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The Indian Partnership Act, 1932
Section 69 in The Indian Partnership Act, 1932
Section 44 in The Indian Partnership Act, 1932
Section 59 in The Indian Partnership Act, 1932
Section 58 in The Indian Partnership Act, 1932

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Law Commission Report
Partnership Act, 1932 1957
LAW COMMISSION OF INDIA SEVENTH REPORT ON PARTNERSHIP ACT, 1932 1957 CONTENTS P¤r¤sr¤1>b== Pages Part I—Gcneral 1-2 History ofthe Legislation .... . . 1 3 Scope of the proposed revision . . . . . 1-2 4--9 Whether a Erm should be recognised as a legal entity . 2-5 10--11 Whether partnership agreements should be required to be in wntmg ........ 5-6 12-15 Whether firms should be cornpulsorily registered . . 6-8 16 Whether there should be limited liability partnerships . 8 Part II-—SectiUnS 17-59 Examination of the provisions of the Act, indicating the changes proposed ....... S-17 APPENDIX Proposals shown in the form of draft amendments to the existing Act ........ 18-23 NOTE BY DR. N. C. SEN Gu1>·rA . .... 24-21 1-1M of Lawf67 CHAIRMAN. LAW COMMISSION. BOMBAY. July 13. 195]. Shri A. K Sen, Minister of Law. New Delhi. MY DEAR Mimsrnn, I have great pleasure in forwarding herewith the Seventh Report of the Commissio-n on the Partiiership Act. 2. At the lirst meeting of the Law Commission held on the 17th September, 1955, the Commission decided to take up the revision. of the Partnership Act and entrusted the task to a sub-committee consisting of Shri G. S. Pathak and Shri G. N. Joshi. The consideration of the subject was initiated by Shri Joshi who in consultation with Shri Pathak prepared a draft report which was circulated to all members of the Commission and their views invited thereon. The views together with the draft report were discussed at meetings of the Statute Revision Section of the Commission held on the 17tl1 November, 28th December, 1956 and the 7th February, 1957. Important suggestions made by the Members at these meetings were accepted and a revised draft prepared by Shri Joshi in the light of the discussions was circulated to the Members of the Commission. The draft report as revised was discussed at a meeting of the Statute Revision Election of the Commission held ou the 9th March, 1957 and it was fieft to the Chairman and Shri Joshi to Finally settle the report in the light of the discussion. 3. Dr. Sen Gupta has signed the report subject to a separate note which is appended to the report. _-4. 'lihe Commission wishes to acknowledge the services rendered by its Joint Secretary, Shri D. Basu in the preparation of the report. Yours sincerely, M. C. SETALVAD. REPORT OF THE LAW COMLIISSION ON THE PARTNERSHIP ACT Paar I-—GrNnr.»trr Prior to 1932, Chapter XI (Sections 239 to 266) of the Hisivfsi 0f Indian Contract Act, 1372 [Act IX of 1872) contained the ;*h;O[*¥'“‘ law relating to partnership in India. As these provisions were ° °' not exhaustive, it was considered expedient and necessary to separate the law relating to partnership and to embody it in a separate enactment; hence, the Indian Partnership Act, 1932 (Act IX of 1932). This Act is based mainly on the English Partnership Act, l890 (53 and 54 Viet., c. 39} which codified the common law relating to partnership. The English- Partnership Act, 1890 has been the basis of the law of partnership in all countries which have adopted the English common law as the basis of their law, for example, some of the countries constituting th Commonwealth and the United States of America. 2. Before the enactment of the Indian Partnership Act. 1932, the whole subject was carefully examined by a Special Cornmitteel which scrutiniscd the English Partnership Act and the judicial decisions in England and in India with n view to adapting the English provisions to the needs and conditions of India. Apart from minor differences necessitat- ed by the peculiar conditions of India, the basic principles embodied in the Indian Partnership Act, 1932 are the same as those contained in the English Partnership Act, 1890 and in the Uniform Partnership Act prepared in the United States of America? The difficulties felt and the defect;. dis- closed in the working of the English Partnership Act from 1890 to 1931 were considered by the Special Connnitteel which drafted the Indian Partnership Bill and provisions were made in the Act Su as to avoid these didiculties and defects. 3. We have examined the provisions of the Indian Scope out Partnership Act, 1932, in the light of the judicial decisions ihererinou in India and in England and we and that, apart from the p“’p°"d· 'Ganette of India, 1931, Part V, pp. 31 er req. *3 model code drawn up and approved by the Conference of ·=Comm1ssi0ners on Uniform State Laws on the 14th October, 19t4 and adopted in some of the States of the United States of America. 2 alterations which are set out hereinafter, it is not necessary to make any other radical changes. In our opinion, on the whole, the Act is comprehensive and adequate enough to meet the growing needs and requirements of indian trade. commerce and industry and facilitates varied relationships between individuals who intend to associate themselves for the purpose of carrying on trade and commerce. §;]*K5;SElf”u‘: _ It has been suggested to us that the fundamental Shzuld be principle on which the Indian Partnership Act is based, viz., recognised that a “ll['1Tl“ is not a legal person or a legal entity, should asalegal be replaced by the contrary principle which recognises a entity. 130* firm as a legal person or a legal entity, on the ground that “°°°pt°d‘ such a change would be useful to the business and commer- cial community as well as to those who deal with a nrm and that it would also simplify proceedings by and against a nrrn. This question has for a long time engaged the atten- tion of jurists, lawyers and text-book writers in india, England and the United States of America. In England, it has been suggested that the English law o·f Partnership should in this respect be assimilated to that of Scotland which recognises a firm as a legal or juristic person. Lin»ley, in the Introduction to his book on "Partnership", regretted that a iirm was not recognised as a iuristic person and _ stated`- "This non-recognition of the iirm was a defect in the law of Partnership; and it is to be regretted that the Partnership Act did not go further than it did in the direction of assimilating English Law to the Sool) N¤S· pur 81. 15 that provision should be made in the Act to the effect that. ii a suit is filed by a firm which is not registered. the suit should be treated as competent and maintainable, if the firm obtains registration before the decree is passeds _ln our opinion, it i.s not necessary to malice such a provision as it would defeat the very object which 1s_soug,ht to be achieved by the provisions contained in sections 59 to 69 of the Act. 51. The existing Act is anomalous that though it does not provide for compulsory registration of firms, it visits with serious consequences lirms which do not register themselves, This has been commented upon} As we have provided for compulsory registration except in regard to- drms of short duration or with a small capital it is appro-e priate that the operation of_section 69 should he restricted to partnerships which, according to our recommendations. re- quire to compulsorily registered under the Act. It is.— accordingly recommended that the words "In the case of firms required to be registered under this Act” he inserted: at the commencement of section 69. 52. As section 69 is to be made applicable only to such partnerships as are required to be compulsorily registered. there is no need for a provision like that contained in sub- section {3) (rz) of Section 69. Having regard to our recommen- dations in regard to the requirements of a writing and regis-· tration. a iirm which, though required to be registered by the Act. is not registered will not be a ‘tirm’ in the eye of law and no question of its dissolution under the Act could arise. We therefore recommend that clause tc} of subsection (31 of section 69 be omitted. 53. In view of the proposed deletion of section 56. the second part of clause fc:) of subsection (4) of section 69. beginning with the words "or whose places ..................... " will bane to be deleted. S4. We are of the opinion that as a partnership which has not complied with the requirement of registration shall not be a partnership under the Act. it is necessary to ensure that persons who have induced third parties to deal with them on the renrcsentation that they are partners should not be entitled to take advantage of their own default. It should ‘Pol[ock 8:. Mulla, Partnership Act, 1950 Ed., p. 424. 16 therefore be provided that such persons should be stopped as against such third persons from pleading that there is no partnershm at law. by reason of their noncompliance with the statute. A sub-section to this effect has been added to section 69. 70. 55. No alteration is necessary in section 70. 5**- 71- 56. In sub-section (2][b) of section 7l. a reference to the new section GSA has been inserted. Some otftcials concerned with the administration of the Act have suggested a modification of the Schedule referred to it1 this section so as to increase the fees mentioned in it. We are not, however. satisned that an increase is necessary. Secs.?2-73. 57. No change. is suggested in sections 72 and 73. SW- 7*- 58. There is a conflict ot decisions between the Calcutta, Lahore and Patna High Courts. on the one hand. and the Madras. Bombay. Nagpur and Allahabad High Courts’, on the other, on the question whether section 69 bars suits even in cases where the cause of action arose before the conn menoetnent of the Act.°. One viewi is that section 69 does no-t prevail over sec- tion 7465} and that a suit nled by a firm to enforce rights which had accrued before the commencement of the Act would he maintained in spite of non-registration of the firm as the rights had already accrued andthey are not taken away expressly by the Act. The other view` is that the pro- visions of section 74 of the Act are intended to apply to substantive rights and not to matters of procedure, and that section 69 being a procedural provision rnust be considered as retrospective in its operation. Consequently. the procedure laid down in section 69 must be complied with in the case *Surr>nr?r·r1 Nath v. Afrttiohnr De, (FE-5) l.l..R. Eiijal. 213; Firm Kristian Lnl V. Abdur! Ghrrfur, A.l.R- 1935 Lab. 3931 Shah- . mdkfmn v. Drrrhrrr Babu Krtppr`. T.L.R. [1936) 15 Pat. 810. “Syen’ Ibrahim Schih v. Gurulinga Iyer, I.L.R. (1939] Mad. 9BO; Rumuppa v, Babu .S'i`dnppa, I.L.R. U939) Born. 104; Rum- gopaf V. Net Rttrn. AIR. 1941. AU. TESL Syed Fdkir Hussain S'. ·¤C.t1nnr1‘.··n Bai, AIR. 1940 Nag. 367- ’Sectinn 69 ot the Act came into force on the lst October, 1933. 17 of every suit filed after the commencement of the Act. whether it is based on a cause of action which arose before or after the commencement of the Act. As a long time has. elapsed since the Partnership Act 1932 came into force, this question would have had no practical importance now, but for the fact that the Partnership Act, 1932, has been extended to what were Part B States only in 1951, by the Part B States (Laws) Act, 1951 (111 of 1951). The question as to the retrospective operation of scc- tion 69 is, accordingly, bound to arise in these territories and s.ome provision has to be made to remove uncertainty in the law. In our opinion, the proper view is to give restros— pective operation to section 69, and to achieve that object we recommend the insertion of a new sub-section in section 74 59. In order to give a concrete shape to our proposals, we have, in the Appendix, put them into the shape of draft amendments to the relevant sections of the Act. The Appen- dix is not. however, to be treated as a draft Amendment Bill. M. C. SETALVAD {Chairman) M. C. CHAGLA, K. N. WANCHOO. P. SATYANARAYANA RAO. N. C. SEN GUP'I`A*. V. K. T. CHARI, D. NARASA RAJU. S. M. SIKRI. G. S. PATHAK. G. N. JOSH}. N. A. PALKHIVALA. (Members) K. SRINIVASAN. DURGA DAS BASU. Joint Secretaries. Homer: ` The l3th July, 1957. . *Dr. Sen Gupta has signed the Report, subject to the note-· appended at the end. APPENDIX Proposals shown: in the form of draft amendments to the existing Act. Changes made in the text of the existing sections have been shown in italics wherever possible. Section 1. In sub-section (1} of section 1. the word "Indian" shall be omitted. Section 5. In section 5, the words "or at Burmese Budhist husband and wife carrying on business as such" shall be omitted. Section 6. In section 6, the words "Eiccept in cases in which a contract of partnership is required to be in writing" shall be added before the words “In determining whether a group of persons is or is not a ftrrn ......... " Section SA. After section 8, the following section shall he inserted: "CHAPTER ILA. Foamstiow on A Pttnmnasmr Secttozx SA. (1) Every contract of partnership shall except in cases where the partnership is to be for a term of less than six months be in writing : Provided that nothing in the foregoing sub-section shall apply to the following cases, narnely:—— _ ln) where. irrespective of the duration of the partnership, the capital of the pnrtnersh1p is less than live hundred rupees; 1 (ev) yvhere, irrespective of the capital of the partnership, the partner- sh_1D_1s 111 particular adventures or undertakings which are cornpI·eteo` gphm a period of six months from the commencement of the partner- p. (2) 2. contract of partnership is required to be in writing. any variation of such contract shall also be in wrriting." 18 19 Section I2. In section 12, for clause (d), the following clause shall be substitut- ed, namely:-- "The books of the jirrn shall be kept ar the place of business of the firm (Or) the principal place of business (ff there is more rhan one such place} and every partner has a right to have access to and to inspect and copy any of the books of the firms." Section 13. In clause (cl) of section 13, for the words "six per cent. per annum", the words "four per cent. per unnum" shall be substituted. Section 30. In sub-section (1) of section 30, the following shall be inserted at the end, namely:- "Explanation 2 When by the terms of an instrument of partnership a person is a partner in a Erm and such person is known to the other parties to the instrument to be a minor, such person shall be deemed to have only been admitted to the benefits of the pa1·tnership." Section 33. In sub-section (I) of section 33, the following shall be inserted at the end, namely:- "and after giving the partner a reasonable opportunity of showing cause why he should not be expelled". Section 37. In section 37, for the words "six per cent. per annum," the words "jonr per cent. per annum" shall be substituted. Section 44. In section 44, for the words "At the suit of a partner, the court may" the words "Notwith.vtanding any contract to the contrary, the court may, at the suit of a partnc-:r" shall be substituted. Section 56. Section 56 shall be omitted. 20 Section 57A. (New). After section 57, the following section shall be inserted, namely :— “57A. Registration of yirms. (1) Every jirtn in respect of which the contract between the partners determining their mutual rights and duties is rc- quired by this Act to be in writing shall be reggisiereci in accordance with this Act. (2) Except as otherwise provided by sub-section (3), every firm required to- be registered under sub-Section (1} Shot! be re;rz`s— tered within one year from the commettcement of the puri- nership. _ (3) Every firm required to be registered as aforesaid and carry- ing on business at the contmencement of the Indian Partner- ship (Amendment) Act, ...... shui}, if it has not been already registered, be registered within six months from the com- rnencenaent of the said Act. (4) The Registrar nitty register rt firm after the expiry of the period specified in sub-section (2) or sub-section (3)., us the case may be, if he is satisjied that there was sujicieitt cause for not presenting the application for registration within that period." Section 58. For section 58, the following section shall be substituted, namely In “58. App-iication for registration. (1) The registration of a firm may subject to section 57A be effected at any time within the period prescribed by sub- sections (2) and (3) of section 57A by sending 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 situat- ed. a copy of the instrument of partnership and a statement in the prescribed form and accompanied by the prescribed fee, statlng— (tt) the firrn’s name, (b) the place or principal place of business of thc tirm, (c) the names of any other places where the Erm Jarries on the business. (d) the date when each partner joined the firm, (e) the names in full and permanent addresses of the partners. (f) the duration of the firm. 21 (2] Each partner or his agent duly authorised by a special power of attorney in this behalf shall sign and verify the statement in the manner prescribed. (3) A firm's name shall not contain any of the following words, » namely:-— "Bharat", "lndia", "Indian Republic", "Presia'ent of India", or words expressing or implying the sanction, approval or patro- — nage of Government, except when the Union Government or the State Government signines its consent to the use of such words as part of the tirm’s name by order in writing". Section 59. Section 59 shall be renumbered sub-section (1) thereof. and after sub-section (1) as so renumbered, the following sub-section shall be inserted, namely:— "(2) A frm which is registered under sab-section (1) shall use the word "registered" immediately after its narne." Section 63.4 (New). [3) If any Erm fails to comply with the provisions of sub-section (2) every one of its partners shall be punishable with a fine which may extend to rupees ten for every day of such non-compliance unless he proves that he had no knowledge of such non-compliance or that he exercised due diligence to prevent such non-compliance. (4} Every person who trades or carries on business under any name with the word "Registered" or any abbreviation thereof added to it shall, unless the trade or business is that of a firm of that name which has been registered under sub-section (1) be punishable with a line which may extend to rupees fifty for every day of such use. After section 63, the following section shall be inserted, namely:--~ "63A. Intimation to the Registrar of the continuing existence of the frm. (1) Every registered firm which has been in existence for tt period of three years shall send to the Registrar. within six months from the expiry of every period of three years after the registration of the firm, an intimation (in the prescribed form), stating that the firm is continuing and also con- taining. as on the date of the inrimation, the particulars referred to in clauses (tz) to (f) of subsection (I) of sec- tion 58. 22 {2) On receipt of such irztimation the Registrar shui.! make a record of such intimatien in the entry relating to the firm in the Register ot Firms avid shall fiie the irittmtmesr ciicug with the stcttemertt relating to the firm filed under sectioit 59. (3} The Registrar may accept the zmitnation referred to in mh- seetitm (1) after the expiry of the period spectymi therein. if he is satisfied that there was sttyjfieierzt cause for not sertriing the irthrrtarion witizirt that peri0a‘. . (4) If cz registered firm rnakes tieiutztt in sending i.·ztimutio.·t under sub-section (i), the Registrar shui! send it notice JO the time ef his £r·tte.·zmm In treat the firma as rittfgttttix. ami if tw infimation, iu accordancre with 1hot suit-svctttbn is received by the Registrar within a month after time notice is served on the frm, the HYWI shui! be treated mv sieftmct and the Registrar may make rt nate in the Re»;·istes· ef F {rms that the firm has cettsed to exist. (5) On the making of such as note the firm shall jrom the drite thereof be deemed tt; be rt firm not registered wider this Section 69. (a) At the beginning of section 69, the following words be insert- cd·— "In the case of firms required to be registered under this Att": (ip) in sub-section {3), clause (a] shall be omitted; (0) in clause (tt] of subsection (4), the words and figures "ot whose place ot busmess in the said territories are situated in urea; to which, by HO[IHC`£l[lO‘I1 under section 56, this Chapter docs not apply" shall be omitted. - (d) After sub-section (4), a new sub-section (5) shall be inserted as followszh- "Nothirtg in section II or this section shari] entitle persons who haste induced third parties to have dealings with them on the representation That they are partrters, to phead as against such third parties that there was rio p·tvrtrtersi1a`p in iaw between them." Section 71. In cleuse (b) of sub-section (2) of section 71, for the words "62 and 63' . the words "62. 63 and section 63A" shall bc substituted. 23 Section 74. Suction 74 shall bc renumbered as sub-section (lo) thereof. and after sub-section (1) so renumbered. tho following sub-wction shall bc: lnsortcd, namely;- "(2) N0·twft}zstnndin_s; anything cwnmhrcd in sub-section (I} (d), the provz'si0~n.s· of sub-section.v (I) and (2) of section 69 . Shaft apply t0 JZ! suits instituted in the territories which inzrnedintely b€][O1"(? the Ist they of Nm=embc¤·, I956, fm·n.=.c·tl' part of any Part B State (other than the Statw of Jhcnnmxc cmd Kasnnzfr), even if the cause of action with f£’S_UL’C`[ to the said suits had arisen before the dare on which zni.·.· Act had been extended to Port B States by the Part B States (Lcmasi) Act, 195] (Act III of I95I)." NOTE BY DR. N. C. S-EN GUPTA I regret to have to disagree with the opinion of the majority on a few points. The proposed Section 11 and Section 57-A are large innovations. I feel that the necessity, utility, and above all, their practieahility have not been duly considered. · Th majority report at page 4 recognises the hardship to the people as well as the serious administrative difficulties involved in a written contract being cotnpulsory for a partnership. What over- riding public advantage is to be derived from it is not however so clear. It cannot be denied that it would be advantageous to the partners themselves to have the terms reduced to writing and it is true that it would give relief to Courts in determining the exact terms of the contract when the matter comes to Court. But it must be remembered that unlike Memoranda and Articles of Associa- tion of Companies, a Partnership Agreement is a purely private agreement between the partners and its terms do not bind any stranger dealing with them. No public interest is likely to he served by enforcing such a writing instead of leaving it to partners to decide the question on consideration of their convenience and advantage. The principal consideration which. according to the report, weigh- ed with my colleagues seems to have been that the suggestion has come from a substantial sec·tion of the business community. I have not seen the suggestions from the business community and am not aware what reasons have been put forward by thcm for it. It is the reasons we have to consider and not their ln-are opinions. And, I greatly doubt that those who have made it voice the opinion or reflect the feelings of thc huge mass of traders of the entire country. The only persons who would be interested in the writing or benetit by it are the partners. But they may have their own. difficulties, considering probably the innumerable partnership businesses which are C31'Il€d on in remote villages of this vast country and we cannot hope to assess the difliculties or solve them by an ex-cnzhedra opinion. 24 25 That it would cause hardship to myriads of existing partnership is recognised. It is not so clearly visible why they should have a writing, nevertheless. The hardship would be particularly on old existing hrms who have been canying on for years without a deed. A very pertinent question to ask would be what would happen if there is no writing. The result would be to make it impossible under Section 91 of the Evidence Act to prove a partnership. Now. suppose two persons are carrying on a business as partners, and their books c. early show how they have been sharing profits for years. This provision would enable the partner who is bossing the show to deny the partnership and make it impossible for the other partners to prove the partnership in the absence of a deed. 'This provision would therefore be of real beneht t-o fraudulent partners to defeat the rights of a As was found, in the case of the Statute of Frauds, the statute could be used to perpetrate a fraud without the benefit of the equitable principle which enabled English Courts to get round the Statute in such cases. I shall presently deal with the "hardships and administrative . dii‘ficulties" referred to in the report, only to be brushed aside. SECTION 57-A The proposals not only make a writing compulsory, they also make registration compulsory under Clause 57-A. Here again the hrst question to ask is what would happen if the firm is not registered. The proper logical conclusion would be to say. as it has been said in respect of companies by Section ll of the Companies Act that trading. by such firms would be illegal and forbidden under penalties. My colleagues realise the impossi- _ bility of such a provision and leave the consequences virtually as they are under Section 69 of the existing Act. though my colleagues are of the opinion, contrary to decided: cases, that subsequent registration after suit should not get over the bar in Section 69. because as they point out at page 12. an unregistered firm whose registration is compulsory, is not a firm in the eye of law. It is pertinent to note that the proposals nowhere provide that an unregistered firm is not a firm at all in the eye of law. The dini- culties of such a view would appear on examination. If it is not a firm, what is it? Section 4 of the Partnership Act which has not been sought to be altered gives definitions of ‘Partnership’ and ‘firm’ which would certainly include a business of this character, even though unregistered. 26 There is nu law even in these proposals which forbids joint trading by two or more persons. Such. trading will lawfully g0.0n.l What are such businesses if rmt :1 tirm according to the dehnitirm of Section 4? lt will be remembered that nm only joint businesses of this nature but also joint family businesses exist in any number. It is not proposed to touch them. lf joint family business as also other joint ventures can gu cm without registration, what reason cf public interest is there iu requiring partnerships to be registered ? The considerations of administrative diiftculties in insisting OTI writing and registration have been referred tu in the report but we are asked. nevertheless, to take this bold step having regard to the advantages which have not however been elucidated. As I have indicated, in cozmecticn with the requirements of writing, there is DO advantage to the public in making the registra- tion compulsory. For whatever is contained in the Partnership Deed is at matter between the partners only which does not bind any cme except the- partners. Further, at partnership, unlike a Company, makes the partners jointly and severally 1i¤.ble,—s0 that any person dealing with the Erm is amply protected if only he takes the rnrdi- nary cure of :1.see-rmiutng beforehand who are the partners. In the Companies Act not only registration, but numerous other things are nece-ssa1r;.·e,—rep0r1s are tu be filed from time to time which give the public an exact idea as far as possible of the asset; and the solvency of the company. That is a matter ef great importance. Because the liability uf the company is limited to the value of the shares. The same reason docs not exist in the case of partnership. A5: I have pe-intecl out before, the compulsory registration might. on the other hand, become em instrument of fraud. Considering that the existing partnerships are also required t0 be registered within 21 · limited time, it would put .1 serious pressure upon the existing part- ners and enable a fraudulent partner to deny his obligation arising, nut of the contract uf partnership by at plea simply that the - partnership has not been regiertered. I do not visualise any other berrelit to the public from this clause. N0 doubt 0-ne might say that registration of every cctmtractuul legal relation between the persons is desirable so that they should be placed 011 an abscrlulely u¤<:l1z1l1engeable footing. But that is obviously a counsel 0f perfection. 011 the other hand, the administrative dilliculties recognised by the Report are that there are not merely ephemeral partnerships but fairly substantial partnerships spread all over the length and 27 breadth of the country in remote villages which have been carrying on without registration. To require all of them to be registered would plaoe an impossible burden on the thousands of business undertakings in the villages. The administrative difficulties are enormous. At present the only thing mentioned in the Partnership Act is that it. may be registered. It is obvious that mere registration does not carry us very far, unless returns are made keeping the Registers uptodate not only in respect of the matters which the Report provides but also in respect of other matters. It must be remembered that at present, at any rate in West Bengal, partnerships are registered by the Registrar of Joint Stock Companies who has his oilice in Calcutta and there is no sort of agency in the Mufassil. To make registration of village partnerships compulsory, there must be at least one full- rledged registration o-{lice in each district if not in smaller areas and there must also be provisions such as we have in the Registration Act for the copies of the registers and partnership deeds to be sent to other registration ollioes. A huge lot of paper worl; will have to be done. The Registrar of Partnerships would become a different omcial from the present Registrar. One can visuali-se the vast amount of expenditure and the enormous staff which will be requir- ed for the purpose of an ellicient organisation for compujsory regis- tratio·n of Partnership initially and for the registration of other reports and other things in the course of years. The expenditure of public fund upon this must necessarily be enormous and the organi- sation will take time. In the absence of any public benefit from incurring this expenditure and complexity, I cannot agree that compulsory registration of partnership should be introduced now. In my opinion. therefore, the amendments sought in Sections ll and 57-A of the Draft as well as the consequential provisions in Sections 58, 59, 63 (al and 69, except the addition suggested after sub-section (4) of Section 69, should be omitted. With regard to Section 59, sub-section {2), also l consider this amendment. superfluous. ln the case of companies the use of the word ‘Limited’ and now the word ‘l-’rivate’ is necessary in order to give the persons dealing with the companies the exact idea of the status of the company which is material, because the liability of the company is limited to the capital and does not extend to the mem- bers personally. There is not the same necessity for the use of the word ‘registeted’ beyond encumbering the business name of the firm. N. C. SEN GUP’I`.·\. GIPN—S1—1 M. of Lawl67—27-2.66-450