M/S SPECTRUM SPACE INFRA vs STATE OF KARNATAKA

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IN THE HIGH COURT OF KARNATAKA AT BENGALURU

R
TH
DATED THIS THE 25 DAY OF APRIL, 2026


BEFORE

THE HON'BLE MR. JUSTICE SACHIN SHANKAR MAGADUM

WRIT PETITION NO. 35007 OF 2025 (GM-ST/RN)


BETWEEN:

1. M/S SPECTRUM SPACE INFRA
HAVING ITS OFFICE AT NO.37,
WORKHUB BY NOVEL OFFICE
ND
DODDANEKUNDI, 2 PHASE
INDUSTRIAL AREA, MAHADEVAPURA POST
WHITEFIELD ROAD, BENGALURU - 560048
REPRESENTED BY ITS PARTNER
PARTHO CHAUDHURI

REGISTERED UNDER PARTNERSHIP ACT 1932.

2. DINERO TRUST
HAVING ITS REGISTERED OFFICE AT #133
ADARSH PALM RETREAT
VILLAS PHASE I AND II
DEVARABEESANAHALLI
BANGALORE, KARNATAKA - 560 102
REPRESENTED BY TRUSTEE EXPRESS FIDUCIARY
SERVICES LLP
TRUSTEE IS REPRESENTED BY ONE OF ITS
PARTNERS
MR. PARTHO CHAUDHURI
S/O SUJIT CHAUDHURI

3. ENAS TRUST
TH
HAVING ITS REGISTERED OFFICE AT #57, 13
CROSS
GAJENDRA NAGAR, ANEPALYA
BANGALORE, KARNATAKA - 560 047
REPRESENTED BY TRUSTEE EXPRESS FIDUCIARY









Digitally
signed by
CHAITHRA A
Location:
HIGH
COURT OF
KARNATAKA

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SERVICES LLP,
TRUSTEE IS REPRESENTED BY ITS PARTNER
MR. MALLARA BANAVADI RAVINDRA ABHISHEK

4. SMS. SOFTWARE PRIVATE LIMITED
HAVING ITS REGISTERED OFFICE AT 46/4
NOVEL TECH PARK
HOSUR ROAD, KUDLUGATE
BENGALURU URBAN
KARNATAKA - 560 068
REPRESENTED BY ITS DIRECTOR
MR. NAGAMANIGANDAN NAGESWARAJ

…PETITIONERS

(BY SRI. ANISH ACHARYA., ADVOCATE)

AND:

1. STATE OF KARNATAKA
DEPARTMENT OF STAMPS AND REGISTRATION
VIDHAN SOUDHA
AMBEDKAR VEEDI,
BENGALURU
REPRESENTED BY ITS SECRETARY

2. DISTRICT REGISTRAR,
SHIVAJINAGAR
TH
NO.122/22, 4 FLOOR,
MONARK CHAMBER
INFANTRY ROAD,
BANGALORE - 560001.
…RESPONDENTS

(BY SMT. NAVYA SHEKAR, AGA FOR R1 & R2)

THIS WRIT PETITION IS FILED UNDER ARTICLES 226
AND 227 OF THE CONSTITUTION OF INDIA PRAYING TO
DIRECTING THE RESPONDENTS TO CONSIDER THE
REPRESENTATION AND REGISTER THE PETITIONER'S
PARTNERSHIP FIRM IN ACCORDANCE WITH SECTION 58 OF

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INDIAN PARTNERSHIP ACT 1932 AND KARNATAKA
PARTNERSHIP (REGULATION OF FIRMS) RULES 1954.

THIS PETITION, COMING ON FOR DICTATING ORDERS,
THIS DAY, ORDER WAS MADE THEREIN AS UNDER:

CORAM: HON'BLE MR. JUSTICE SACHIN SHANKAR MAGADUM

ORAL ORDER

The captioned writ petition is filed seeking a writ in
the nature of mandamus to direct the respondents to
consider the representation of the petitioner and register
the partnership firm under the provisions of the Indian
Partnership Act, 1932 (for short "the Act")
2. The facts, in brief, are that the petitioner-firm,
though presently unregistered, came into existence on
10.06.2020 under a partnership deed executed between
Shri S. Mahalingam and M/s Poseidon Trust under the
name and style M/s Novel Nexus Infra. Subsequently, the
firm underwent reconstitution on 07.07.2021 and again on
06.12.2021 by inducting additional partners. Thereafter,
the firm also changed its name to M/s Spectrum Space
Infra by amendment dated 03.10.2023.

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3. The petitioner, with an intent to obtain
statutory recognition, submitted Form No. 1 before the
jurisdictional Sub-Registrar, Shivajinagar, invoking Section
58 of the Act, seeking registration of the firm.
4. The said application, however, came to be
rejected by the respondent-authority vide endorsement
dated 17.09.2025, placing reliance on Rule 4(2) of the
Karnataka Partnership (Registration of Firms) Rules, 1954,
(for short "The Rules") on the premise that changes in
constitution were not intimated within 15 days.
5. In the light of the rival submissions, the
following point arises for consideration:
“Whether the Registrar is justified in rejecting an
application for registration of an unregistered
partnership firm under Section 58 of the Act, on the
ground of delay and non-compliance with Rule 4(2)
of the Rules?”

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6. Before adverting to the controversy, it is
necessary to extract and examine the relevant statutory
provisions. Section 58 of the Act contemplates that:
"58. Application for registration.—(1) The
registration of a firm may be effected at any time
bysending by post or delivering to the Registrar of
the area in which any place of business of the firm
is situated or proposed to be situated, a statement
in the prescribed form and accompanied by the
prescribed fee, stating—
(a) the firm name,
(b) the place or principal place of business of the
firm,
(c) the names of any other places where the firm
carries on business,
(d) the date when each partner joined the firm,
(e) the names in full and permanent addresses of
the partners, and
(f) the duration of the firm.
The statement shall be signed by all the partners,
or by their agents specially authorised in thisbehalf.
(2) Each person signing the statement shall also
verify it in the manner prescribed.
(3) A firm name shall not contain any of the
following words, namely:—
“Crown”, “Emperor”, “Empress”, “Empire”,
“Imperial”, “King”, “Queen”, “Royal”, orwords
expressing or implying the sanction, approval or

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patronage of Government,except [when the State
Government] signifies 4[its] consent to the use of
such words as part of the firm name by
order in writing"
Section 58 of the Act provides a facilitative mechanism
enabling firms to obtain registration. Significantly, the
provision does not prescribe any limitation period for
making such an application.
7. Upon satisfaction that Section 58 of the Act is
complied with, the Registrar shall record the entry and
issue a certificate of registration. Registration is thus a
ministerial act, contingent upon compliance with Section
58 of the Act.
8. Sections 60 to 63 of the Act provides for
recording alteration in firm name place:–
i) Noting closure/opening of branches
ii) Recording changes in partners
iii) Recording dissolution

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These provisions deal exclusively with post-registration
alterations of firms already entered in the Register of
Firms.
9. Rule 4(2) of the Rules mandates that changes
in constitution must be intimated within 15 days. A plain
reading of Rule 4(2) of the Rules, when harmoniously
construed with Sections 60 to 63 of the Act, would
unmistakably indicate that:
"The Rule operates only in respect of already
registered firms;
It governs subsequent changes, not initial
registration."
Therefore, invocation of Rule 4(2) of the Rules in the case
of an unregistered firm seeking first-time registration is
wholly misconceived and legally untenable.
10. The Act does not prescribe any limitation period
for registration, nor any penal consequence disentitling
delayed registration.

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11. The scheme of the Act makes it abundantly clear
that: "Registration is optional, not mandatory. However,
non-registration entails certain disabilities under Section
69 (e.g., inability to sue)."
12. Therefore, the legislative intent is clear that
while non-registration carries consequences, it does not
prohibit eventual registration.
13. At this juncture, it is also apposite to draw
sustenance from the consistent judicial exposition
rendered by various High Courts, which have delineated
the contours of the Registrar’s jurisdiction under the
Registrar, while dealing with an application under Section
58 of the Act, performs a quasi-ministerial function,
confined strictly to verifying whether the statutory
requirements are fulfilled. The Court has cautioned that
the Registrar does not sit in adjudication over the validity
of the partnership, its internal arrangements, or its past
procedural lapses. His role is neither that of a civil Court

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nor that of an adjudicatory authority capable of importing
extraneous considerations. Once the statement prescribed
under Section 58 of the Act is duly furnished, signed, and
accompanied by the requisite fee, the Registrar is bound
to act in terms of Section 59 of the Act and effect
registration.
14. In the same vein, the Gujarat High Court in
Harijan Boot House v. Registrar of Firms,
1
Ahmedabad City, Ahmedabad , has authoritatively held
that the Partnership Act does not prescribe any rigid or
inflexible timeline for seeking registration. The Court
observed that the legislative scheme consciously permits
registration “at any time”, thereby treating registration as
a continuing statutory entitlement rather than a time-
bound obligation. It was further held that mere delay,
however long, cannot be construed as a disqualification,
particularly when the statute itself does not create such a
bar. The Gujarat High Court went on to hold that denial of

1

(1988) 171 ITR 549

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registration on the ground of delay would amount to
reading into the statute a restriction which does not exist,
and such an approach would defeat the very purpose of
enabling firms to regularize their legal status.
15. Applying these well-settled principles to the
facts of the present case, it becomes manifest that the
respondent-authority has clearly transgressed the limits of
its jurisdiction. The petitioners herein are seeking initial
registration under Section 58 of the Act, and not recording
of subsequent changes under Sections 60 to 63 of the Act.
Therefore, the reliance placed on Rule 4(2) of the Rules is
wholly misplaced. Even otherwise, the alleged delay in
approaching the Registrar, coupled with the fact that the
firm underwent reconstitution prior to seeking registration,
cannot constitute a valid ground for rejection. As laid down
by various High Courts, the Registrar cannot assume the
role of an adjudicator to scrutinize the historical evolution
of the firm; and as reiterated by the Gujarat High Court,

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delay by itself does not extinguish the statutory right to
registration.
16. Thus, the impugned action of the respondent in
rejecting the petitioner's application is not only contrary to
the express provisions of the Act but also runs afoul of the
settled judicial dicta, rendering the rejection arbitrary,
unsustainable, and liable to be interfered with under
Article 226 of the Constitution of India.
17. In further reinforcement of the above principle,
it is profitable to refer to the judgment of the Allahabad
High Court in Subhash Chandra Kesarwani v.
Assistant Registrar, Firms, Societies and Chits,
WRIT-C No. 15385 of 2017, wherein the Court has
unequivocally held that the Registrar, while exercising
powers under the Act, does not function as a Court or
adjudicatory authority but discharges a limited
administrative and ministerial role. The Allahabad High
Court emphatically observed that once the statutory

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requirements contemplated under Section 58 of the Act
are complied with, the Registrar cannot embark upon an
adjudicatory exercise nor can he refuse registration on
extraneous or hyper-technical grounds such as delay,
reconstitution, or procedural lapses which are not
expressly engrafted in the statute. The said principle flows
from the express language employed in Section 58(1) of
the Act, which provides that the registration of a firm may
be effected “at any time”, thereby clearly evincing the
legislative intent that there is no prescribed period of
limitation and that the right to seek registration remains a
continuing right.
18. A similar view has been echoed by the
Jharkhand High Court in M/s K A S G and Co. vs. State
of Jharkhand (W.P.(C) No. 6642 of 2022) wherein the
Court reiterated that the Registrar cannot import
conditions which are alien to the statutory framework and
cannot deny registration on arbitrary or technical
considerations not traceable to the Act. The Court further

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held that so long as the foundational requirements under
Section 58 of the Act namely, submission of the prescribed
statement containing particulars of the firm, duly signed
and verified by all partners along with the requisite fee,
are satisfied, the Registrar is bound to effect registration
in terms of Section 59 of the Act.
19. Thus, the consistent judicial pronouncements
across High Courts unmistakably lay down that the
Registrar’s role is not adjudicatory but procedural, and the
statutory mandate permitting registration “at any time”
acts as a complete answer to any objection founded on
delay, reconstitution, or belated compliance. Any refusal
on such grounds would not only defeat the scheme of the
Act but would also amount to reading into the statute a
limitation which the legislature, in its wisdom, has
consciously refrained from prescribing.
20. These judgments consistently underscore that
delay, however inordinate, is not a statutory

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disqualification. Applying the aforesaid principles to the
case on hand, this Court records the following findings:
(a) The petitioners are seeking initial registration
under Section 58 of the Act;
(b) Rule 4(2) of the Rules applies only to firms
already registered;
(c) The Act does not contemplate any outer time
limit for registration;
(d) The rejection is based on a complete
misinterpretation of statutory provisions.
21. The impugned endorsement, therefore, suffers
from patent illegality, non-application of mind, and
misconstruction of statutory scheme.
22. This Court is of the considered view that the
respondent-authority has clearly erred in rejecting the
petitioners’ application by importing conditions which are
alien to the scheme of the Act. The statutory right to seek

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registration cannot be defeated on hyper-technical
grounds, especially when the statute itself does not
impose any embargo.
23. For the foregoing reasons, this Court proceeds
to pass the following:
ORDER
(i) The writ petition is allowed;
(ii) The impugned endorsement dated 17.09.2025
issued by the respondent is hereby set aside;
(iii) A writ in the nature of mandamus is issued
directing the respondent-authority to consider the
petitioners’ application under Section 58 of the
Indian Partnership Act, 1932 afresh, strictly in
accordance with law, without reference to Rule 4(2)
of the Rules as a bar;

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(iv) The respondent shall complete the said exercise
within a period of four (4) weeks from the date of
receipt of a copy of this order;
(v) It is made clear that if the application satisfies
the requirements under Section 58 of the Act, the
authority shall proceed to register the firm in
accordance with Section 59 of the Act.

Sd/-
(SACHIN SHANKAR MAGADUM)
JUDGE






ALB
List No.: 1 Sl No.: 53