1976 (8) TMI 35 - HC - Income Tax

Partnership Deed Compliance Key in Registration Denial for Assessee Firm

GS. Dugal And Co. Pvt. Limited Versus Commissioner Of Income-Tax, Bombay City I

GS. Dugal And Co. Pvt. Limited Versus Commissioner Of Income-Tax, Bombay City I - [1978] 111 ITR 757, 1977 CTR 354 Issues Involved:1. Entitlement to registration and renewal of registration of the assessee-firm.2. Validity of the partnership deed and its compliance with legal requirements.3. Proper execution and signing of the partnership documents.4. Allocation of profits in the books of account.5. Interpretation of Section 26A of the Indian Income-tax Act, 1922.Issue-Wise Detailed Analysis:1. Entitlement to Registration and Renewal of Registration of the Assessee-Firm:The primary question was whether the assessee-firm was entitled to registration and renewal of registration for the assessment years 1952-53, 1953-54, and 1954-55. The Income-tax Officer initially refused registration on the grounds that a firm cannot be a partner in another firm, the individual shares of the partners were not specified, and the partnership deeds were not signed by all individual partners. The Tribunal upheld this view, emphasizing that the firm of Messrs. Bishan Singh Jaswant Singh was a partner in the assessee-firm, which is not permissible under law.2. Validity of the Partnership Deed and Its Compliance with Legal Requirements:The partnership deed dated April 5, 1950, indicated that the partnership consisted of three partners: G. S. Dugal & Co. Ltd., Messrs. Bishan Singh Jaswant Singh, and S. Lakhinder Singh. The Tribunal noted that the deed was not signed by all individual partners of Messrs. Bishan Singh Jaswant Singh, which is a requirement for valid registration. The declaration dated May 10, 1950, merely declared the shares of the individual partners of Messrs. Bishan Singh Jaswant Singh and did not rectify or clarify the initial partnership deed.3. Proper Execution and Signing of the Partnership Documents:The Tribunal observed that neither the partnership deed of April 5, 1950, nor the agreement of May 10, 1950, was signed by all individual partners in their capacity as such. The application for registration and renewal of registration was initially signed by Tej Singh on behalf of Messrs. Bishan Singh Jaswant Singh, but not by all four individual partners. This was a significant factor in the refusal of registration.4. Allocation of Profits in the Books of Account:The Tribunal found that the profits were credited to the account of Messrs. Bishan Singh Jaswant Singh and not to the individual partners, which corroborated the conclusion that the firm of Messrs. Bishan Singh Jaswant Singh was a partner in the assessee-firm. This allocation method was inconsistent with the requirement that individual partners' shares must be specified and credited accordingly.5. Interpretation of Section 26A of the Indian Income-tax Act, 1922:Section 26A requires that the firm be constituted under an instrument of partnership specifying the individual shares of the partners. The Tribunal concluded that the assessee-firm did not meet this requirement as the partnership deed did not specify the individual shares of the four partners of Messrs. Bishan Singh Jaswant Singh. The Supreme Court's decision in Dulichand Laxminarayan v. Commissioner of Income-tax was cited, which held that a firm cannot be a partner in another firm.Conclusion:The High Court upheld the Tribunal's decision, confirming that the assessee-firm was not entitled to registration for the assessment year 1952-53 and renewal of registration for the subsequent two years. The court emphasized strict compliance with Section 26A and the necessity for all partners to sign the partnership deed, specifying their individual shares. The subsequent conduct of the parties and the allocation of profits in the books of account further supported the Tribunal's conclusion. The answer to the referred question was in the negative for all three years, and the assessee was ordered to pay the costs of the revenue.