 No, no, it's fine. Good afternoon, everyone. And first of all, we would like to congratulate Esmukhant, who has been recently designated as a senior advocate. That only shows that his passion towards knowledge sharing has been well appreciated, not amongst the community itself, but also people at large and the legal fraternity amongst the judges also. Indian Partnership Act has an interplay in large number of parts, like negotiable instrument act in the civil proceedings, recovery proceedings. And even otherwise, to understand these are all aspects, we had requested Mr. Mukant to share his knowledge with more emphasis what could be facilitated for the persons preparing for the judiciary, ADA, that is Assistant District Attorney. That was one of the facets which I learned from Mr. Mukant, he asked what will be the ADA. Then I transpired that down south, they normally call it Assistant Public Prosecutor. And that's the same what Ari Lakshmiya also called me up specifically asking. Probably there seems to be some typographical error. It only shows that it can be the same thing, but it has different connotations at different places. I would request Mr. Mukant to share his knowledge for the purposes of students of the judiciary, these law exams, company secretary, and the APP slash ADA. Over to Mukant. Thank you, Mr. Vikas. And thank you for this nice opportunity that you have meant to reread the act, even though as lawyers, we always, we get the chance to read for the purpose of the case, but for the, in the front of academics, you are the one who always compels it. I would say it is a good compulsion. And because of you, we read it again and again. Thank you. But only by the section, we can read the entire act. Else for the case, we have reading only particular sections for the purpose of the case. Anyway, for this session, I wish to go into the partnership act. In the following manner, this act contains certain specific chapters like definition sections, the relationship of the partners amongst themselves, what is their position? Relationship between partners and third parties. Third parties are those who are not partners within the firm. There is a chapter to deal with relationship between partners and third parties. How do we treat the property of the firm, whether as a mobile or as an in case of disillusion? What is the situation of an incoming partner and an outgoing partner? This is one aspect. The other aspect is retirement, then disillusion and finally registration. So, these are all the broad categories which I am going to touch upon this lecture. One, about definitions. Two, about the nature of partnership. How partnership differs from Hindu undivided family. Thirdly, the relationship between partners amongst themselves. Fourthly, relationship between partners and the third parties. Fifthly, on dissolution. And the sixthly, on registration of firms. What is the compulsion? What is the requirement? If a firm is not registered, then what is the disability the firm suffers? These are all the broad categories in which we are going to discuss in this lecture. Now, considering the preliminary portion, that is the definition portion is concerned. We may have to note few definitions which are important and that will travel along with the, it will travel entirely. One is act of firm. The other one is business. What is the definition for business? The other important thing is third party because partnership, actions of partners. Business is always conducted with third parties. How it affects the firm? This is the major portion in the definition section. Now, most important thing is act of firm. What is the act of firm? Note the business of the firm and the representation by the partners are act of firm. We agree with that. But what does it actually means? Two years. It says about the act or an omission by a partner. It includes two activities. Whatever the partner acts for the firm or if he fails or neglects to do, that is also coming under the broad category of act of firm. He will also be liable for negligence. This act, the important thing that we have to see is the act of the firm must give rise to enforceability of any contract. It's a right to be enforced. Because partner acts as an agent of the firm. This is one aspect. Second aspect is business. What is business? Does profession comes under the category of business or mere trade alone comes under the category of business. Interestingly, if we see section two, subsection B, it contains three categories within the definition called business. Business includes following three things. One is trade. Two is occupation. And the three is profession. So profession is also a form of business according to the partnership act. See, if you take CPC section 150, there is a specific word, the business of good in disposing of cases and other things. So business, in case of partnership, it contains three categories. One is trade, usual commerce, occupation, the person who indulges in particular application. And thirdly, it includes profession also. This is one category of definition that we may have to know. The third one is, I have already pointed out, the partnership act deals with the partnership act, the framework of partnership act deals with the issues that arises with the third party to the partnership. So who is a third part? It is simple, very simple definition. It says persons other than partners are third parties. Or person who is not a partner is a third party. This is a very simple definition. So with this definition, we shall march forward into the act. The concepts that we have to live on under the act are one, who is a partner? Two, what is partnership? Three, in what manner partnership differs with a co-ownership? In what manner partnership differs with Hindu and divided families? So partner means he is a part of an activity. Minimum there should be two persons. To make a partnership work. So the act prescribes two as a minimum requirement to form a partnership. And 50 as a maximum limit for partnership. Previously it was 20. Now it is raised to 50. How? We may have to rely upon companies at section 434. The central government specifies in companies miscellaneous rules 2014 under rule 10 that the maximum number of persons for partnership can be sustained. So that is why the ceiling limit is between 250. This is the thing that we have. Now, the important thing is definition section 4. Section 4 deals with certain important concepts, terms. It says about partnership, partner, firm and firm name. Who is a partner? What is a partnership? What is called a firm and what is the firm's name? What is a partnership? Partnership is a relationship between persons. We see the word is relationship between the person. In future we will read what is relationship? There should be real relationship. Real relationship. If there is no real relationship then there is no partnership. So partnership is relationship between persons. Who have agreed to share the profits? Who have agreed to share the profits of a business? See the term business carried on by all or any of them acting for all. See the words that we have to concentrate in the term partnership is relationship between persons to business. It is for the purpose of sharing of profits. Third, sharing of profits. And fourth is a person acting for all, for one or acting for all. These are all the four things that we may have to see in the term partnership. Now, if they form a partnership and if they write it down as a document, then we call it a partnership deal. For mortgage, we call mortgage deal. For sale, we call sale deal. For partnership, we call partnership deal. So it is a written instrument executed between all the partners putting on the terms and conditions on which they are going to operate. Like what is the capital? What is the share of profit? What are all the ways in which they are going to deal the business? They form a path in that writing. That particular writing put into words and signed by all the parties is called a partnership deal. It is like a memorandum for a company. So what it will contain? It will contain the names who are all going to be the partners, where the partnership is going to be conducted. What is the nature of business? Whether they are going to deal in manufacturing or selling? Or what is the nature of business? And what is the duration of the business? Suppose for Diwali, they are going to enter into partnership. It is a joint venture for a particular purpose. But on a large scale that they wanted to buy products and sell it. They entered into some type of arrangement. If it is for a particular period, then they can also mention to what extent or to which period they wanted to continue the partnership so that it can be incorporated. What is the amount that they are working in? If at all they wanted to reattach interest on the capital that they have invested, how are they going to take it? Whether they are entitled to do it or not? Whether salary had to be paid? Because section 13 does not empower a partnership to grant salary. So whether as a matter of rate, the partner cannot ask for salary. But if it is incorporated in the document, then he can ask for a salary. So section 13 and what are the rights and liabilities of these partners? The extent of a liability. Suppose if a minor is detected, what is the rate? So all these things can be incorporated in this document called partnership deed. This is one aspect. So what are all the things that particularly it must contain? One, a partnership must contain the following features. One, there must be a minimum 2% or maximum number must be restricted to 50. Two, there must be an agreement between the parties. The arrangement, the understanding must be put into writing. They must do business. They must have to carry on some trade or profession or some occupation. The object is to share the profit. 1% to represent, 1% can do or anyone can represent anybody. The other important thing is good faith. One should act for and on behalf of the other in good faith. And finally, the liability of each of the partner is unlimited. Unlike companies. These are the things that we may have to see. One, in case of, see I have told minimum 2%. It is just associating 1 or 2% forming partnership. Can we call all association of persons as partnership? See, we have an apartment, secretary, president, everyone are there, treasurer, 3% serving. Can we call a partnership? We cannot call it. It should be for the purpose of doing a trade, doing a business with the intention to share profits. So that loan can become a partnership. Trustees, it is also an association of persons. Whenever there are association of persons in the form of trust, we cannot call it a partnership. So we have to see the real intention between the parties to see whether the partnership exists or not for the purpose of business and to share profits. Now, one aspect that I wanted to mention here is the mutual agency. The main element in partnership is mutual agency. One acts on behalf of the other. Now, I put it to you, one important aspect. In certain firms, instead of paying remuneration, they pay a share of profit for a worker, for a manager. They say, yes, I will give you 1 lakh rupees plus 10% of the profit will be yours. Or instead of paying salary, they would have written, given him and their commitment that they would share 20% of the profit. In that case, we cannot immediately come to the conclusion that he is also a partner. Just because of giving some share in the profit, that will not amount to partnership. So this was carved down in the case of Cox versus Hickman. This was the first case. The earlier case is Grace versus Smith. In Grace versus Smith, they concluded that whoever is given a share in the firm, it was presumed that he is a partner. But that particular analogy got reframed in Cox versus Hickman. In Cox versus Hickman, they said, a creditor instead of collecting interest can also collect percentage as profit. So just because a creditor collects a percentage as profit, we cannot come to the conclusion that he is also a partner. So what is the real intention again? Coming back, we are only mixing up these three words, real intention, mutual agency and the purpose. Real intention is not for him, for the creditor to earn profit. It is to only recover the money but not as interest but as profit. So he wants to recover the money. In Cox versus Hickman, it was decided that you see the real intention of the transaction and then come to the conclusion whether it is a partnership or not. So now I wish to point out what are all the types of partnerships. See in partners, if people come together and do some business, it is a partnership. They are all called real partners. This is one category. There is one another category called a sleeping partner. He comes into the business. He is inactive. The person he only takes share in the profit. He does not do any activity. He invests the money and it takes some share in the profit in the business as profit. He is called a sleeping partner. So one is a real partner and another one is a sleeping partner. There is one term called nominal partners. Nominal partner is a partner who comes into the partnership only for status. See nominal directors. ICAC Bank would have funded somebody. They want some control over their business. They would ask one of their person to be a director in your company. Likewise, a person in the society, he wants to show himself off. So he comes into the partnership just for the status. But he does not take profit. He is called nominal partner. There is one another category called partner in profit only. He only takes profit. He does his loss. He is called a partner in profit only. That is one category. And another category is sub partners. Sub partners is one position where partners in the same company, one or two of them, they join together and create another partnership. This is one form. This is a sub partnership for a large manufacturing company may have 20 partners. Major supplier will be with that manufacturing company will be a small person. He may be producing something. So these three, four people or five people can join together, do that business and supply the proceeds to the, the requirements to the main company. That is a sub partnership. We will deal with the impact later. So these are all the times of partnership. One is a real partner, sleeping partner, nominal partner, partner in profit alone and the sub partner. Now we need to know the distinction between partnership and co-ownership, partnership and Hindu and divided family. These are all the two things that we may have to know. In co-ownership, both of them contribute some money and purchase some property. They are co-owners. The first distinction would be for a co-owners, there need not be any agreement. See, one important thing is for partnership, there should be agreement. There is no agreement without partnership. If there is agreement to do something, then there is partnership. If there is no agreement, then it can be co-ownership or HUF. It cannot be called a partnership. So there should be an agreement between the persons. One is agreement. The other one is in partnership, they share profit or loss. They share profit or loss. In co-ownership, they don't. They are co-owners of a particular thing, either a movable property or a movable property. The value of that particular property goes up or down. They sell it. They divide the proceeds. That's all. There is no question of profit involvement because they don't do business. There is no business environment in co-ownership. They own something. Both of them own together. The other one is, if they want to transfer, one co-owner can transfer even without the consent of another co-owner. I have 10 acres of land. I have contributed 50%. I become the owner of 5 acres and another one contributed another 50 lakhs. He has become half one. So I can sell my share. This is co-ownership. But for partnership, consent of another partner is essential. So this is the difference. In co-ownership, one does not act as an agent of the other. Whereas in a partnership, one always acts as an agent of the other. So there is, these are all the differences between a co-ownership and partnership. They don't have share of profit in a particular percentage. But here, share of profit can be either equally or on particular percentage, particular proportion, either with respect to capital or... The same principle have to be applied for into undivided family. Section 5 says, partnership is always by agreement. Into undivided family is by status. Partnership is not created by status. Partnership is always created by agreement. There is no status involvement. So what would be the difference between a Hindu undivided family and a partner? See in partnership, people share according to the profit or loss of whatever the percentage is. Here, share is only by birth. On birth, he becomes a member of the family. The family is taking care of the business. So the more the number of persons, the lesser the profit. The lesser the number of persons, the more is the profit. It is goes by status. It is always controlled by Kartha whereas partnership is controlled by everyone. Because everyone has mutual agency. The act applying for partnership is the partnership act. For Kartha, he has to do succession. So the applicability of the act itself differs. So the Hindu undivided family can do business. But they cannot be called partnership. They can, within themselves, they can make an understanding and then they do business. They cannot be called a partner. Now, in CIT, Commissioner of Income Tax, says, Seth Govindaram sugar mills limited. Seth Govindaram sugar mills limited. Reported in AIR 1966, AIR 1966, Supreme Court, page number 24. Page number 24. It says, Hindu undivided family, joint Hindu undivided family cannot become partner. It cannot become partner. And they trust it. But Kartha in his individual capacity can become partner. So H2F is a status. It cannot become a partner. A member of a part, member of a Hindu family can become a partner in any with other persons. That is the case though. In one more case, Nandchan Gangaram Seth G. Nandchan Gangaram Seth G versus Mallappa Mahalingappa. Versus Mallappa Mahalingappa. Reported in 1976 to SCC, 1976 to SCC, 429. Equal to AIR 1976, Supreme Court. 1976 to Supreme Court, 835. 835. It says, the partnership act applies only to partners and not to Hindu undivided family. Now, one another aspect that we may have to remember is, can a firm become a partner in another firm? Is it possible? Can a firm become a partner in another firm? Can a H2F become a partner in a firm? Not possible. That is reported in a firm cannot be a partner. That is reported in Mahabir, Mahabir, cold storage, Mahabir cold storage. Versus Commissioner of India. Mahabir cold storage versus Commissioner of India. 1991. 1991. One supplement, 1991. SCC supplement, 402. 1992. 1991. One supplement, SCC, 402. Now, what is the difference between a proprietor and a partnership? See, a proprietor, Mr. X, can have a business in the name as X uncoke, but both are same. He can have a different business name. But for partners, they will have a common name. A proprietor and his business are not different. They are one and the same. Whereas for partners, they will have a common name. That is, the person can create business in business name. A proprietor is not a company or not a firm. 2007. 2005. 2007. 2005. SCC 103. 2007. 2005. SCC 103. That is equal to AIR 2007. AIR 2007. Supreme Court, 1634. 1634. See, now I just, I'm pressing upon only to know, only to make it clear that partnership is different from a proprietor. From ownership, partnership is different from joint into a non-divider family. And whether one entity can become a partner in another or not. That is, HES cannot become a partner. And a firm cannot become a partner in another firm like that. So, these are all the case laws for that. Now, in one more case, trust entering into partnership. Yes, trust can become a partner in a firm. Trust can become a partner in a firm. It can invest capital. It can become a valid partnership. That is reported in Commissioner of Income Tax versus CIT versus Jugi Lal, Jugi Lal, Kamalapat, Jugi Lal, Kamalapat, CIT versus Jugi Lal, Kamalapat. It is a three-member which judgment reported in AIR, AIR 1967, AIR 1967 Supreme Court 401. 401. So, the trust can also share profit. That is the judgment here. There is one other thing that we have to see is sub-partnership. I have discussed about the categories of partnership where in one type of partner is sub-partnership. See, sub-partnership is a different partnership from that of the original partnership. Original partnership is separate. Sub-partnership is separate. Now, partners either one or two can form a partnership with another partner of the same unit. That is also valid. Murali Dhar, Murali Dhar, Hima Sinkha, Murali Dhar, Hima Sinkha versus Commissioner of Income Tax. This is reported in AIR 1967, AIR 1967 Supreme Court 383. Another case also touching upon the same aspect is Commissioner of Income Tax versus Commissioner of Income Tax versus Sivakasi Match Exporting Company. AIR 1964, AIR 1964 Supreme Court 1830. This is also a three-member judgment. AIR 1964 Supreme Court 1830, 1813. So, sub-partnership is possible. That is not a prohibition. They can do business. They can carry on business. They are separate. They don't mingle with each other. The entity is different. The partnership of original partnership is different and the smaller or sub-partnership is different. Now, this is one aspect of the partnership act that what we have dealt with till now is the definition portion and section four and five. One concept which I may have to mention is what is partnership at will. Partnership at will is a easy concept. When you see section seven of the act, there are two criterias. If these two criterias are understood, then it is easy to understand what is partnership at will. See, as I said, partnership contains an agreement. If that agreement does not contain two aspects, then it is called a partnership at will. See, at any time, they can dissolve the form. At any time, they can say, okay, the partnership is over. We can separate. What are all the two things? One, there should not be any specification of the duration of the partnership. See, we will conduct the business for one year. There is a duration period. We will conduct the business for three years. There is a duration period. If the written agreement, if the partnership agreement does not contain this specific duration, then it is called a partnership at will. We can continue the partnership for any time till we close it, till we dissolve it. So, there should not be any specification of duration. And another one is determination of, that is the closure. One, there is no time period or for determination of partnership. See, after a particular, after completing 10 buildings, we will finish the partnership. There is no determination. If there is no determination, after this particular venture, if we attain 5 crores, we will close the business. Then there is a determination. Till that particular fact is achieved, then the partnership continues. Once it is achieved, then it has to be closed. Now, partnership is at will means section 7, where a deed does not contain two things. One, it does not specify the duration or the determination of their partnership. Then it is called partnership at will. So, these are all coming under chapter 102. Chapter 3, chapter 4, we can just touch upon. In chapter 3, one important aspect we may have to understand is section 14. For practitioners, it is very important. Chapter 3 deals with relation of partners with one another, to one another, with, between themselves. And chapter 4 deals with relationship of partners between third parties, with third parties. Relation of partners to third parties. Here, we may have to understand what is section 14. What is section 14? There are number of case laws to understand section 14. In section 14, what they say is the property of these. See, one aspect that we may have to understand. I am having house. I am calling my friends to do business. Okay, come, we will do business in my house. We are earning profit. We are earning profit. Now, at the time of closure of the business, we want to dissolve the business. What is the position for this house? Since because that I used this house or this place or the rent premises or my own place for the purpose of partnership, then can this also be included for the solution? This is an aspect that we have to see. See, naturally what happens is one concept we must have to understand. Property of the firm is different. Property of the individual is different. We should not mingle both. We should not mix both. Property of the individual is separate. It is his property. Property of the firm is a collective property. It belongs to everyone. Unless and otherwise, a property of the individual is put into the property of the firm. It does not get converted as firm's property. See, a concept of blending in Hindu-Undivided family. Individual property, we must have individually earned it. Unless he puts it into the common hotspot, until then it is his property. If it comes into the common hotspot, then it mixes with the group property. Then it takes the character of the partnership property. So, there cannot be any presumption that the individual's property is presumed to be partnership property. Both are different. This is one concept under section 14, but we may have to know. So, firm's property and individual's property are different. This is one point. Unless it is brought together. Two, merely because it is used for the purpose of firm, it cannot be presumed that it is firm's property. These are all the three things. One, this is reported in ARM Group A or ARM Group. ARM Group Enterprise is limited versus ARM Group Enterprise is limited versus Waldorf Raster. Waldorf Raster. Waldorf Raster. 2003, 2003, 2006, SCC. 2003, 2006, SCC. 423, 2003, 2006, SCC. 420, 2003, 2006, SCC. 423. This is equal to AIR 2003 for Supreme Court 4106 AIR 2003 Supreme Court. number 106. In another case, it has been specifically mentioned that individual property remains as it is. The property of an individual partner in his personal capacity remains as it is. It has a separate existence. Every partner has a separate existence. So, the property of 1 does not again become the property of the firm. This is reported in Sashi Kapila versus RP Ashmin 2002. One Supreme Court cases 583. This is AIR 2002 Supreme Court 101. The property of the firm under section 14 and 15 are actually treated as immobile property during desolution. During desolution of the firm, the property is treated as immobile property. Another factor that the partnership firm contains, the partnership act contains 74 sections. It is too wide an act to be covered in one instance. But we will only just touch upon the important aspects to know what is the concept behind each of the provisions so that we will be able to deal it at the time of a practice or to answer certain important questions in the examinations to distinguish that it falls under this category and then the other. There are questions, whether partnership and regarding partnership with the Induandiyodic family or partnership. That is why I touched on that aspect also. And even section 14, whether partnership from individual property belongs to the firm is the another aspect that may be asked. Now, I told about the relationship between partners amongst themselves in chapter 3 and the relationship between partners in third parties. In relationship between partners amongst themselves, we will get the view of each partner and other aspects which we would have read it in the college level itself because rights and duties and responsibilities are the pattern that we use to prepare for our examinations. Just as a matter of continuation and just point out, duties may be like acting in good faith. He must have to be competent. He must not compete with the other partner and then he must be intelligent. He must not fraudulently misuse the partnership. He must render two true accounts. Good faith is another criteria. He must not use the property of the firm as his private property. He must not make any personal profits from the property of the firm. These are all the aspects that we may have to come see under the duties and responsibilities of partners that we can just skip it up and go. Now, one aspect. Suppose what happens is that a partner brings in a property into the firm, whether it will be still recognized as individual property or firm's property. In SV Chandrapandian, in SV Chandrapandian versus SV Sivalinganada, in SV Chandrapandian versus SV Sivalinganada, 1993, 1993, 1 SEC 589, 1993, 1 SEC 589. In this case, it was stated that all property brought into the firm becomes firm's property. All property brought into the firm becomes firm's property and later partner cannot claim it as if it is his own. So, he cannot. If there is no agreement to that effect, if there is no agreement but they are using it means, then that cannot be claimed as partnership property. We may have to rely upon ARM Group Enterprises Limited, what I have mentioned earlier. ARM Group Enterprises Limited versus Waldorf Restaurant, that will apply. Now, in one another aspect of the book is the incoming and outgoing partners. We will touch upon minor and the retirement. Now, crucial aspect is regarding minus, section 30. See, we have to see a very important thing is can a minor be brought into partnership? This is one aspect. How long the minor can remain in partnership? Another aspect, what is the position if he wants to go of partnership? Third aspect, what is his position if he becomes a major, whether he wants to continue in partnership or not? So, for that, section 30 is an important section which contains nine subsections dealing in various aspects of the minor's involvement in partnership. Okay, we will touch upon only broad factors regarding one. Point number one is minor can be admitted into partnership. See, the word admission signifies one important aspect. There should be a partnership already in existence. Only then a minor can be brought in. Clear? There should be a partnership in existence already. Only then a minor can be brought in. You cannot enter into a partnership with minor. It means you cannot enter into a partnership with minor. So, there should be already a partnership. Only then he can be admitted into that partnership. Just admitting only for the benefit of partnership. This is one aspect. If a minor, he can continue till he becomes a major, that is one aspect. If he becomes major, then two options are available for him. Within six months, two options are available for him. Either to stay in the business itself or to quit. One, if he wishes to stay, he can stay in the business. If he wishes to quit, then he must have to give notice. He must have to give notice. He must have to say that he is not ready to continue and he must give public notice. That must be given within six months. He must give public notice within six months. Suppose what happens if he remains silent? If he remains silent, then he is deemed to continue in the partnership from itself. So, the aspects that one have to remember is a minor can be admitted into a partnership but there cannot be a partnership along with the minor at the inception stage itself. This is one aspect. Minor can be brought into the partnership only for the benefit of the partnership. Minor cannot be asked to accept loss. He cannot be asked to bear the loss in the field. He can be only a partner in profit. So, it is only for the benefit of the firm he is brought in. It is not for his benefit. So, he cannot be mulled with liability of loss. He cannot be asked to share the loss. This is number one. In so far as, when he becomes major, two aspects have to be considered. One, he can opt. He can elect to continue in the business. In case if he elects, yes, he can expressly say and he can enter into partnership and he can continue one thing. If he does not want to, then six months period, within six months he must have to give public notice saying that expressing that he is not ready to continue in the business. In that case, they have to, the partnership have to work out his right of share and then he can be given the due share whatever he is entitled to. If it is not given, then he has the right to so far profits. The miner has got the right to so far profit. If he does not elect or he keeps silent within six months period, then he is deemed to have been in partnership continually. So, these are all the aspects that we have to see it when the miner is now retiring. Now, I am going to touch upon retirement, dissolution and registration. These are all the three things we have to see. Retirement. A partner when he wants to go out, he says, no, okay, you give me my share. This is retirement. But in case of retirement, if there is a common, if there is an agreement with a third party, can a third party make the firm liable on his retirement? A third party cannot make the firm liable on a partner's retirement unless and otherwise the firm itself accepts that liability. See, some partner will be having some housing loan with the bank and the banks say, no, no, you should not retire or if you retire, then we wanted to ask the firm to pay good the losses. So, unless the personal act of the partner in his individual capacity will not bind the firm, unless the bind, unless the firm binds itself by an agreement, that is syndicate bank versus syndicate bank versus RSR engineering works, syndicate bank versus RSR engineering works, 2003, 6 SCC, 2003, 6 SCC, 265, 265, okay, another aspect that we may have to see is, see in a firm, I said partnership at will. If one person lacks confidence or there is a misunderstanding, he can ask the business to be dissolved. That is a form of finding up of the business in case of company. He can bind it up. Section 39 deals with dissolution. It can be by misunderstanding or loss of confidence or whatever it is. Two aspects can happen. One, during retirement also, the retiring partner can compel dissolution or he can retire simply leaving the business as a going concern. If he wants to retire, he can retire and go. He need not compel the business to be closed. Two aspects. One, he can allow the business to go or he can issue notice for dissolution. Two aspects. Vishnu Chandra versus Chandrika Prasad Agarwal, 1983, 1 SCC, 1983, 1 SCC, 22, 1983, 1 SCC, 22, AIR, equal it is AIR, 1983, Supreme Court, 523, AIR, 1983, Supreme Court, 523. See, even in case of retirement, he must have to give public notice. That is section 32, 3. He must have to give public notice under section 72. Contemplate and ask contemplate under section 72. In case of dissolution, what happens? In case of dissolution, the entire business shuts down. The entire business shuts down, they value the assets, they pay off. That is given in section 48. So, first the surplus is taken, surplus is paid for debts and step by step, they pay off the outside liabilities and then they share the profits. So, modes of settlement is given in commission on income tax versus there was Sini Corporation. There was Sini Corporation, commission on income tax versus there was Sini Corporation. AIR, 1968, Supreme Court, AIR, 1968, Supreme Court, 676. Section 42 contemplates another position, dissolution of firm in case of a death of a partner. Once a partner dies, there is a possibility of dissolution. Of course, the remaining partners can also continue. Same like retirement. That is 2017, 6 SCC, 2017, 6 SCC, 331. 331, 2017, 6 SCC, 331 is the case. Another aspect that we may have to move is whether the dissolution of the partnership firm must be registered. Section 69 deals with the registered firm, authorizes the registered firm to file cases in case of cases based on contracts. Whether the dissolution of the firm had to be registered? It need not be registered. 1995, 1995, 3 SCC, 1995, 3 SCC, 205, 1995, 1995, 3 SCC, 205. Now, another aspect if I suppose a partner gives notice for dissolution and dies. Before actually the firm was dissolved, if he dies, what is the position? Naturally, his hairs can step in and ask for the required share of whatever the disease to partner is entitled. That is reported in AIR 1973 Supreme Court, AIR 1973 Supreme Court, 2572, 2572, Sohanlal, Sohanlal versus Amirchan, Sohanlal versus Amirchan and Sons. So, these are all the facts that we may have to see in dissolution. And coming to the last limb of the partnership act is registration. Registration, that is dealt with in section, that is disabilities of non-registration. Disabilities of non-registration. One factor that we may have to see is, if it is a suit based on contracts, then the firm had to be registered before filing the suit, before filing of the suit. Another criteria, the second criteria is, it is not only the firm had to be registered, but the partner who is filing the suit, partner who is authorizing the pleading, his name must also be registered to register to two aspects. Not only the firm, generally it should be registered, the firm should be generally registered to the partner's name, should also find the place in the register office. That is the most important aspect in that. And that is the basic factor that the unregistered firm cannot file a suit, is dealt with in 1998-7 SCC, 1984-1997 SCC 184, Raptacos, Britain Company, Raptacos, Britain Company versus Ganesh Property. And the most important thing is Haldiram, Haldiram Bujiawala, Haldiram Bujiawala versus Anand Kumar Deepakumar, Haldiram Bujiawala versus Anand Kumar Deepakumar, AIR 2000 Supreme Court 1287, AIR 2000 Supreme Court 1287C, that defect cannot be cured. If you do not register and file the case, then it is a defective filing. The suit can be rejected because the requirement of law is not met. You have to register and then only file the suit. Subjectment registration will not cure the defect. Delhi Development Authority versus Kochar Construction Works, 1998-8 SCC, 1998-8 SCC, 559, 559. So this is a precondition, a condition preceded. This is a condition preceded for filing a case. So with this I will sum up. I will just only take five minutes of your time. Now it is almost four o'clock. So three to four being the session, I will complete it. See what we have seen is the partnership act in a broader picture. Definitions, that is preliminary. The second one is important concepts like what is the firm, what is business, what is the act of the firm, etc. The relationship between partners and with amongst themselves, the relationship between partners with third parties, incoming and outgoing partners, that is retirement, minor, dissolution, then registration. We dealt with the partnership and co-ownership, partnership and HUEF, partnership and agency, the concepts, various concepts under section four, various judgments under section four, section five, whether HUEF will partnership can only be by agreement and not by status. HUEF is alone by status. And section 14, how the property of the firm had to be dealt with, individuals' property is different, firms' property different. We cannot presume that the individual property becomes the firm's property unless there is an agreement to that effect that is dealt with in section 14. Then we saw the remuneration, remuneration as a partner, he cannot ask for remuneration unless there is an agreement to that effect. Then we saw about the dissolution coefficients, sub-partnership, the concept of sub-partnership, retirement of a partner, then the requirement in registration of firms. So, with this I wish to conclude the discussion on time. I leave the floor open to Mr. Vikas. I find with the note that thanking Mr. Vikas for the opportunity to make me read again, I hope this will be the session will be useful for practitioners as well as for staff admissions. Thank you so much, Mr. Vikas. Thank you. Your hope has actually translated into reality. People have actually loved it. So, I will ask Adilakshmi who is also a knowledge partner to share her insights. Thank you so much, Vikas, for bringing in legal, legal, slight time and again to partner with Beyond Law CLC. We are all great fans of Beyond Law CLC. Thank you, Mukun sir. It was very lucid and very nice explanation. I take excuse for joining a little later because we had two sessions back to back from morning. It got over and it took a little more time for the students to join in here and almost everyone who are taking up examination and connected with legal, legal, slight had been connected here and it was very nice explanation given sir. Thank you again Mukun sir and thank you Vikas and let's hope we'll do many more sessions and many more new faculties to join. Over to you. Thank you. Thank you. Thank you. And thank you Mr. Mukun. It was quite fascinating. You're joining after such a long time but it has illuminated the right spark in the right points. Thank you. And tomorrow we will have a session with Justice Veeran Kumar on leading questions. So, do join us at 5.30 pm tomorrow. Thank you. Thank you.