HONOURABLE MR. JUSTICE D.BHARATHA CHAKRAVARTHY W.P.(MD)No.3719 of 2026 and W.M.P.(MD)Nos.3017 and 4785 of 2026 M/s.S.S. and Co. Rep. by its Managing Partner, B.Subramanian,

BEFORE THE MADURAI BENCH OF MADRAS HIGH COURT

Date of Reserving the Order Date of Pronouncing the Order
11.06.2026 16.06.2026

CORAM :
THE HONOURABLE MR. JUSTICE D.BHARATHA CHAKRAVARTHY

W.P.(MD)No.3719 of 2026
and
W.M.P.(MD)Nos.3017 and 4785 of 2026

M/s.S.S. and Co.
Rep. by its Managing Partner, B.Subramanian,
No.28/6, Chithambaranathapuram 1st Street,
Devakottai, Sivagangai District. … Petitioner

-vs-

1.The State of Tamil Nadu,
Rep. by the Secretary to Government,
Highways Department,
St. George Fort, Chennai -09.

2.The Chief Engineer,
Highways Department,
76, HRS Complex, Guindy,
Chennai-26.

3.The Superintending Engineer (H),
Highways Department,
Construction and Maintenance,
Thiruchirappalli.

4.The Superintending Engineer (H),
NABARD and Rural Roads Division,
Tirunelveli -2.
5.J.Illamvaluthi,
Superintending Engineer (H),
Construction and Maintenance Division,
Tiruchirappalli – 20.

6.M/s.VRV Construction,
Rep. by its Managing Partner,
1-A20, East Seerangapalayam Road,
Salem – 7.

7.M.Murugesan,
Civil Engineering Contractor,
No.47, Ezhil Nagar,
Pudukkottai – 5.

8.Venkateshwara Construction,
Rep. by its Managing Partner, P.Palraj,
Office at No.97/1, Yadhava Street,
Ramanathapuram. … Respondents
[R8 is impleaded vide order dated 04.06.2026
in W.M.P.(MD)No.4621 of 2026]
Prayer:- Writ Petition filed under Article 226 of the Constitution of India, to issue a Writ of Certiorarified Mandamus, calling for the records relating to the impugned order passed by the fourth respondent dated 04.02.2026 in Se.Mu.Aa.No.2107/2025/Va1 and quash the same as illegal, arbitrary and without jurisdiction and consequently, direct the fourth respondent to restore the petitioner’s Class-I Contractor registration on roll.
For Petitioner : Mr.R.Shanmuga Sundaram
Senior Counsel
for Mr.R.Mathiyalagan

For R1 to R4 : Ms.P.Sudarkodi Nachiar
Standing Counsel

For R5 to R7 : No Appearance

For R8 : Mr.S.Satheeskumar
ORDER
A. The Case of the Petitioner:

The Writ Petitioner, M/s.S.S. & Co., is a partnership firm registered with the Registrar of Firms, Karaikudi, vide FR/Karikudi/6/2022. Claiming 18 years of experience of its Managing Partner, it was registered as a Class-I Contractor with the fourth respondent by proceedings dated 18.05.2022 and has since executed more than 70 works without any blemish.

2. The petitioner and the sixth and seventh respondents participated in the Tender dated 19.08.2025. The petitioner was L1 [the Lowest One bidder]. With malafide intention to award the tender to the respondents 6 and 7, the third respondent delayed the opening of the bid, which ought to have been on 30.09.2025.

3. Based on complaints made by the respondents 6 and 7, on 29.10.2025, a communication was issued to the petitioner raising certain queries regarding the partnership, pointing out the discrepancy in the partnership deed regarding the number of partners, which was stated as four in one place and five in another, and the inclusion of minors as partners. The petitioner found that the petitioner’s partnership deed, which accompanied the bid, was illegally supplied to the respondents 6 and 7. The petitioner submitted a reply on 02.11.2025, stating that the third respondent had no jurisdiction to question the petitioner’s partnership.

4. The petitioner received a communication dated 04.11.2025 from the fourth respondent, which repeated the same allegations and sought an explanation regarding the petitioner’s partnership. The petitioner submitted a reply on 08.11.2025, contending that Clause 9 of the Registration Order permits cancellation of registration only if it has been obtained by producing a false or fabricated document.

5. Thereafter, a show cause notice dated 14.11.2025 was issued, calling upon the petitioner to explain why the firm’s registration should not be cancelled on the ground that minors have been shown in the partnership deed with a 10% profit and loss share. The said show cause notice was challenged in W.P.(MD) No.33192 of 2025, which was disposed of by an order dated 29.01.2026, directing the petitioner to submit an explanation. The petitioner firm executed a clarificatory amendment deed on 24.12.2025, correcting discrepancies regarding the number of partners and clarifying that the minors will be admitted only to the benefits of the partnership. On that basis, the petitioner also submitted a detailed explanation on 31.01.2026.
6. However, the said explanation was not accepted, and the petitioner’s registration was cancelled. Challenging the same, the present writ petition is filed. It is contended that the discrepancy noted in the show cause notice has since been rectified by the clarificatory deed. It is further contended that the entire exercise of issuing the show cause notice was without jurisdiction and was also motivated by an oblique motive. No false particulars have been furnished by the petitioner.

B. The Case of the Respondents:
7. The writ petition is resisted by the respondents 1 to 5, who have filed a common counter-affidavit. It is stated that the respondents are entitled to scrutinise the partnership deed even after its registration. As per Section 30 of the Indian Partnership Act 1932, minors cannot be made partners of the firm. In the Deed of Partnership dated 27.01.2022, the children of the Managing Partner, namely, S.Sivaprasad and S.Yuvashica, were made partners with a profit-and-loss-sharing ratio of 10% each and a capital contribution of Rs.8,00,000/- each. Therefore, the partnership is invalid. There is no question of amending the illegal partnership, as the amendment deed itself categorically admits the mistake. Therefore, the only course open to the petitioner firm is to re-register the partnership firm afresh and thereafter, apply for fresh registration. The registration, which was done on the basis of the illegal partnership deed, is liable for cancellation.
C. The Arguments :
8. Mr.R.Shanmugasundaram, learned Senior Counsel, appearing on behalf of the petitioner, reiterating the above facts, would submit that, in the meanwhile, the work has now been allotted to third parties. However, once the discrepancy pointed out is rectified by the clarificatory deed, there was no occasion for the fourth respondent to cancel the very registration. The petitioner had executed the works without any blemish whatsoever. The fourth respondent, only to favour the other contractors, has indulged in the said exercise. The entire exercise is mala fide, since even the petitioner’s partnership deed was supplied to the respondents 6 and 7 before the tender was opened.

9. Ms.P.Sudarkodi Nachiar, learned Government Standing Counsel, appearing on behalf of the respondents 1 to 4, would submit that once the registration itself is based on an illegal document, it cannot be sustained by a subsequent clarification. She would rely on the judgment of the Honourable Supreme Court of India in Commissioner of Income Tax, Bombay v. Dwarakadas Khetan & Co. , particularly, Paragraphs 9 and 10, to contend that the original partnership deed cannot be regarded as valid for the purpose of registration. The authorities can register the partnership as between the adults alone. The registering authority cannot consider the subsequent document, and she would submit that the only course open to the writ petitioner is to start afresh.

10. In reply, Mr.R.Shanmugasundaram, learned Senior Counsel, would rely on the judgment in Commissioner of Income Tax, Mysore v. Shah Mohandas Sadhuram to contend that the Honourable Supreme Court considered the said decision in Dwarakadas Khetan and Co (cited supra), along with all the other decisions and laid down the law in Paragraph 11. As long as the partnership deed does not make a minor a full partner, it cannot be regarded as invalid.

D. The Discussion & Findings:
11. I have considered the rival submissions and perused the material records of the case. At the outset, I am not in agreement with the submission made on behalf of the petitioner relating to jurisdiction and motive. When the petitioner has produced a partnership deed and obtained registration on the basis thereof, at any time thereafter, being the registering authority, it would be open to the third and fourth respondents to scrutinise the same, as the agreements would be entered into with the said partnership firm. Therefore, the very exercise of scrutinising the petitioner’s partnership cannot be termed as without jurisdiction. When the subject matter concerns a minor being a partner, the same is concerning to the parties’ very right to enter into any contract. As such, there need not be any express enabling clause to look into the same.

12. Section 30(1) of the Indian Partnership Act, 1932, reads as under:
”30. Minors admitted to the benefits of partnership.—(1) A person who is a minor according to the law to which he is subject may not be a partner in a firm, but, with the consent of all the partners for the time being, he may be admitted to the benefits of partnership.”

13. The judgment of the Hon’ble Supreme Court in Dwarkadas Khetan & Co. (cited supra) categorically declares that a partnership deed which proclaims minors as full partners as invalid and held that by interpretation, the Income Tax Authorities cannot construe the same as admitting the minor only to benefits and registering the firm under Rule 26-A of the Income Tax Rules. The relevant portion of Paragraph 10 of the said judgment reads thus :
”10. Section 30 of the Indian Partnership Act clearly lays down that a minor cannot become a partner, though with the consent of adult partners, he may be admitted to the benefits of partnership. Any document which goes beyond this section cannot be regarded as a valid document for the purpose of registration. …” (Emphasis supplied)

14. In Shah Mohandas Sadhuram (cited supra), the Hon’ble Supreme Court considered the partnership deed, which, in its recital, clearly stated that of the four members of the partnership, the third and fourth members were admitted to the benefits of the said partnership but not to the liabilities thereunder. Thus, in view of the same, after considering the afore-mentioned judgment in Dwarakadas (cited supra), the Hon’ble Supreme Court held that as long as the partnership does not make a minor a full partner, a partnership deed cannot be regarded as invalid. Upon a careful reading of both judgments, it can be seen that if a partnership deed makes a minor a full partner, the same will be invalid.

15. A reading of the Deed of Partnership, originally entered into by the Petitioner Firm and dated 27.01.2022, shows that the third partner, S Sivaprasad, aged about 15 years, and the fourth partner, S.Yuvashica, aged about 14 years, both minors, were made full partners. The terms and conditions indicate that their profit-or-loss-sharing ratio is 10%, and they are said to have contributed capital of Rs.8,00,000/- each. Therefore, the partnership as originally constituted is invalid.

16. The very same parties entered into a deed of amendment on 24.12.2025. The relevant clauses in the above-mentioned partnership deed were amended to provide that the minors are admitted only to the benefits of the partnership firm. Though the amendment deed states that it is entered into only to rectify typographical errors and would not amount to reconstitution, in effect, it can be seen that originally, there were four full partners, including the two minors, and now, by the amendment deed, there are only two full partners, being the adults, and the two minors are admitted only to the benefits. As such, the valid partnership is created only with effect from the date of amendment dated 24.12.2025, and the registration as Class-I contractor made on the basis of the earlier invalid deed cannot hold good, and the petitioner has to re-apply after the valid constitution.

17. It is also possible for the partners to retrospectively constitute / reconstitute the firm, and such retrospective action will bind third parties only from the date of public notice. Even assuming, in this case, that the petitioner firm intended the amendments to take effect from the original date, this amounts to the constitution of a valid firm for the first time and cannot be termed a reconstitution. It is not a rectification of a mere technical defect. The respondents are entitled to consider the constitution of the firm and its partners as of the date of registration and grant registration. Thus, the said exercise has to be done afresh. The earlier registration made with an invalid firm cannot survive.

E. The Result:

18. In view thereof, this writ petition is disposed of on the following terms:
(i) The prayer in the writ petition to quash the impugned order dated 04.02.2026 stands rejected;
(ii) The petitioner firm will be entitled to apply afresh for registration as a contractor Class-I. As and when the application is made afresh, the same shall be considered as expeditiously as possible, and orders shall be passed in any event, within one month from the date of application.
(iii) No costs. Consequently, the connected Miscellaneous Petitions are closed.

16.06.2026

NCC : Yes
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To

1.The Secretary to Government of Tamil Nadu,
Highways Department,
St. George Fort, Chennai -09.

2.The Chief Engineer,
Highways Department,
76, HRS Complex, Guindy,
Chennai-26.

3.The Superintending Engineer (H),
Highways Department,
Construction and Maintenance,
Thiruchirappalli.

4.The Superintending Engineer (H),
NABARD and Rural Roads Division,
Tirunelveli -2. 
D.BHARATHA CHAKRAVARTHY, J.

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Pre-deliery order
in
W.P.(MD)No.3719 of 2026

16.06.2026