IMPORTANT POINT
The main legal point established in the judgment is that the reconstitution of a partnership firm and the grant of a distributorship license must comply with the provisions of the Partnership Act, 1932, and the relevant control orders.

JUDGMENT :

Soumen Sen, J.

Both the appeals involved common question of law and facts are taken up together by consent of the parties and disposed of by this common order.

2. For the sake of brevity, the appellant, M/s. Mahavir Traders, is described as “partnership firm” and Ramesh Kumar Sharma, the appellant in FMA 110 of 2015 is described as “Ramesh”.

3. The genesis of the dispute with regard to the grant of distributorship under West Bengal Distribution System (Maintenance & Control), 2003 (hereinafter referred to as the “Control Order 2003”) by which a fresh licence was issued in favour of the partnership firm reconstituted on 23rd August, 2010.

4. The appellant partnership firm would contend that it was only a renewal of the existing distributorship licence whereas Arunava Sasmal, the writ petitioner in WPA 2946(w) of 2016, would contend that it is a fresh licence.

5. The partnership was originally constituted on 2nd November, 1965 and two supplementary agreements were executed thereafter, the last of which was in September 1979. It appears that prior to 25th October, 2004 the partnership was having only two partners, Sri Omprokash Saksaria and Sri Jagadish Prosad Sharma. The said partnership firm was carrying on business of grocery of wholesale and M.R Distributor in partnership in the district of Paschim Medinipur in the name and style of M/s Mahavir Traders.

6. On 25th October 2004, the partnership firm was reconstituted with three partners, namely, i) Sri Omprokash Saksaria, ii) Sri Jagadish Prosad Sharma and iii) Smt. Gita Devi Saksaria.

7. Due to financial contingencies the erstwhile partnership had decided to induct a new partner namely, Smt. Gita Devi Saksaria in order to carry with the wholesale and M.R Distributor in the name and style of the said partnership firm. The re-constituted partnership firm commenced on and from 1st February 2005. It is a partnership at will.

8. Prior to the dispute the partnership firm had three partners, namely, i) Sri Omprokash Saksaria, ii) Sri Jagadish Prosad Sharma and iii) Smt. Gita Devi Saksaria. The contribution of Omprokash and Jagadish in the said partnership firm was Rs.40,000/-each, whereas, Gita contributed Rs.3,00,000/-towards capital of the partnership firm.

9. The partnership deed in Clause 11 provides that in the event of death of any partner during the continuation of partnership, his/her heirs assigns legal representatives shall be partners in his/her place from the date of such death and there need be no dissolution of partnership but mere arrangement or adjustment of the respective shares shall be enough for the purpose of carrying on partnership business.

10. The partnership was again re-constituted on 23rd August, 2010 consequent upon the death of Jagadish Prosad Sharma on 31st July, 2010. The reconstituted deed in the recital has stated that the legal heirs of Jagadish have declined and expressed their unwillingness in writing not to participate in the partnership business as successors of their father.

11. Om Prokash expressed his unwillingness to continue due to old age and recommended his son Arun to be inducted as a partner. Arun contributed Rs. 5.50 lakhs after being inducted as an incoming partner. Dinesh contributed of Rs.4,00,000/-towards capital. The capital contributed by Gita had remained the same.

12. The induction of Dinesh in the partnership firm was challenged by one of the sons of Jagdish, namely, Ramesh Kumar Sharma. Jagadish was survived by six legal heirs out of which except Jagadish none had challenged the induction of Dinesh in the partnership business.

13. Upon such reconstitution, it appears that approval was given by the Food and Supply Department on 10th April, 2012 to the reconstituted firm in cancellation of the earlier licence. However, the earlier licence and approval had not been disclosed in this proceeding.

14. The licence granted on 12th April, 2012 in favour of the reconstituted partnership firm has been disclosed which, inter al