K. Vimala Devi and Others vs Mrs. Kasthuri and Others

Mishra, J.—Two suits C.S. Nos. 112 and 116 of 1984 relating to dissolution of partnership and accounting between the partners as well as

partition of the properties and C.S. No. 14 of 1984 based on a claim arising out of a settlement of accounts between the parties, have given rise to

the instant appeals, viz., O.S.A. Nos. 65 and 68 of 1992,33 of 1993 and 111 of 1991. The first three appeals are invoking Clause 15 of the

Letters Patent against a common judgment in C.S. Nos. 112 and 186 of 1984 by a learned single Judge of this Court, who has granted the relief of

declaration that the suit partnership business firm of M/s. L.K. Ayyavoo Naidu and Sons, created by the partnership deed, dated 1.4.1974, stood

dissolved on 5.8.1983 on the death of one of its two partners, viz. A. Kannappan and thus decreed C.S. No. 112 of 1984, but has dismissed

C.S. No. 186 of 1984 in all respects except to render true and proper accounts, stating inter alia, as follows:

I am inclined to hold that the plaintiffs in C.S. No. 186 of 1984 are entitled to ask for partition of the suit properties by metes and bounds by the

appointment of a commissioner through separate appropriate proceedings in respect of their 45% share as against 55% share due to the

defendants in the said suit and for separate possession of the properties to the extent of their respective share.

To appreciate, however, who the plaintiffs and the defendants are and to know their relationship and why and in what circumstances they became

parties and finally clashed with each other, leading to the suits and the appeals, we may refer to a genealogy, which is not in dispute. L.K. Ayyavoo

Naidu, who died on 8.5.1981, had two sons, A. Kannappan who died on 5.8.1983 and L.A. Parthasarathy, who died on 7.5.1988. Vimala Devi,

Kannappan''s wife,-Sridhar, Kannappan''s son and his three daughters Vijayashree, Jayashree and Bindhushree are the plaintiffs in C.S. No. 186

of 1984. Kasturi, wife of Parthasarathy, Srikanth and Jagadish Bharath, his sons and Kiranmayi, his daughter are the defendants in the suit.

Parthasarathy was originally a defendant in the suit, but has since died and he has accordingly been expunged. Parthasarathy alone instituted,

however, C.S. No. 112 of 1984, after the death of A. Kannappan, seeking accounts from Sridhar; later, however, his wife Kasturi, sons

Sreekanth and Jagadish...Bharath and daughter Kiranmayi were brought on record as legal heirs of the deceased Parthasarathy, and besides

Sridhar, Vimala Devi, the wife Vijayashree, Jayashree and Bindhushree, the daughters were added as defendants. In C.S. No. 186 of 1984 the

trial Court ordered for the appointment of Parthasarathy as a receiver on condition that he must deposit a sum of Rs. 7,500 per mensem to the

credit of the suit in C.S. No. 186 of 1984. Against the preliminary decree in C.S. No. 186 of 1984, however, O.S.A. No. 65 of 1992 has been

preferred and against the decree in C.S. No. 112 of 1984, O.S.A. No. 68 of 1992 has been preferred by Kannappan''s branch. In the course of

final decree proceedings, Sreekanth and others were permitted to continue the business of the firm, but the sum per mensem earlier ordered to be

deposited, was increased to Rs. 15,000. It appears, however, that Sridhar filed an application first to the effect that after the preliminary decree,

the partnership business could not be earned on, as the Firm got dissolved on 5.8.1983, which application the Court disallowed. He then took out

another application stating that he was ready to deposit a sum of Rs. 35,000 per mensem as the rates in the theatre have bean revised on three

occasions commencing from the year 1984. The trial Court, ordered for the change of the Receiver on conditions that Sridhar would pay Rs.

35,000 per mensem to the credit of the firm. Srikanth and others have filed appeal O.S.A. No. 110 of 1992 against the said order. Since these

appeals are directly connected with each other and the facts as well as the laws traversed by the parties are common, we propose to deal with

these appeals together. We, however, find that O.S. A. No. 33 of 1993 is in the nature of a cross-objection only: the same, although filed as a

separate appeal, is taken up by us as a cross-objection.

There is no dispute to the fact that L.K. Ayyavoo Naidu constituted a partnership business with his sons, Kannappan and Parthasarathy in

running a cinema theatre and exhibition of films under the partnership name of L.K. Ayyavoo Naidu and sons, constituted by deed of partnership,

dated 1.4.1968. It is also not in dispute that L.K. Ayyavoo Naidu expressed his willingness to retire from the firm from 1.4.1974 and the

partnership was reconstituted between the two brothers viz., Parthasarathy and Kannappan, under a deal of partnership dated 1.4.1974, in which,

however, the then minor sons of Parthasarathy, Srikanth and Jagadish Bharath were admitted to the benefits of the partnership. Controversy

herein, however, is in respect of the interest that Parthasarathy and his sons Srikanth and Jagadish got as against the interest of Kannappan in the

reconstituted partnership. While admitting Srikanth and Jagadish to the benefits of the partnership the deed recited as follows: ""The net profit or

loss after allowing for and deducting all expenses and usual business outgoings of the Firm shall be divided between the parties hereto as below:

Profit Loss

First party 45% 45%

Second party 33% 55%

Third party 11% Nil

Fourth party 11% Nil

The minors are not entitled to share the loss."" The first party Kannappan was given 45% interest in the profit and the same in the loss, but the

second party Parthasarathy was given only 33% in profit, since his minor sons Srikanth and Jagadish were given 11% each as third party and

fourth party respectively in the profit. Parthasarathy was burdened with 55% loss. In the earlier deed, the three partners Ayyavoo Naidu,

Kannappan and Parthasarathy, which is not in dispute, were given equal shares, making thereby, that Kannappan had 33%, Parthasarathy had

33% and Ayyavoo Naidu had 33%.

Ayyavoo Naidu''s share on his relinquishment has gone under this arrangement 11% each to Srikanth and Jagadish, Parthasarathy''s sons and

remaining share of his been given, according to Srikanth and others, to Kannappan, in lieu of that which would have been given by the grand father

to his (Kannappan''s) sons. The bone of contention, however, is not with respect to the profit sharing or the loss sharing, but with respect to the

division of the assets of the partnership, for which the clause in the deed reads as follows:

The land, building and other assets in 346, Poonamallee High Road, Madras-600 029. (more popularly known as Lakshmi Talkies) in which the

business is carried on, shall belong to the parties in their profit sharing proportions.

The main contention on behalf of Sridhar and others has been that the minors, who are admitted to the benefits of the partnership, are not partners

until the statutory requirements are complied with, and since it is said in this clause of the deed that the land, building and other assets in which the

business is carried on, it shall belong to the partners in their profit sharing proportion those who were merely admitted to the benefits of the

partnership, cannot get any share in the building and other assets and the profit sharing between Kannappan and Parthasarathy''s being 45:33,

Pathasarathy''s heirs and legal representatives shall get 33% share only: the rest going to the first party in the deed, viz., Kannappan.

We do not think much prospecting is required in noticing the fallacy in the contention that Parthasarathy or those who claim through

Parthasarathy would get 33% only, for, if that be so as has been sought to be interpreted, then Kannappan''s branch also shall get not more than

45% and 22% of the land, building etc., shall go to none, neither to Kannappan''s branch nor to Parthasarathy''s branch. This obvious

impracticable approach perhaps gave to the appellants (Kannappan''s branch) the idea of treating 78% i.e., to say 45 + 33 of the partners as the

100% for a division between the two branches, meaning treating 75% as 100% and given in the proportion of 45% to the Branch of Sridhar and in

the proportion of 33% only to the Branch of Parthasarathy. We have not much knowledge in mathematics, but it will obviously lead to an

unworkable equation, that is to say 78% equivalent to 100, to be divided in the proportion of 45:33 means there shall be residue of 22 and all the

while, the increased proportion finally shall be not more than 45:33. We however propose to appreciate whether there is any support of law to the

contention of the learned Counsel for the appellants that the words, ""lands, buildings and other assets... shall belong to the partners"" will exclude

the minors, who are only admitted to the benefits of the partnership. Chapter III of the Partnership Act contains provisions dealing with the

relations of partners to one another. Chapter IV contains provisions dealing with relations of partners to third parties. In the latter chapter, there is

a provision in Section 30 of the Partnership Act, which says, if a person, who is a minor according to the law to which he is subject may not be a

partner in a firm, but, with the consent of all the partners for the time being, he may be admitted to the benefits of partnership. This appears to

imply a minor admitted to the benefits of partnership is not a partner. This Section 30, however, has several sub-sections, which indicate how a

minor admitted to the benefits of partnership has to be treated and how he can become a partner. Sub-section (2) of Section 30 says, such minor

has a right to such share of the property and of the profits of the firm as may be agreed upon, and he may have access to and inspect and copy,

any of the accounts of the Firm. Sub-section (3) says that the minor''s share in the property will be liable for the acts of the Firm, but the minor shall

not personally be liable for any act of the Firm. Then comes Sub-section (4), which reads as follows: ""Such minor may not sue the partners for an

account or payment of his share of the property or profits of the firm, save when severing his connection with the firm, and in such case; the amount

of his share shall be determined by a valuation made, as far as possible, in accordance with the rules Contained in Section 48: Provided that all the

partners acting together or any partner entitled to dissolve the firm upon notice to other partners may elect in such suit to dissolve the firm, and

thereupon the Court shall proceed with the suit as one for dissolution and for settling accounts between the partners, and the amount of the share of

the minor shall be determined along with the shares of the partners"".

Sub-sections (5), (6), (7) and (8) of this Section 30 envisage how after attaining majority or of his obtaining knowledge that he had been admitted

to the benefits of the partnership, such person may give public notice that he had elected to become or that he has elected not to become a partner

in the firm and such notice shall determine his position as regards the firm and that when such person becomes a partner, his rights and liabilities as

the minor continue up to the date on which he becomes a partner, but he also becomes personally liable to third parties for the acts of the firm

since he was admitted to the benefits of the partnership. As a consequence of the dissolution of the partnership, it is not in dispute, accounts have

to be settled, and Section 48 of the Act says in settling the accounts of a Firm after dissolution, the following rules shall, subject to agreement by

the partners, be observed:

(a) losses including deficiencies of capital shall be paid first out of profits, next out of capital, and lastly, if necessary, by the partners individually in

the proportions in which they were entitled to share profits;

(b) the assets of the firm, including any sums contributed by the partners to make up deficiencies of capital, shall be applied in the following manner

and order:

(i) in paying the debts of the firm to third parties;

(ii) in paying to each partner rateably what is due to him from the firm for advances as distinguished from capital;

(iii) in paying to each partner rateably what is due to him on account of capital; and

(iv) the residue, if any, shall be divided among the partners in the proportions in which they were entitled to share profits.

A combined reading of these provisions shows that any share, in the property and in the profits of the firm, of a minor admitted to the benefits of

partnership shall be liable for the acts of the firm, but the minor shall not personally be liable for any such act unless he becomes a partner after

attaining majority or of his obtaining knowledge that he had been admitted to the benefits of partnership, whichever date is later. He can, however,

have the advantage of sharing the profits and sharing the assets of the partnership as well, as may be agreed upon and subject to agreement in the

proportion of profit sharing. The learned single Judge has referred in his judgment to the principles and the facts, to say, ""it is very clear that there

were only two partners A. Kannappan and L.A. Parthasarathy and that defendants 2 and 3, then minors, were admitted to the benefits of the

partnership, and that on the death of one among the two partners, viz. A. Kannappan on 5.8.1983, the partnership business constituted under

Ex.P-2 on 1.4.1974 became dissolved and that the provision contained in Clause 13 of the deed of partnership dated 1.4.1974 has no legs to

stand and will not prevail over the settled principles of law"". This finding has not been questioned before us. Learned Counsel appearing for the

plaintiffs conceded in the trial Court and before us, in appeal that on the basis of the tendered oral and documentary evidence and the respective

pleadings of the parties and on the basis of the legal position, the suit partnership firm of Messrs. L.K. Ayyavoo Naidu and Sons should be

deemed to have been dissolved on the death of A. Kannappan on 5.8.1983 itself, notwithstanding the provision contained in Clause 13 of the

partnership agreement dated 1.4.1974. As a consequence of this dissolution, accounting has to be done and profit of the firm has to be divided,

there is no dispute before us, in accordance with the shares allotted to the partners as well as the two minors admitted to the benefits of the

partnership. The only agreement brought to our notice as to the sharing of the assets of the partnership is the clause above quoted in which partners

are said to divide in their profit sharing proportion. There is no mention either in this clause or in the other clause where profit sharing proportion is

indicated, how minors admitted to the benefits of the partnership, would share the assets. The first partnership, which has a specified profit sharing

as well as the share in the properties, it is conceded, had three partners, that is to say, the father and the two sons, Ayyavoo Naidu, Kannappan

and Parthasarathy. Shares in the properties and assets of the partnership belonging to Ayyavoo Naidu are not shown to have devolved either upon

Kannappan or Parthasarathy or any other person in the deed, dated 1.4.1974. It is said clearly that in other respects the parties shall be governed

by the provisions of the Indian Partnership Act, 1932, and any statutory modification thereof,

We are conscious that the effect of a minor being admitted to the benefits of the partnership is to make him cestue qua trust and his rights can be

enforced by taking accounts. It follows accordingly and so the provisions of law state that a minor cannot become a partner by contract, but can

sue for the benefit of the partnership to which he is admitted and will be entitled to share like partners in the profits, and in the event of dissolution,

in the properties and the assets of the partnership.

Although there is no direct authority on the subject, but it is oft repeated that under the general law of partnership a minor cannot be a full

partner, liable to share in the losses. He can only be admitted to the benefits of the partnership. In other words, he can only be entitled to share in

the profits and hot losses (See Commissioner of Income Tax, Bombay Vs. Dwarkadas Khetan and Co., and The Addl. Commissioner of Income

Tax Vs. Uttam Kumar Pramod Kumar, .) In Commissioner of Income Tax, Bombay Vs. Dwarkadas Khetan and Co., , however, we have some

support to our above view that Section 30 of the Indian Partnership Act is designed to confer equal benefits upon the minor by treating him as a

partner, but it does not render a minor a competent and full partner. In Commissioner of Income Tax, Mysore Vs. Shah Mohandas Sadhuram, ,

this view has been reiterated and it is added as follows:

What are the incidents and true nature of benefits of partnership and what is a guardian of a minor competent to do on behalf of a minor to secure

the full benefits of partnerships to a minor. First it is clear from Sub-section (2) of Section 30 of the Partnership Act that a minor cannot be made

liable for losses. Secondly, Section 30, Sub-section (4) enables a minor to sever his connection with the firm and if he does so, the amount of the

share has to be determined by evaluation made, as far as possible, in accordance with the rules contained in Section 48, which section visualises

capital having been contributed by partners. There is no difficulty in holding that this severance may be effected on behalf of a minor by his

guardian. Therefore Sub-section (4) contemplates that capital may have been contributed on behalf of a minor and that a guardian may on behalf of

a minor sever his connection with the firm. If the guardian is entitled to sever the minor''s connection with the firm, he must also be held to be

entitled to refuse to accept the benefits of partnership or agree to accept the benefits of partnership for a further period on terms which are in

accordance with law. Sub-section (5) proceeds on the basis that the minor may or may not know that he has been admitted to the benefits of

partnership. This sub-section enables him to elect, on attaining majority, either to remain a partner or not to become a partner in the firm. Thus, it

contemplates that a guardian may have accepted the benefits of a partnership on behalf of a minor without his knowledge. If a guardian can accept

benefits of partnership on behalf of a minor he must have the power to scrutinise the terms on which such benefits are received by the minor. He

must also have the power to accept the conditions on which the benefits of partnership are being conferred. It appears to us that the guardian can

do all that is necessary to effectuate the conferment and receipt of the benefits of partnership.

It follows from the above discussion that as long as a partnership deed does not make a minor full partner a partnership deed cannot be regarded

as invalid on the ground that a guardian has purported to contract on behalf of a minor if the contract is for the purposes mentioned above.

Thus, on the basis of our discussions as to the true effect of a minor being admitted to the benefits of a partnership, we are of the definite opinion

that benefits of partnership include not only profit sharing, but in the event of dissolution, sharing the assets of the firm, after the debts of the third

parties etc., are paid off. In case other partners are going to divide the residue, a minor admitted to the benefits of the partnership shall also share

the division. He shall not be denied a share in the assets of the partnership merely because he has not been a full-fledged partner. We have another

reason in the instant case, apart from the anomalies which we have noticed in the claim of the plaintiffs/appellants to reject the case that the division

of the properties and the assets of the partnership shall be in the ratio of 45% and 33% only, and since it is not said in the above quoted clause that

the minors also would receive their share in the proportion of 11 % each, they will not be given anything. Section 48 of the Act has nowhere

spoken of anything to be given to the minor. But, since it is said in Clause (4) of Section 30 of the Act, as we have noticed already, a minor who is

admitted to the benefits of partnership shall have a share in the properties of the partnership, as well as profits, as far as possible in accordance

with the rules contained in Section 48. While saying that the partners shall divide the properties and the assets in their profit sharing proportions, it

is obviously not intended by the parties to the agreement including L.K. Ayyavoo Naidu, who expressed his willingness to retire with the minors

admitted to the benefits of the partnership on the basis of Ayyavoo Naidu''s share divided into three, going to the sons of Parthasarathy, Srikanth

and Jagadish and one preserved for the son of Kannappan and thus added to his share, that they shall not acknowledge a division of the assets and

properties in three parts, (1) for Parthasarathy, (2) for Kannappan, and (3) for those who are admitted to the shares of L.K. Ayyavoo Naidu. We

are in complete agreement with the view of the learned single Judge in this behalf that minors admitted to the partnership shall take a share in the

properties and the assets of the partnership and their share shall be in profit sharing proportion, i.e., to say 11% each. The same share would have,

it appears, gone to the son of Kannappan, that is to say, Sridhar''s 11% besides Kannappan''s share of 33% had Kannappan as guardian of

Sridhar entered into the agreement as Parthasarathy evidently did. In any case, his share in the partnership is available to the branch of Kannappan,

which Sridhar may divide with his sisters and mother. The above, in our opinion, disposes of O.S. A. Nos. 68 and 65 of 1992.

The cross-objection O.S.A. No. 33 of 1993, it appears, has been filed, for in the impugned judgment, the learned single Judge has said, a

decree is passed to render true and proper accounts of the suit partnership from 1.4.1974, the date of its commencement till the date on which the

second defendant was appointed by the Court as Interim Receiver. We cannot see anything wrong in asking for accounts from 1.4.1974, for

according to the defendants as well as plaintiffs, no accounts were ever settled from the very date of the inception of the partnership to the benefit

of which the minors were admitted. The ground raised on behalf of the defendants/appellants, however, is that since in the plaint in C.S. No. 186

of 1984 accounts are claimed from 5.8.1983, the Court should not have allowed accounting from 1.4.1974. It is well-settled that in a suit for

dissolution of a partnership, plaintiffs and defendants have equal status, and the proceedings after preliminary decree are proceedings to consider

objections of the plaintiffs as well as the defendants. Whomsoever has been in possession of the accounts, it is obvious, is accountable to the firm

and accordingly to the partners. There is some period, it is said, Kannappan had acted as the Managing Partner. There is some period, when it is

said Parthasarathy had acted as the Managing Partner. The final dissolution of the partnership is said on the death of Kannappan on 5.8.1983

because the sole surviving partner was Parthasarathy alone (besides him were minors, who were only admitted to the benefits of the partnership).

Parthasarathy also has died. Now before the Court are legal representatives of Kannappan On the one side and legal representatives of

Parthasarathy on the other side. It is only fair and equitable that all accounts are disclosed to them, all assets are made known to each one of them

and all disputes in respect of their shares etc., are settled strictly in accordance with the terms of the agreement. The learned single Judge has

committed, therefore, no wrong in ordering for accounts as above. This disposes of O.S.A. No. 33 of 1993.

O.S.A. No. 110 of 1992, if we may say so with respect, has come up only because the true and proper scope of the control of the Court upon

the receiver was not appreciated by the parties. We have the information that the Court appointed Parthasarathy, the sole surviving partner, as the

Receiver on the condition that he will deposit each month Rs. 7,500. This was raised to Rs. 15,000 on 11.4.1984. After the death of

Parthasarathy, however, Srikanth (one of the two minors admitted to the benefits of the partnership, who had since attained majority), was

appointed as Receiver. He continued to comply with the condition of depositing the said amount until in Application No. 5768 of 1991 in the suit,

the appellant L.K. Sridhar alleged that Srikanth has not been accounting property and that considering the escalation of prices and the fares of the

tickets to various categories (entry fees), it was necessary to revise the rate and since Srikanth was not giving the actual benefit to the branch of

Sridhar, he should be removed and his offer of depositing Rs. 35,000 per month should be accepted. Sridhar deposited a sum of Rs. 1,05,000

(equal to three months'' income) and sought his appointment as the Receiver. Srikanth filed a counter-statement, denying all allegations of

irregularities and suggested that the entire story of higher income and offer of the rate of Rs. 35,000 per month was concocted only to dispossess

him from the administration of the suit theatre. In the course of the hearing of the application, however, he expressed his willingness and readiness

to pay a higher rate of income at Rs. 25,000. The trial Court, after a discussion of this aspect of the case, however, has said as follows:

Though several contentions were raised in the affidavit and the same have been countered and denied in the counter-affidavit, in so far as the point

involved in this application is concerned, there is no need for me to traverse each and every one of the same in this order for the purpose of

discussion and giving a finding. Suffice it for me at this juncture to note that when this position was put forth and the counsel were confronted with

the same the applicant has come forward with an offer of Rs. 35,000 net payable every month to the credit of the suit provided that he is entrusted

with the administration of the suit theatre in the name of suit partnership business firm in the place of the present interim administrator, namely, the

second respondent herein. Per contra, Thiru Gurumurthy, the learned Counsel appearing for the respondent negatives the same with the offer of

Rs. 25,000 net per month, which is manifestly less than the quantum offered by the applicant. It has to be noted that it was the consistent offer of

the applicant to take the responsibility of administering the firm and running the theatre for some time at least, and perhaps with this object in mind

he has come forward with the depositing of three months income totalling to Rs. 1,05,000 into this Court in the pretext of proving his bona fides.

In the light of the above position, if a chance is given to the applicant to run the suit partnership by name L.K. Ayyavoo Naidu and Sons, which is

to run the suit theatre to the applicant herein, in the capacity of being one of the major sharers for sometime in the place of the second respondent

herein at the highest offer of Rs. 35,000 net payable by him every month apart from the deposit made by him referred to above already to the

credit of the suit pending passing of final decree. In my firm view the second respondent herein will not be prejudiced in any manner nor put to any

loss or serious damages. But, on the other hand, the best and the highest income is being derived and made available to the credit of the suit to

which both the sharers, namely the applicant and the respondent are entitled to get it in proportion to their due shares.

He has accordingly ordered as follows:

...I feel totally satisfied in holding that the applicant has made out a strong case in his favour against the respondent, which warrants my mind to put

him incharge of the administration of the partnership firm by name L.K. Ayyavoo Naidu and Sons for the purpose of running the suit theatre namely

M/s. Lakshmi Talkies situated in Aminjikarai, Madras City, on the payment of Rs. 35,000 per month on the 10th of every succeeding month very

regularly by depositing the same into Court to the credit of the suit theatre giving notice to the respondent or his counsel and that the deposit made

by the applicant of Rs. 1,05,000 is to remain by way of security in the Court deposit and that with the useful clauses or directions given already in

the earlier appointment passed on 11.4.1984 the applicant is directed to run the suit theatre till passing of the final decree or until further orders... .

It was never been the case of Sridhar that he has been a partner. His case has been that his father was a partner with the father of Srikanth.

Srikanth''s father was the sole surviving partner after the death of Sridhar''s father. As heirs and legal representatives of a deceased partner,

Sridhar''s remedies lay in seeking dissolution, which he did, and seek from the surviving partnership accounts, which he demanded. As one of the

modes of settlement of accounts in the case of a dissolution, by an event which was beyond the control of any partner, it appears the Court

appointed Parthasarathy as the Receiver. After Parthasarathy''s death, Srikanth has been the Receiver. It is nobody''s case that he has mismanaged

the properties or that there has been appropriations by him or that he has not properly and fully accounted for the business after the alleged

dissolution. In such a situation, however, why action is taken to remove when in course of accounting if there has been anything more than the

amount deposited by the receiver in Court as income of the business, persons, claiming through the partners are entitled to share, attempt was

made to remove him from the receivership. (sic.) He has been depositing such money each month as a condition for his appointment as the

Receiver, since the Court has so ordered. There has been no ground, therefore, in our view, to remove him, without asking him to abide by any

other condition that the Court thought was proper and reasonable. The dispute, however, has no meaning before us. Srikanth has agreed to

deposit Rs. 35,000 and has been making deposits regularly pursuant to the Court''s order. In our opinion, there is no jeopardy to the cause of

justice if the arrangement, Vide: Division Bench order dated 24.4.92 in C.M.P. No. 5549 of 1992-is continued until accounts are completely

settled between the parties and the adjudication is accordingly made final.

We have one more appeal to dispose of O.S.A. No. 111 of 1991. In this appeal, we are faced with two deeds of settlement, Exs.P-1 and D-2.

Ex.P-1 is a document, dated 25.8.1978 executed by L.K. Ayyavoo, Naidu, his son A. Kannappan, Kanhappan''s wife Vimala Devi, Ayyavu

Naidu''s another son L.A. Parthasarathy and his wife Kasthuri. Ex.D-2 is an earlier document, dated 15.7.1974 between Kannappan, his wife

Vimala Devi, Parthasarathy and his wife Kasthuri. 15.7.1974 agreement is a deed of settlement in favour of the parties and their children. This

document says ""whereas the parties wanted to pay the liabilities in equal shares from and out of the sale proceeds of the properties consisting of

vacant piece of land situate in Arumabakkam village and Ayyavoo Naidu Colony, Aminjikarai, Madras-29, and described in Schedule ''A''

hereunder"". There is no substantial dispute, however, in respect of this document, for it is nobody''s case that any part of it has not been carried

out. The main document, however, is 1978 agreement to which L.A. Ayavoo Naidu is the party of the first part; A. Kannappan is the party of the

second part; his wife Vimala Devi is the party of the Third part; L.A. Parthasarathy is the party of the Fourth Part, and his wife Kasthuri is the

party of the fifth part, This has been executed it appears, because all that was required to be carried cut by the agreement, dated 15.7,1974 was

yet to be completed, and liabilities of the parties were required to be settled. The relevant portion of this agreement reads as follows:

Whereas by an agreement dated 15.7.1974, the parties of the second to fifth parts have agreed to discharge the liabilities of Rs. 3,24,423 due and

payable to various persons, the particulars of which are mentioned in the annexure, whereas according to the said agreement they have discharged

Rs. 1,82,423, whereas a sum of Rs. 1,42,000 is still due and payable in respect of the said amounts, besides a sum of Rs. 24,105 towards

accrued interest over the said amount as set out in Schedule ''A'' hereto:

Whereas subsequent to the said Agreement the parties of the first, second and fourth parts have borrowed a sum of Rs. 69,500 and the said

amount is also payable now, whereas a sum of Rs. 1,13,492 is also payable by the parties hereto to the various persons, that is Rs. 73,492 to Mr.

Kannappan, Rs. 20,000 to Sridhar, Rs. 20,000 to L.A. Parthasarathy, whereas in all a sum Of Rs. 3,49,097 is still due and payable by the parties

hereto the particulars of which are set out in Schedule ''A'' hereto:

That in pursuance of the said agreement the parties hereby agree to sell the properties, viz., the plots, belonging to the party of the first part, third

part and fifth part in Ayyavoo Naidu Colony, in Layout No. 96 of 1958, Madras-29, besides other vacant land, measuring 4 acres 10 cents

comprised in R.S. No.

As and when the said plots are sold from and out of the sale proceeds from each ground, a sum of Rs. 2,000 should be paid towards the debt

of Krishnamoorthy Reddy, Rs. 2,000 to Sri Kannappan, the party of the second part and the remaining amount towards the discharge of other

liabilities, and the said mode of payment shall be as per transaction entered in their account... .

It appears that parties recognised borrowings including from Kannappan Rs. 73,492 and agreed to sell the properties belonging to the parties on

term that a sum of Rs. 2,000 should be paid to Kannappan, on sale of each ground and the remaining amount towards the discharge of other

liabilities. There is no controversy, however, about other things before us, except that parties have sold land in Ayyavoo Naidu Colony in Layout

No. 96 of 1958, except the vacant land, measuring 4 acres 10 cents. It is conceded that thirty grounds of land have been sold. Thus, Kannappan''s

branch must get a total sum of Rs. 60,000 (Rs. 2,000 x 30). Learned Counsel for the respondents in this appeal has not been able to dispute this

factual position. This amount of money belonging to Kannappan''s branch is in their hand. That amount they must pay to the appellants. We have

no information as to when which part of the Lay-out was sold and what period lapsed between the receipt of the consideration money and the suit.

Therefore, it is not possible to work out any interest for the period before the suit. Interest from the date of plaint and decree, however, can be

granted and accordingly we required the learned Counsel for the parties to work out and they have indicated that a sum of rupees one lakh in all

towards principal due and interest together may meet the ends of justice. Mr. S. Govind Swaminathan, learned senior counsel appearing for the

appellants, left calculation of the interest entirely in the hands of the Court. We see no reason to accept any contention on behalf of the respondents

to deny any interest on the principal sum to the appellants. Accordingly, we find it fair, as we have said earlier, to order in this appeal that the

respondents are liable to pay in all a sum of rupees one lakh inclusive of the principal due and interest up to the date of the decree. If the said

amount is not paid by depositing into Court by the respondents within two months from today (20.4.1993), the decree shall carry an interest of 9%

per annum, until paid. On the facts and in the circumstances of the case, however, we make no order as to costs.