Partnership asset allotment as transfer of property can trigger deemed gift-tax when consideration is below market value.

A subsisting partnership firm's allotment of assets to partners is treated as a transfer of property, not a mere internal adjustment of capital, because the partners' common interest in the assets is replaced by exclusive ownership in the allottee. The analysis also states that a partnership firm falls within the inclusive meaning of "person" for gift-tax purposes under the Gift-tax Act, 1958. Where such transfer is made for consideration below market value, the excess of market value over the amount debited to the partners' accounts is treated as a deemed gift and taxed in the hands of the firm.

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Issues: (i) Whether distribution or allotment of partnership assets to partners during the subsistence of the firm, without dissolution or retirement, amounts to a transfer of property or merely an adjustment of the partners' shares and capital; (ii) whether a partnership firm is a "person" liable to gift-tax under the Gift-tax Act, 1958; (iii) whether such transfer, if made for consideration less than market value, gives rise to a deemed gift taxable in the hands of the firm.

Issue (i): Whether distribution or allotment of partnership assets to partners during the subsistence of the firm, without dissolution or retirement, amounts to a transfer of property or merely an adjustment of the partners' shares and capital.

Analysis: The definition of "gift" and "transfer of property" under the Act is wide and includes arrangements that effectively pass control over economic benefits. A partner's interest during the subsistence of a firm is only a shared interest in the totality of assets, not an exclusive right in any specific asset. Authorities on partnership law and taxation were distinguished on the basis that allotment on dissolution or retirement merely realises a pre-existing right, whereas an allotment by the firm to continuing partners during its subsistence extinguishes the common interest of the other partners and enlarges the allottee's interest into exclusive ownership.

Conclusion: Such allotment or distribution is a transfer of property and not a mere adjustment of capital.

Issue (ii): Whether a partnership firm is a "person" liable to gift-tax under the Gift-tax Act, 1958.

Analysis: The charging provision applies to gifts made by a "person", and the definition of "person" is inclusive rather than exhaustive. The Court treated a partnership firm as an assessable entity under the Act and held that the expression "association or body of individuals" is wide enough to cover a partnership firm for gift-tax purposes.

Conclusion: A partnership firm is a "person" liable to gift-tax under the Act.

Issue (iii): Whether such transfer, if made for consideration less than market value, gives rise to a deemed gift taxable in the hands of the firm.

Analysis: Under the deemed gift provision, where property is transferred otherwise than for adequate consideration, the excess of market value over consideration is treated as a gift. Once the allotment by the firm to the partners is treated as a transfer, the difference between the market value of the machinery on the date of transfer and the amount debited to the partners' accounts becomes taxable as a deemed gift.

Conclusion: The firm is liable to gift-tax on the difference between market value and the consideration debited to the partners' accounts.

Final Conclusion: The reference was answered in favour of the Revenue, holding that the allotment of partnership assets to partners during the subsistence of the firm is a taxable transfer giving rise to a deemed gift in the hands of the firm.

Ratio Decidendi: Where a subsisting partnership firm allots its assets to partners so that the shared interest of the partners is replaced by exclusive ownership in the allottee, the transaction is a transfer of property; if the transfer is for inadequate consideration, the excess over market value is a deemed gift taxable under the Gift-tax Act.

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