Partnership deed construction: guardian signature did not make the minor a partner, and registration remained valid under transitional tax provisions.

A partnership deed must be construed from its own terms: where it names four partners, a widow who signs for herself and as natural guardian of her minor son is treated as contracting in a representative capacity unless the deed clearly admits the minor as a full partner. The minor cannot be made liable as a full partner, and the absence of separate shares for the widow and minor does not invalidate the deed. A valid deed specifying the partners and their shares supports registration, and transitional provisions preserved proceedings under section 33B after repeal of the 1922 Act, so the Commissioner retained jurisdiction.

---

---

Issues: (i) Whether, on a true construction of the partnership deed, the widow partner acted in a representative capacity without admitting her minor son as a full partner or making the deed invalid for want of separate shares; (ii) whether the firm was entitled to registration and the Commissioner could invoke section 33B after repeal of the 1922 Act.

Issue (i): Whether, on a true construction of the partnership deed, the widow partner acted in a representative capacity without admitting her minor son as a full partner or making the deed invalid for want of separate shares.

Analysis: The deed named four partners only, and the mere fact that one partner signed for herself and as natural guardian of her minor son did not, without clear recital, make the minor a partner. Under the Partnership Act, partnership arises from contract, a minor cannot be made a full partner, and the legal effect of the instrument must be gathered from its own terms. A partner may occupy a representative position qua third parties while remaining the contracting party qua the firm. The deed therefore evidenced a partnership between the named adults alone, with internal obligations to the minor not affecting the constitution of the firm.

Conclusion: The Tribunal was justified in holding that the widow was a partner in a representative capacity, that the minor was not made a full-fledged partner liable for losses, that the widow was not a partner in a dual capacity so as to invalidate the deed, and that the widow and the minor were not required to have separate shares specified as partners.

Issue (ii): Whether the firm was entitled to registration and the Commissioner could invoke section 33B after repeal of the 1922 Act.

Analysis: A genuine and valid partnership deed specifying the partners and their shares satisfies the requirements for registration, and the beneficial or internal interest of a non-contracting person does not affect registration. On the jurisdictional point, the continued operation of section 33B proceedings after repeal was saved by the transitional provisions in section 297(2) of the Income-tax Act, 1961 and the Removal of Difficulties Order, 1962.

Conclusion: The Tribunal was justified in holding that the firm was entitled to registration and in setting aside the Commissioner's order under section 33B; the Commissioner had jurisdiction to proceed under section 33B despite repeal.

Final Conclusion: The reference was answered entirely in favour of the assessee, with all questions answered in the affirmative and the Tribunal's view upheld.

Ratio Decidendi: Where a partnership instrument clearly names the contracting partners, a person signing also as guardian or representative is not, without express recital, a partner in the firm; and transitional provisions may preserve pending proceedings under a repealed tax statute.

---