The court has wide power under S. 44(g) of the Indian Partnership Act, 1932 to dissolve a firm on just and equitable grounds, but the court must consider all the facts and circumstances of the case and mould the relief on the exigencies available.

( 1 ) THE appeal of seven defendants against a preliminary decree of dissolution of Minerva Talkies, Vizianagaram, a partnership firm (for short "the firm") of which they and the respondent-plaintiff are partners, rendition of accounts and payment of his 1/5 th share granted by trial court raises a question whether it is "just and equitable" to dissolve the firm.

( 2 ) THE admitted facts are that on Feb. 1, 1947, a vacant site and a dilapidated building were purchased and a cinema theatre was constructed thereon and from June 2, 1949, the firm started exhibiting cinematography. Initially the respondent had 1/6th share, but on his purchasing the share of another partner he augmented to 1/5th share thereof and invested Rs. 35,000/ -. The appellants together have 4/5th share (the details of their respective shares are not necessary ). The partnership deed was executed on Jan. 20, 1970, but due to change of partners another unregistered partnership deed Ex. B1 dated November 9, 1975 was executed. From its inception the 1st appellant was the managing partner, the rest including the respondent are the "sleeping partners". The 1st appellant is a qualified Sound and Radio Engineer having had wide experience in management of cinema business. He appointed initially one Bramhajirao and on his demise his son Ramakrishnarao as the Manager and he was getting the theatre managed. The firm is an on-going business earning good profits. For long over 27 years none of the partners including the respondent had any mistrust in the 1st appellant or grievance in his management. The 1st appellant has been paying at the rate of Rs. 500/- to each partner including himself. He opened an account in the firm s name in a bank and he has been crediting the residue amount to the "reserve fund". He also constructed shops from it and leased them out to the tenants, rents collected are also being credited to the account. The partnership deed Ex. B1 provides thus : Cl. (i) relates to appointment of the 1st appellant as the managing partner to run the theatre on fixed remuneration; Cl. (ii) relates to the respective shares; Cl. (iii) enjoins to settle the accounts every year by March 31; Cl. (iv) empowers to admit new partners with the consent of all; Cl. (v) which is material for the purpose of this case reads thus :"if any partner is "not satisfied with the management of the managing partner and with the management" he "cannot ask for the dissolution of the firm, " but he can give to the managing partner one month s notice so as to enable the Managing Partner to close the accounts up to that date and ascertain "the retiring partner s" share inclusive of the profits acquired up to that date and can take back the amount thus found due to him. "clause (vi) empowers the members to borrow as loan from the firm with interest at 12% p. a. subject to the availability of funds; Cl. (vii) reserves to incorporate further conditions by mutual consent. The partners are obtaining loans from the reserve fund. Respondent too had the benefit and was charged interest at the rate of 12% p. a. as reflected in the letter Ex. A7 dated Dec. 21, 1970. Every month copy of the accounts are being regularly sent along with fixed amount to and received by all the partners. They are being audited annually by a qualified auditor, the firm and partners are paying their respective income-tax. At no point of time there was any dispute regarding the correctness of the accounts or the liabilities of the parties or the profits derived by the firm. These are the undisputed facts.

( 3 ) IT would appear that the respondent was in financial stringency and to tide over the same he offered to sell his share in the firm valuing at Rs. 1,80,000/- and the first appellant agreed to purchase but when it was not agreed to by others, he negotiated for sale of the firm itself as reflected in his letter Ex. B2 dated Dec. 5, 1973. It is now an admitted fact that he offered to sell his share at Rs