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TMI Blog1981 (5) TMI 23X X X X Extracts X X X X X X X X Extracts X X X X ..... wing excessive regard for the outer form. 4.A balanced rope-walker's stance. Commonsense as also the letter and the spirit of the law will have to be by and large sacrificed and the aforesaid pillars will have to be dismantled in order to uphold the startling proposition that ( a) when A introduces his capital asset "X" acquired sometime earlier at a cost to him of, say, ₹ 10 lakhs in a partnership formed by him with B, and (b) his capital account in the newly formed partnership is credited with say, ₹ 90 lakhs, being the current market value of "X" at the time of its introduction, a capital gain of ₹ 80 lakhs (representing the difference between the amount credited to his capital account on the basis of its market value and the original cost of acquisition to him) does not accrue to A. 2. And yet the aforesaid proposition canvassed by the assessee has found favour with the Tribunal which has taken the view that- "1.There is no transfer of capital asset 'X' even within the extended meaning and content of the expression 'transfer' as defined by section 2(47) of the Income-tax Act, 1961 (hereinafter referred to as &# ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... there is any compulsion of law or logic and the Court is obliged to be a helpless and a hapless spectator. But such compulsion there is none. In fact a Full Bench of the Kerala High Court and a Division Bench of the Karnataka High Court have taken the view that such a transaction falls within the four corners of the definition of "transfer" as defined by the section 2(47). We are, however, being persuaded to take a contrary view which we are unable to do for reasons which will become evident in the course of what follows. 3. Two hurdles will have to be overcome in the context of the facts of each particular case in order to uphold the contention of the revenue that such capital gains are exigible to tax under section 45 of the Act. The first question which requires to be resolved is whether the transaction in question is "transfer" within the meaning of the aforesaid pro-visions. The next question which requires to be resolved is as to whether such a transaction is one for consideration as a result of which capital gains have been received or have accrued to the assessee concerned. The second question has arisen because, according to the assessee, even assumin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pose to deal with the first question which has been answered against the revenue in Reference No. 34 of 1980. The question has been referred to us under section 256(1) of the Act in the following terms: "Whether, on the facts and in the circumstances of the case, the Appellate Tribunal was right in law in holding that the contribution in the form of shares of the value of ₹ 4,75,136 by the assessee in the partnership firm of M/s Rajka did not amount to transfer within the meaning of section 2(47) of the Act resulting into capital gains chargeable to tax." 5. The relevent facts incorporated in paragraph 2 of the statement of case are as under: "The assessee brought 580 ordinary shares of Ahmedabad Manufacturing & Calio Printing Co. Ltd., as capital contribution in the registered firm of M/s Rajka in which the assessee was a partner on 22-3-1973 and also brought 82 ordinary shares of Karamchand Premchand (P.) Ltd., as capital contribution in the said firm on the same day. The said firm credited the account of the assessee on 22-3-1973 with ₹ 4,75,136. The shares were valued at the market rate as on 22-3-1973. The market rate was stated to be ₹ 44 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h his wife. The market value of the aforesaid capital asset (shares) was credited in the books of account of the partnership firm in the capital account of the assessee. The market value credited in the capital account of the assessee in the firm is far in excess of the cost of acquisition to the assessee. The difference between the larger amount credited in the capital account of the assessee in the partnership firm on the basis of the market value, and the cost of acquisition to the assessee, is sought to be taxed as capital gains under section 45 as a profit or gain from the transfer of the capital asset in question. The expression "transfer" employed by the Legislature in section 45 will have to be read in the light of the definition provided in section 2(47) , which, in relation to a capital asset, includes the sale, exchange, relinquishment or extinguishment of any rights therein. On a combined reading of section 45 along with sec-tion 2(47) (which are complimentary and con-stitute a complete Code from the perspective of taxing capital gains) any profits or gains arising from the transfer of a capital asset (which expression shall include the sale, exchange or reli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or alienate or transfer the said property or any part of it or any interest therein in any manner? 2.Can he dispose of the said property or any interest therein by will? 3.Will it be includible in his net wealth for the purposes of Wealth-tax Act? 4.If he can neither alienate it, nor gift it to anyone, nor dispose it of by a will, and if it does not require to be included in his net wealth for his wealth-tax return, does it remain his property? The answer in each case is an emphatic "No". What would be includible in his wealth-tax return would be the valuation of his interest in the firm which question can arise only if the total assets exceed the total liabilities. In a given case, the liabilities may exceed the assets and there may not be any surplus. In case, however, there is a surplus, the interest in the firm will have to be valued. And the value of such interest in the firm (and not the value of the interest in the capital asset introduced by him) will have to be included in his net wealth. Of course, the valuation will have to be done in accordance with the mode of valuation prescribed by rule 2 of the Wealth-tax Rules which bears the caption "Valuation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sfer because all the rights (emphasis being on "all") are not extinguished. It is contended that his rights as a partner are retained or remain with the person introducing the capital asset. 2.There can be no transfer within the meaning of section 45 unless it is a bilateral transaction between two legal persons. There can be no transfer from oneself to oneself. And a partnership firm not being a legal entity, there cannot be any such bilateral transaction of transfer. 3.Since distribution of surplus assets available with the partnership upon dissolution does not constitute transfer as held by the courts in several cases, the converse must hold good and there can be no transfer so as to attract exigibility to tax. These arguments are wholly fallacious. In the first place, it cannot be posited that a partner has any interest in the specific partnership pro-perties. A partner having a one-half share in the partnership is not the one-half owner of the specific properties belonging to the firm. What he has is a one-half share in the residue of the partnership assets remaining after payment of debts and liabilities of the firm. A partnership firm can own immovable propertie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the property to anyone. 3.His right is merely the right to obtain such profits, if any, as fall to his share from time to time. 4.Upon the dissolution of the firm, he has the right to claim a share in the assets of the firm which remain surplus after satisfying the liabilities set out in clause (a) and sub-clauses (i ), (ii) and (iii) of clause (b ) of section 48 of the Partnership Act. 6. The resultant position in the eye of law is that the exclusive property of the person who brought it in would cease to be his exclusive property and would become the asset of the partnership in which all the partners would have interest in proportion to their share. The person who introduced the property in question would not be able to claim or exercise any exclusive right over any property which he has brought in or over any other partnership property. He would not be able to exercise his right even to the extent of his share in the business of the partnership. This is all that a person who introduces his property in a firm of which he is a partner acquires as per the law declared by the Supreme Court in Addanki Narayanappa's case (supra) in unequivocal terms. The legal rights, vis-a- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... clarified that once there is extinguishment of rights of the partner introducing the asset into the firm, the transaction of transfer would be complete within the meaning of section 2(47 ) read with section 45. It is unnecessary to look for the party to whom it is transferred and identify his personality from the perspective of a bilateral transaction. Even so we are trying to test its validity irrelevant as it is in the view we take. And we see no substance in it for the reasons mentioned earlier. As regards the submission that it would constitute a transfer from oneself to oneself and another and that under the circumstances, it cannot be said that the interest of the partner who introduces his exclusive property in the firm can constitute transfer, we have already pointed out that there is no legal bar to the transfer of a property from oneself to oneself and someone else. In fact such a transfer is recognised, in law and section 5 in terms envisions such a transaction. In the second place, it appears to be well-settled that it is permissible to transfer one's own property in favour of a partnership consisting of oneself and another as has been held by a Division Bench of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble under section 34(3)( b) of the Act. The Full Bench consisted of P. Govindan Nair, CJ., V. Balakrishna Eradi, J. (as he then was) and Kr. Baskaran, J. The Full Bench, speaking through P. Govindan Nair, CJ., has taken the view that it would constitute a transfer within the meaning of section 2(47) . The Full Bench posed the question what happens when a person brings the property which belonged to him exclusively for the purpose of the business of the firm which was to be formed with him as the partner? Is there any extinguishment of any right that he had in the property by the above process? Relying upon Addanki Narayanappa's case (supra), the Full Bench has answered the question in the following manner: "It is thus clear that every partner has an interest in the property of the partnership. What is more, the person who brought in the property for the purpose of the business of the firm would not be able to claim or exercise any exclusive right over the property. Such a situation can arise only, if there was an extinguishment of some right of the partner in the property which was exclusively his and which was brought in for the purpose of the business of the firm. With ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tners to do so. If the partners agree to treat the property of any of them as partnership property, such property will become partnership property and section 14 of the Partnership Act becomes applicable. The said Act is not similar to the unilateral act on the part of a coparcener who throws his separate property into the family hotchpot. The legal results which flow from the individual's property being converted into partnership property are that the partner to whom the property belonged before becoming partnership property loses his exclusive title to it and the right he thereupon acquires is only the right of a partner in the partnership assets, in accordance with the partnership agreement and the provisions of the Partnership Act. There is virtually a transfer of his right in the property to the partners of the firm including himself. Section 5 of the Transfer of Property Act recognises transfer from an owner to himself and others. But the Transfer of Property Act is not an exhaustive code dealing with all kinds of transfers. As its preamble suggests it deals with only certain kinds of transfers. It cannot, therefore, be said that any Act which transfers right in a propert ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p. 123) 9. The approach made by us is somewhat different from the approach made by the Kerala and the Karnataka High Courts as outlined in the discussion made a shortwhile gap. Whilst the route is slightly different, the destination reached is the identical one. But we still have to settle score with some more submissions urged by counsel of the assessee based on a Calcutta High Court case. It arose in the context of the Indian Income-tax Act, 1922 (hereinafter referred to as "the 1922 Act") as it stood at the time of the assessment years in question. Reliance is placed on CIT v. Hind Construction Ltd. [1972] 83 ITR 211 (SC). It appears that one Patel Engineering Co. Ltd. and the assessee-company embarked upon a joint venture. The stock of the disposal machinery which formed a part of the assets belonging to the joint venture were divided between the assessee and Patel Engineering Co. Ltd. The assessee received machinery valued at ₹ 2 lakhs and odd as its share. In its own books of account for 1949-50 by recourse to the method of revaluation on paper the valuation of the said machinery was written up by ₹ 4 lakhs by inflating the valuation from ₹ 2 lakh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Supreme Court no doubt held that a person by handing over his goods to a partnership of which he was a partner as his share of the capital cannot be considered as having sold his goods to the firm. But the Supreme Court did not say that the goods had not been otherwise transferred thereby. That was not a case dealing with section 34(3)( b) of the Act. Cases in which proviso (e) to section 24(2)(ii) of the Indian Income-tax Act, 1922, and section 78 of the Act have been considered are not of much assistance to the assessees as the decisions rendered in those cases are based on express statutory provisions which have no bearing on the issues involved in these cases. Hence, we have not chosen to deal with them." (p. 125) The Karnataka High Court has taken the view that the Supreme Court was dealing with the question as to whether or not there was a sale of goods in favour of the firm and the Supreme Court was not required to and in fact did not deal with the question as to whether it would constitute transfer in any other sense. The Supreme Court was not seized with the que-stion whether or not a transaction of this nature would constitute "transfer" within the exten ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stion, viz., as to whether the transaction under scrutiny would constitute "transfer" within the meaning of section 2(47) . The decision in Hyath Batcha Sahib's case (supra) cannot, therefore, turn the scales in favour of the assessee. 10. Now at least we come to the last submis-sion. It is contended that the transaction did not constitute a transfer by drawing inspiration from a number of decisions rendered in the context of the converse situation obtaining at the point of time of dissolution of a partnership firm. The legal rights of the partners at the point of time of dissolution of a firm, in our opinion, can have little bearing in regard to the question as to what is the legal effect of a transaction resulting from the introduction of a capital asset at the time of the formation of the partnership or subsequent thereto. The first decision on the point is the one rendered by the Supreme Court in CIT v. Dewas Cine Corporation (supra) . The question arose in the context of the fact that upon a dissolution of a partnership firm a theatre introduced by the concerned partner during the subsistence of the partnership came to be returned to the original owner. The reve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 77; 65,000 being part of the amount received by the partner upon dissolution could be brought to tax as capital gains under section 12B(1) of the 1922 Act. There again the question arose in the context of the law as it stood which did not contain a provision similar to section 2(47) which gives an extended meaning to the expression "transfer". Besides, there was no question of any sale on payment of price in that case. It was a case of adjustment of the rights of the partners in the surplus proportionate to the shares of the partners done in the course of dissolution of the partnership firm and consequent distribution of its assets. The Supreme Court has, therefore, taken the view that there was no sale in favour of the partner concerned and there was no question of capital gains. The same question raised its head before a Division Bench of this High Court in CIT v. Mohanbhai Pamabhai [1973] 91 ITR 393 . The question arose in the context of the retirement of a partner from the partnership firm. This Court has taken the view that when a partner retires from a partnership and the amount of his share in the net partnership assets after deduction of liabilities and prior char ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e no surplus. In fact, there may be a deficit. Where then is the question of transfer of any asset or interest in any property? But at the stage of introduction of the property, the right of the person who introduces the property into the partnership of which he is a partner, is extinguished. This position is incapable of being disputed. It is, therefore, not permissible to argue that because the payment at the time of dissolution of a partnership to a partner in respect of his share in the surplus worked out after payment of all debts and liabilities would not constitute transfer, the transaction of introducing the property at the stage of the formation of the partnership or at a subsequent stage which results in extinguishment of the right of the partner introducing the capital asset in question in the partnership would also not constitute a transfer, it being a situation converse to the case obtaining in the context of dissolution of a firm. In the case of dissolution, section 2(47) will not come into play for the very good reason that the partner who gets his share does not get any value of a particular property. He gets his share in the surplus, if any. But at the time of intr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ontract of employment. We fail to see how the observations made by the Supreme Court in the context of the aforesaid situation and rule 24 of 1922 Rules can turn the scales in favour of the assessee. So far as the present problem is concerned, we are confronted with the question as to whether introduction of a capital asset in a partnership firm of which the person concerned is a partner would constitute "transfer" within the meaning of section 2( 47). And the question is posed in the context of the fact that section 5 of the Transfer of Property Act in terms recognises a transfer from oneself to oneself and to one or more other living persons. The argument advanced by the counsel for the assessee must, therefore, fail. As discussed above, we are of the opinion that there is an extinguishment of the rights of a person who introduces the property in the partnership firm of which he is a partner along with others and that the property ceases to belong to him. We have negatived the contention that since the partnership is not a legal person and since it amounts to a transfer in favour of oneself and others, it cannot constitute "transfer" under section 2(47) . Besi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of sections 53 and 54 must not be attracted to such a transaction" (p. 307) After referring to Vadilal Soda Ice Factory v. CIT [1971] 80 ITR 711 (Guj.), wherein it has been held that the expression "transfer" would be attracted whether it is a transfer by an act of the parties or a transfer is brought about as a result of operation of law. The Division Bench has proceeded to observe as under: "It is true that the decision was given in the context of section 12B(1) and that it deals specifically with the case of transfer by operation of law. However, since the material words reappear in section 45, the ratio of the decision will apply with full force and the ratio is that a 'transfer' for the purposes of levy of capital gains would include not only transfer by virtue of an act done by the transferor with that intention, as in the case of a conveyance or assignment, but also transfer without any volitional act on his part. It is worthy of note that in the case of 'extinguishment', that is destruction or annihilation, which is a stronger word as compared to 'transfer' simpliciter, the concept of a voluntary act on the part of the owner of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... evident that capital gains have arisen or accrued to the assessee as a result of the extinguishment of his right. If the property had not been introduced in the firm and if the value thereof was not credited in the capital account of the person concerned in the firm in which he is a partner no such question would have arisen. The two acts, viz., the act of the introduction of the property and the resultant extinguishment of the right and the corresponding credit entry in the capital account are inextricably related with each other. There is a direct nexus and a direct link. It is, therefore, futile to contend that no capital gains have accrued as a result of the extinguishment of the rights or that no transfer has taken place. It may be mentioned that in a case where a credit in the capital account of the partner introducing his capital asset in the firm is for an amount smaller than the market value, either section 52 of the Act, which deals with the consideration for transfer in cases of understatement, may be attracted or the amount of difference between the market value and the sum credited in the capital account may be treated as a gift. For the present, we are not concerned ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uot; at the point of time when a provision similar to section 2(47) was not in existence. This is what has been observed by the Committee: "I.9.16. Apart from the specific exemption under section 47(ii ) in regard to distribution of assets on the dissolution of a firm, the Supreme Court has held that where a partner introduces capital assets belonging to him as his share of capital contribution in a firm, there is no sale - CIT v. Hind Construction Ltd. [1972] 83 ITR 211. The Kerala High Court in a Full Bench decision, A. Abdul Rahim, Travancore Confectionary Works v. CIT [1977] 110 ITR 595, has applied the definition of 'transfer' under section 2(47 ) to the case where a partner introduced his own assets in a firm as his capital. The question in that case was whether this operation amounted to a sale or transfer of an asset on which development rebate was allowed, thereby entailing the loss of the development rebate. The Court held that there was an extinguishment of the rights of full ownership on the property becoming the asset of the firm and that there was a transfer within the meaning of section 2(47) . It is, of course, true that the decision of the Supreme Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... once an asset becomes the property of the firm, the partner cannot claim to have any identifiable right or interest over that particular asset. There is, therefore, a change in the characteristics of ownership of the assets from the individual when such asset is introduced as the property of the firm. We, accordingly, recommend that where a partner introduces capital assets into the partnership firm, it should be deemed to be a transfer under section 2(47) of the Act subject to the recommendation in the next paragraph." "I.9.18. The recommendation made in the preceding paragraph would block an avenue of avoidance of tax on capital gains. However, whenever fictions are introduced into a taxing statute, it is absolutely essential to clearly demarcate and restrict the area of operation of the fiction. Failure to do so may lead to unintended hardships. It should in that context be recognised that introduction of assets into a firm need not always be motivated by considerations of capital gains. There may be several circumstances where for genuine business necessity such transactions may be effected. It would be wholly unfair, therefore, to apply a fiction suggested in the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ld constitute "transfer". As we read the passages, the Direct Tax Laws Committee has made a recommendation in April 1978 in order to avoid some anticipated hardship in the context of the situation envisaged in paragraph I.9.18. 14. In the result, we have no hesitation in holding that a transaction of introduction of a capital asset by an individual in a firm of which he is a partner would constitute a "transfer" within the meaning of section 45 read with section 2(47) so as to render the capital gains, if any, exigible to tax. 15. The next question which has been raised is as to whether there is consideration for such a transfer. In Reference No. 34 of 1980 (between CIT v. Kartikeya V. Sarabhai) , the Tribunal refused to express its opinion on this question on the ground that it was unnecessary to do so having regard to the view taken by it on the first question that it did not constitute transfer. We may mention that it would have been much better if the Tribunal had expressed its opinion on this question so as to make the judgment complete and so as to avoid a remand in case the High Court or the Supreme Court were to take a different view. It would have res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Question No. 1 in Reference No. 34 of 1980 which we have dealt with a shortwhile ago. It reads as under: "2. Whether, on the facts and in the circumstances of the case, the Tribunal was right in law in holding that there was a transfer within the meaning of section 2(47) of the Income-tax Act, 1961 of the shares contributed by the assessee as capital to the partnership firm in which he was a partner?" So far as this question is concerned, in view of the discussion made earlier, the question must be answered in the affirmative and against the assessee. What now remains to be considered is as to whether such a transaction can be considered a transfer for consideration and whether capital gains can be said to have arisen or accrued to the assessee. This problem is projected in Question No. 1 which is in the following terms: "1. Whether, on the facts and in the circumstances of the case, the Tribunal was right in law in holding that no capital gains resulted from the transfer of the shares held by him to the partnership firm as his capital contribution, the cost of acquisition of the shares to the assessee being ₹ 1,49,819 and the market value of the shares be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... asset in question in the firm. It is no doubt true that the consideration in the sense of actual payment in cash has not flowed from the partnership to the person who has introduced his capital asset in the firm. But then a sum equivalent to its market value has been credited' in the capital account of the person concerned in the accounts of the partnership firm. Whether payment is made in cash or by making a credit entry in the books of account of the partnership is altogether irrelevant and immaterial. Why was the capital account of the person concerned credited with the particular amount equivalent of the market value of the asset which was introduced? The answer is very simple. The amount in question was credited to his capital account because the right of the person who introduced the capital asset was extinguished and it became an asset of the partnership firm. If in this transaction the consideration for extinguishment of the absolute right of the person, who has introduced the capital asset in the partnership firm, is the amount credited to its capital account in the partnership firm, it is difficult to comprehend how it can be said that there is no consideration. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n is an omnibus multi-dimensional on which brings about four results, namely, (i) the extinguishment of the right of the partner who introduces a capital asset which hitherto belonged to him, (ii) a simultaneous credit to his account of a sum of money representing the money equivalent of the asset in question on the basis of its market value in lieu of the said asset which ceases to belong to him thereinafter, (iii) the asset becomes the property of the firm and belongs to it thereafter, and (iv) the books of account of the partnership would show that the cost of acquisition of the property to the firm as debited in the accounts corresponds to the amount credited to the capital account of the person introducing the asset in question. We are, therefore, unable to accept the submission that there is no consideration. So also there is no merit, not the slightest merit, in the other facet of the submission, namely, that the assessee has not become "richer" as a result of this operation. Surely, the amount credited to his capital account with the firm is not illusory. And the said amount is far in excess of the cost of acquisition to him of the asset which he introduced in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l not balance unless ₹ 90 lakhs are debited to the account of the cost of the asset to the firm. His own books of account (if he does not maintain accounts and notional reconstruction or projection requires to be made) must, therefore, show a profit of ₹ 80 lakhs. It is not merely jugglary of figures. It is a concrete gain to the assessee. It is, therefore, evident that the argument has an inbuilt fallacy. Were it not so, all that an assessee, who wants to sell his capital asset which has appreciated in value, has to do is to form a partnership with his wife and sell the asset on the next day. And no one will have to pay any tax on the resultant capital gains. Whether or not the assessee has become richer, others need to be wiser. Be that as it may, we have no hesitation in rejecting this spacious plea, for we are convinced of its hollowness. But we do so with a feeling of distress at its having been advances at all. An assessee cannot be allowed to defeat his liability so easily or so lightly lest he himself losses respect for the Courts, not to speak of the common man on whose shoulders the burden is bound to be shifted in order to fill the vacuum. Instead of the bur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the questions referred to us are answered as under: Questions Answers REFERENCE No. 34 of 1980 "1. Whether, on the facts and in the circumstances of the case, the Appellate Tribunal was right in law in holding that the contribution in the form of shares of the value of ₹ 4,75,136 by the assessee in the partnership firm of M/s Rajka did not amount to 'transfer' within the meaning of section 2(47) of the Act resulting into capital gains chargeable to tax?" In the negative and in favour of the revenue "2. If reply to Question No. 1 is in favour of the revenue, whether the Tribunal erred in not considering whether the transfer is with or without consideration?" In the affirmative and in favour of the Revenue. The matter will have to be remitted to the Tribunal for deciding on merits in accordance with law in the light of the decision being rendered in the allied matter, viz., Reference No. 235 of 1980 REFERENCE No. 235 of 1980 "1. Whether, on the facts and in the circumstances of the case, the Income-tax Appellate Tribunal was right in law in holding that no capital gains resulted from the transfer of the shares held by him to the partne ..... X X X X Extracts X X X X X X X X Extracts X X X X
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