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1993 Supreme(Mad) 187

High Court of Judicature at Madras
THE HONOURABLE MR. JUSTICE P.S. MISHRA & THE HONOURABLE MR. JUSTICE S.M. ALI MOHAMED
Y. Venkanna Chowdry (Died) and Another - Appellant
Versus
G. Lakshmidevamma and Others - Respondents
O.S. Appeal No. 92 of 1979
Decided On : 23 March 1993

Appearing Advocates:For the Petitioner:--- For the Respondent:---

Judgment :-

MISHRA, J.

The Managing Partner (judgment-debtor) in a proceeding for rendition of accounts, has preferred this appeal against the judgment by Padmanabhan, J. dated 13-6-1979.

2. Originally the plaintiffs and the defendants entered into a partnership on 5-11-1956 under the name and style of Sambhu Films, all partners agreeing to share the profit and loss of the business. The capital of the firm of Rs. 2, 20, 000/- was divided into 220 shares of Rs. 1, 000/- each and the first defendant /appellant was appointed as the Managing Partner under the deed. The Firm produced two motion pictures, one in Telugu and another in Tamil. Particularly relying upon two clauses of the partnership deed clauses (9) and (10) and alleging violation thereof, the plaintiffs stated in the plaint as follows :-

"The partners of the aforesaid firm constituted the 1st defendant Venkanna Chowdary as the Managing Partner and he was entrusted with the Management of the firm and all its affairs. Clauses 9 and 10 of the partnership deed deal with the manner of maintaining the accounts and rendering of such accounts. They run as follows:-

"*

9. Proper books of account shall be kept by the Managing Partner and entries made therein of all such matters, transactions and things that are usually entered in the books of account kept by persons engaged in concerns of a similar nature and the same shall be kept posted up to the date under the personal superintendence of the Managing Partner. Such books of account shall be kept at the office of the partnership and each partner shall at all reasonable times have free access to them either by himself or by his agent, to examine and copy the same.

10. On the 31st day of December every year, a general account shall be taken of all assets and liabilities of the partnership and of all dealings and transactions of the partnership during the preceding year and the first of such accounts shall be closed on 31st December, 1957. A profit and loss account and a balance sheet shall be prepared and entered on a separate page and shall be signed by each partner. Such statement when signed shall be binding on them save that if any manifest error shall be found therein and within three months such error will be rectified.

"

At the commencement, one or two meetings of the partners were held in which certain policy decisions were taken. The first defendant offered to work without salary and honorarium for his work as Managing Director if the partners agreed to naming the firm in his son's name and style himself as the Nirmatha (Producer) of the picture though in fact the firm collectively was the producer. This was agreed to by all the parties. These decisions were reduced to the form of resolutions and entered in the Minutes Book signed by the partners present at the time including the plaintiffs. Taking advantage of these resolutions, the 1st defendant assumed the role of sole owner, and failed to convene or hold any meetings of partners thereafter, or inform them of the affairs of the partnership or take the partners into his confidence. The 1st defendant acted contrary to clause (9) of the partnership agreement and failed to allow inspection of the accounts to the plaintiffs and some of the other partners. The plaintiffs have not been informed as to the working of the firm, the firm's income and expenditure. In view of the plaintiffs insistence of inspecting the accounts of the firm, the first defendant offered the plaintiffs access to the accounts relating to advances made by them and interest credited in the accounts. The regular accounts of the partnership, its dealings, day books, showing receipts and expenditure, ledgers and other accounts were not shown to the plaintiffs in spite of repeated requests, under various pretexts. The annual accounts of the firm were never passed by the partners at any meeting of that partners convened as required by clause (10) of the Partnership Deed. On two occasions, however, the signatures




































































































































































































































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