application should not have been sent by post but the same should have been submitted in person. Thereafter the petitioner submitted two separate applications dated 4/08/1986 requesting to record the change on account of death of one of the partners Shri Balvantbhai Dahyabhai Modi which took place on 5/05/1976 Another application dated 27/10/1986 was submitted for effecting change in the constitution of firm on account of retirement of one of the partners i. e. Narshibhai Chandulal Nanavati. Both those applications have been rejected by the respondent on the ground that the applications for recording change in the constitution of firm have been submitted after a period of about 10 years in one case and in another case the application has been submitted after a period of about 4 years and 6 months. Thus in the opinion of the respondent the applications were inordinately delayed and were submitted after the lapse of a reasonably long time. Thus in the opinion of the respondent the applications were inordinately delayed and were submitted after the lapse of a reasonably long time. The respondent also held that in the application for recording change the applicant is required to make following declaration:" We/i also declare that upto the date of submission of this application there has not been any change in any of the particulars previously intimated save and except the change notified above. "in view of the aforesaid declaration required to be made in the application the respondent held that the application for recording change in the constitution of the firm should be submitted before another change in the constitution of the firm takes place. According to the respondent if an application is submitted for recording two changes in the constitution of the firm simultaneously by one application only then in that case the aforesaid declaration will become meaning less. Hence the respondent authority held that the length of reasonable time would be any time before another change in the constitution of the firm takes place. Therefore before another change takes place the application should be made. The respondent held that registration of firm is voluntary and once the firm is registered all the provisions of law are applicable to such firm and hence when the application is not made within reasonable time the same was required to be rejected. The petitioner firm has challenged the legality and validity of the aforesaid order. ( 4 ) IT may be noted that there is no provision in the Indian Partnership Act 1932 which makes obligatory on the part of a firm to get itself registered with the Registrar of Firms. The registration of a partnership firm is optional. Sections 58 59 63 and 69 of the Indian Partnership Act are the relevant provisions which are required to be read together. Section 58 of the Act provides that registration of firm may be effected at any time by sending by post or delivery to the Registrar of Firms an application in the prescribed form together with the details mentioned in the Section. After receipt of the application when the Registrar is satisfied that provisions of Sec. 58 of the Act have been duly complied with he shall record an entry of the statement in the register called register of firms and shall file the statement. After receipt of the application when the Registrar is satisfied that provisions of Sec. 58 of the Act have been duly complied with he shall record an entry of the statement in the register called register of firms and shall file the statement. This is so provided under Sec. 59 of the Act. Section 63 of the Act deals with recording of changes in the constitution of firm and recording of changes pursuant to the dissolution of the firm. Here also it may be noted that the language used by the legislature is read mandatory. Section 63 of the Act provides that any incoming continuing or outgoing partner may give notice of change to the Registrar of Firms. Similarly in case of dissolution of firm any person who was a partner immediately before the dissolution of the firm may give notice to the Registrar of Firms in respect of such dissolution. Similarly Sec. 63 (2) of the Act provides for recording of changes on account of minor attaining majority and electing to become a partner of the firm. Section 69 of the Act provides for consequence of non-registration of firm. Provisions of Sec. 69 of the Act are mandatory in character. This section puts a firm and also its partners under certain disabilities if the firm is not registered. There is no direct compulsion for getting a firm registered. However no member of an unregistered firm can enforce his right under the Partnership Act against either the firm or any present or past member of the firm nor can the firm sue its customers on their contracts. The firm remains liable to be sued by person outside them and cannot plead set off. ( 5 ) FROM the perusal of the aforesaid provisions of the Act it becomes clear that registration of a firm is not obligatory. If one does not get the firm registered the firm and its partners suffer. They are put to some disabilities. Moreover the registration of a firm takes effect from the date when necessary entry is made in the register of firms by the Registrar of Firms. Similarly even under Sec. 69 of the Partnership Act which deals with the effect of non-registration the registration of a firm subsequent to the filing of a suit does not cure the defect. Moreover the registration of a firm takes effect from the date when necessary entry is made in the register of firms by the Registrar of Firms. Similarly even under Sec. 69 of the Partnership Act which deals with the effect of non-registration the registration of a firm subsequent to the filing of a suit does not cure the defect. In the case of Commissioner of Income Tax A. P. Hyderabad v. M/s. Jayalakshmi Rice and Oil Mills Contractor Company reported in AIR 1971 SC at page 1015 the Supreme Court has held that the registration of a firm is effected only when the entry of the statement is recorded in the register of firms and the statement is filed by the Registrar of Firms as provided in Sec. 59 of the Act. ( 6 ) IN view of the aforesaid settled legal position if a firm or its partners do not choose to get the firm registered or do not choose to get the changes in the constitution of the firm recorded in the register of firms they stared to suffer. Since there is no question of giving retrospective effect to the registration or to the recording of the changes in the constitution of the firm the circumstance as to when the application is made pales into insignificance. The legislature has not provided for any period of limitation during which the firm should be registered or during which the changes as contemplated in Sec. 63 of the Act should be recorded. Therefore the concept of any period of limitation or the concept of within reasonable time cannot be introduced. The scheme of the Act shows that the application either for the registration of the firm or for effecting changes as contemplated under Sec. 63 of the Act can be made at any time. Till the registration is not effected or untill the charges in the constitution of the firm is not recorded the consequences are to be suffered by the firm and its partners and not by others. Therefore if there is delay in submitting application for recording changes in the constitution of firm the respondent cannot take any exception to it. On this ground i. e. on the ground of delay the application cannot be rejected. Therefore if there is delay in submitting application for recording changes in the constitution of firm the respondent cannot take any exception to it. On this ground i. e. on the ground of delay the application cannot be rejected. ( 7 ) REFERENCE may be made to the case of M/s. Rajasthan Trading Company v. The Registrar of Firms and Another reported in AIR 1975 A. P. at page 232. The Andhra Pradesh Government framed rules as A. P. Partnership (Registration of Firms) Rules (1957 ). Rule 4 (2) thereof provided that application for recording changes in the constitution of firm as provided under Sec. 63 (1) of the Act should be submitted within a period of 15 days. This rule was framed under the provisions of Sec. 71 (2) of the Act. The validity of the Rule was challenged before the Andhra Pradesh High Court and the Andhra Pradesh High Court held that the statute itself do not provide for any limitation with reference to a particular matter and the delegation of powers to make rules is conferred by a Section of the Act which does not expressly or impliedly relates to power to prescribe time. Therefore the rule making authority i. e. State Government could not have prescribed a rigid time limit with respect to notice or intimation to be submitted for changes in the constitution of a firm. The rule provided that every statement intimation or notice relating to a firm under Secs. 60 61 62 63 or 63 (2) of the Act should be filed within 15 days from the date of occurrence of the event referred to in the statement intimation or notice. This rule has been held to be ultra vires to powers of the State Government. However in para 8 of the judgment after referring to Sec. 59 of the Act it is observed as follows:"the section itself does not prescribe any limitation as to the period within which notice should be filed. Notice should however be given within a reasonable time. The section which is designed to give relief to the partners of the firm as well as the public should be construed more benevolently. "similar question arose in the case of O. Balanarayanan v. The Registrar of Firms Trivandrum reported in AIR 1984 Kerala at page 20. Notice should however be given within a reasonable time. The section which is designed to give relief to the partners of the firm as well as the public should be construed more benevolently. "similar question arose in the case of O. Balanarayanan v. The Registrar of Firms Trivandrum reported in AIR 1984 Kerala at page 20. The Kerala Government had also framed rule prescribing time limit for filing statement intimation or notice in connection with the events referred to in Secs. 60 61 62 63 or 63 (2 ). The Kerala High Court following the judgment of Andhra Pradesh High Court also struck down the rule by which the time limit had been fixed. ( 8 ) RELYING on the observation of Andhra Pradesh High Court to the effect that notice should however be given within a reasonable time it may be contended that it is open to the Registrar of Films to take into account as to whether the application has been submitted within reasonable time or not. With utmost respect the aforesaid sentence occurring in the judgment of Division Bench of the Andhra Pradesh High Court does not laid down any principle as regards the application to be submitted within reasonable time or not. The aforesaid statement is mere obiterdicta. No question arose before the Andhra Pradesh High Court as to whether application should be filed within a reasonable time or not. The question before the Andhra Pradesh High Court was as to whether the rule prescribing time limit was within the competence of the State Government or not. Therefore the observations that notice should however be given within a reasonable time cannot be taken as a principle laid down by the Andhra Pradesh High Court Even assuming for a moment that any such principle is laid down by Andhra Pradesh High Court with utmost respect it is difficult to agree with the same. First of all the legislature has not provided for any time limit within which application for change in the constitution of the firm may be made. The change is recorded in the register of firms by the Registrar of Firms only after an application is made to the Registrar. The Registrar is not to record the change with retrospective effect. First of all the legislature has not provided for any time limit within which application for change in the constitution of the firm may be made. The change is recorded in the register of firms by the Registrar of Firms only after an application is made to the Registrar. The Registrar is not to record the change with retrospective effect. As in the case of registration of firms under Sec. 59 of the Act recording of change shall also take place from the date on which the entry is recorded in the register of firms. Therefore no one except the firm and its partners would suffer if the application for effecting registration or for recording change in the constitution of the firm is delayed. The concept of reasonable length of time may be introduced in cases where on account of delay the rights and interests of other parties are likely to be affected. Even in such cases the length of time is required to be determined by the facts of the case and the nature of the order under challenge (See para 12 of the judgment in the case between State of Gujarat v. Patel Raghav Natha and Others reported in 10 GLR at page 992 ). But in the case of an application to be made for recording change in the constitution of a firm no such question of affecting rights of other party would arise. Therefore the concept of reasonable time cannot be introduced in matters like application or notice for recording change in the constitution of firm. ( 9 ) THE respondent Registrar of Firms has gravely erred in holding that the application should be made any time before another change in the constitution of the firm takes place. If this principle is upheld it would lead to absurdity and would also create an impossible situation in implementing the same. For instance take an example of firm in which partner A dies on 1st of a particular month. On 10th day thereafter another partner B retires from the firm. In such cases two changes in the constitution of firm take place within a period of 10 days. Even in such cases as per the standard laid down by the respondent if an application is made on 11th day the same cannot be considered. On 10th day thereafter another partner B retires from the firm. In such cases two changes in the constitution of firm take place within a period of 10 days. Even in such cases as per the standard laid down by the respondent if an application is made on 11th day the same cannot be considered. Because the application is made after two changes have taken place in the constitution of the firm. The declaration to be made in the prescribed form which has been referred to hereinabove in para 3 has to be read reasonably. That declaration is required to be made by the parties so as to ensure the accuracy and correctness of the statement made in the application. The declaration is not required to be made for the purpose of determining the length of time within which the application is to be made. Therefore the respondent has gravely erred in relying upon the contents of declaration for determining the length of time within which the application should be made. ( 10 ) THE respondent Registrar of Firms was clearly wrong when he rejected the application submitted by the petitioner on the ground that the same was sent by post. Section 58 of the Act clearly provides that the application may he sent by post. Section 63 of the Act only provides that in the event of change in the constitution of firm or in the event of dissolution of the firm person concerned may give notice to the Registrar of such change or dissolution. There is nothing in the section enjoining a duty upon the firm or its partners to submit the application in person. The application can be submitted by post. Therefore the respondent Registrar of Firms was not justified in rejecting the applications when the same were submitted by post. In above view of the matter it is clear that the applications submitted by the petitioner firm for recording change in the constitution of the firm has been rejected on irrelevant and extraneous grounds. Hence the petition is required to be allowed. ( 11 ) FOR the reasons recorded in the judgment the petition is allowed. The order produced at Annexure B dated 28/29-5-1987 is quashed and set aside. The respondent is directed to decide the applications in accordance with law latest before 30/09/1987 without considering that the applications have been submitted after unreasonable time. ( 11 ) FOR the reasons recorded in the judgment the petition is allowed. The order produced at Annexure B dated 28/29-5-1987 is quashed and set aside. The respondent is directed to decide the applications in accordance with law latest before 30/09/1987 without considering that the applications have been submitted after unreasonable time. Rule made absolute accordingly with no order as to costs. . . . . . Rule made absolute. .