ORDER BY THE COURT : Both these references arise from the same order dt. 23rd Dec., 1982 of the Tribunal. The references have been made at the instance of the Revenue. For convenient disposal of these references, the facts given in the MCC No. 274/87 are taken into consideration. 2. The assessee was the partner of M/s Jawanmal Anraj, Raipur with 40% share of the profit. As a result of re-constitution of the partnership deed dt. 6th Nov., 1973, her share in the profit was reduced to 30% and the GTO held that as a result of settlement of the partnership, the assessee had forgone her share in the goodwill of the firm valued the same at Rs. 31,000. He relied upon the decision of the Madras High Court in CGT vs. T. S. Shanmugham (1977) 110 ITR 237 (Mad). On appeal, the Asstt. CIT set aside the order of the GTO. It was further held that there was no gift by the retiring partner to the continuing partners as the retiring partner had no right to future profits. Thereafter, Department filed an appeal. The Tribunal affirmed the order of the AAC. Therefore, the following question has been referred by the Tribunal for answer by this Court : "Whether, on the facts and in the circumstances of the case, the Tribunal was right in law in holding that the assessee was not liable to pay gift-tax ?" 3. We have heard the learned counsel for the parties and perused the record. 4. The Tribunal while disposing of this matter, has relied on the decision of this Court in the case of Manaklal Motilal Agrawal vs. CGT (1984) 147 ITR 670 (MP), and their Lordships have held that : "The determination of the question whether the retirement of a partner and the reconstitution of the firm by the other partners amounts to a gift of share by the retiring partner depends upon (i) whether the value of the assets of the earlier firm including the goodwill exceeds the total liability of the earlier firm, (ii) whether the incoming partner or a minor who has been admitted to the benefits of the firm has brought any capital. Unless such questions are determined it would not be possible to lay down as a general rule that there has been a gift in respect of the goodwill whenever a firm is reconstituted as a result of which minors are admitted to the benefits of partnership and the share in goodwill of one of the partners is reduced and the same in pro rata given to the minors who are so admitted to the benefits of partnership." The Tribunal also held that "in the present case, absolutely there is no material to hold that the value of the assets of the earlier firm including the goodwill exceeded the total liability of the earlier firm. As far as the present case is concerned, one of the conditions laid down in this decision is satisfied, namely, the incoming partners including the minor have brought sufficient capital. We, therefore, find that having due regard to all the above mentioned decisions, there is absolutely no basis to levy gift-tax in both these cases. Accordingly, we confirm the orders of the AAC and dismiss the Departmental appeals." 5. We have also found that nothing new has been brought to our notice by the learned counsel for the Revenue to take a different view in the matter. This Court has already laid down criteria and on that basis, it appears that the order passed by the AAC as well as the Tribunal is well justified, in the light of the decision of this Court. 6. Hence, we do not find any merit in both these references and answer both the references against the Revenue and in favour of the assessee.