Judgment : 1. Appeal against the judgment and decree made in A.S.No.231 of 1987, on the file of the Principal District Judge, Madurai dated 14. 1988 confirming the judgment and decree granted in favour of the plaintiff in O.S.No.408 of 1985, on the file of III Additional Subordinate Judge, Madurai dated 29. 1987. 2. Thetwice defeated defendants are the appellants in this Second Appeal. 3. The plaintiff, one Kumaresan has filed the suit for dissolution of partnership firm and for taking of accounts alleging that the plaintiff and the defendants 1, 3 to 6 and father of the second defendant are all partners of a firm under the name and style “Karupannan Company”, that the partnership was formed on 2. 1974, that they entered into an agreement of partnership deed on the same date, that subsequently new partners were added and the partnership was reconstituted under the documents of the year 1977 and 1980, that the defendants 7 to 9 also became partners, that the partnership was one at will, that the first defendant is the Managing Partner, that the plaintiff has been expressing his desire to retire from the firm and he has been demanding other partners to settle his accounts, to pay him the amount outstanding to his credit and the partnership may be dissolved, that the defendants 1 to 9 have been colluding together to suppress the accounts and they try to remove the profit belonging to the plaintiff issued a notice on 1. 1983 to the defendants 1 to 9 calling upon them either to settle his claim or to dissolve the partnership firm, that the defendants sent a reply on 30.4.1983 belatedly making false allegations, that the accounts of the firm were not placed and settled at any time before all the partners and, that therefore the plaintiff was constrained to file the suit for dissolution of the partnership firm and for taking accounts from 2. 1974. 4. 1974. 4. The suit was resisted by the defendants and the first defendant filed a written statement adopted by other defendants contending that the claim is barred by limitation, that the suit is not maintainable, that the plaintiff is the second son of one Udaya Nadar, who had four sons, that the father and sons constituted a partnership firm by name “Kathan Nadar Company”, that the firm subsequent to the death of the father in 1974 resolved to enter into suit partnership firm Karupannan Company, that on behalf of four brothers, the plaintiff was made as a partner in Karupannan Company and that is how the plaintiff joined Karupannan Company as a partner representing his family, that initial capital of Rs.5,000 was also contributed by Kathan Nadar Company, that the plaintiff therefore cannot sue for dissolution or for accounts in his individual capacity, that the plaintiff wanted to retire even in 1982, that he actually retired from the partnership firm in 1982, that every year accounts were finalised and accepted by all the partners, that therefore the plaintiff has no right to ask for relief of accounting, that even after retirement of the plaintiff and as per the agreement, the partnership continued, that there is no collusion among the defendants or suppression of accounts or transfer of properties belonging to the firm, that the plaintiff issued a notice for which the defendants have sent a suitable reply, that the plaintiffs brothers have not take any action, that the plaintiff is not entitled to any reliefs and the suit is liable to be dismissed. 5. The plaintiff filed a reply statement stating that the amount of Rs.5,000 contributed by Kathan Nadar Company has been paid back with interest within 14 months from the formation of Karuppannan Company, that the plaintiff alone is entitled for the share contributed to Karuppannan Company, that it is false to state that the plaintiff wanted to retire in 1982, that the plaintiff has not so far retired from the partnership firm, that the accounts were not perused and settled at any time after formation of the partnership firm, that the defendants was promising to settle the accounts, that the brothers of the plaintiff have nothing to do with the firm, and that therefore the suit is maintainable and he is entitled for a decree of dissolution of partnership firm and for placing the accounts. 6. 6. The plaintiff examined himself as P.W.1 and filed Exs.A-1 to A-13 documents. The defendants have examined D.Ws.1 and 2 and have filed Exs.B-1 to B-15 documents. Through D.W.2 the defendants have filed Exs.C-1 to C-3 documents. 7. On consideration of the evidence, oral and documentary, the learned Subordinate Judge granted a decree in favour of the plaintiff for dissolution of the partnership firm and for accounting from 2. 1974. Aggrieved at the said judgment and decree, the defendants preferred A.S.No.231 of 1987 and the learned Principal District Judge by the impugned judgment dismissed the appeal confirming the judgment and decree granted in favour of the plaintiff. Aggrieved at the said judgment and decree, the defendants again have come forward with this appeal. 8. At the time of admission of this appeal, the following substantial questions of law were formulated as arising for consideration: .(1) Whether the suit for dissolution of the partnership of 1974 constituted under Ex.B-2 is maintainable when even on the plaint averments the said firm was reconstituted in 1977 under Ex.B-3, and Ex.B-3 firm was further reconstituted in 1980 under Ex.B-4 and the decree for dissolution of the erstwhile firm of 1974 is sustainable in lawe .(2) Whether on the terms of Ex.B-2 partnership deed which provides that the firm would continue even on the retirement of a partner the plaintiff could claim dissolution of the firse and .(3) Whether the plaintiff who is a party to Ex.B-3 and B-4 partnerships of 1977 and 1980 could claim taking of accounts prior to 1980e 9. The points: It is not in dispute that the plaintiff and the defendants 1 and 3 to 6 and the father of the second defendant all joined together under a partnership deed dated 2. 1974 and constituted a partnership firm under he name and and style of “Karupannan Company” It is also not in dispute that second defendants father and another partner died in 1977 and 1980 and the partnership was reconstituted under Exs.B-3 and B-4 respectively in 1977 and 1980. A reading of Exs.B-3 and B-4 would also confirm that the partnership firm Karuppannan Company constituted under Ex.B-2 partnership deed continued with addition of new partners and that too only in the place of partners who died by taking their sons. So, notwithstanding the reconstitution of the parntership by adding partners, the partnership that was constituted on 2. A reading of Exs.B-3 and B-4 would also confirm that the partnership firm Karuppannan Company constituted under Ex.B-2 partnership deed continued with addition of new partners and that too only in the place of partners who died by taking their sons. So, notwithstanding the reconstitution of the parntership by adding partners, the partnership that was constituted on 2. 1974 continued to function till the date of the suit and there is no dissolution of the partnership firm evidenced by any document. 10. The plaintiff is a partner in Ex.B-2 partnership and he also was a party to reconstituted firm under Exs.B-3 and B-4. The plaintiff has issued a notice Ex.A-4 on 1. 1983 expressing his desire to retire from the partnership and asking other partners to settle his accounts and to pay him the amount due to him standing to his credit in his partnership firm. The claim of the plaintiff was resisted by the remaining partners on whose behalf Ex.A-13 reply was sent on 14. 1983 denying the right of the plaintiff to ask for dissolution or for accounts. The notice of retirement and for settling the accounts was issued by the plaintiff on 1. 1983 and this was also in accordance with the terms and conditions of the partnership deed since the partnership that was constituted under Ex.B-2 is one at will and the partners intending to retire from the firm have to give two months notice prior to the closing of annual accounts which usually takes place in April of every year. With this in mind, the plaintiff has issued Ex.A-4 on 1. 1983. The defendants have not sent any reply either after the expiry of two months or during the month of April before closing the accounts for the relevant year. Instead, they have chosen to give reply only on 30.4.1983 under Ex.A-13 wherein they have even denied that the plaintiff is a partner of Karuppannan Company. .11. The defendants have tried to deny the claim of the plaintiff by stating that the plaintiff by himself has not become the partner of Karuppannan Company and his family nominated him to be the partner and the family as such alone could rather demand either retirement, dissolution or accounts. .11. The defendants have tried to deny the claim of the plaintiff by stating that the plaintiff by himself has not become the partner of Karuppannan Company and his family nominated him to be the partner and the family as such alone could rather demand either retirement, dissolution or accounts. It is pointed out by the defendants that during the plaintiffs fathers time there was one partnership firm by name Kathan Nadar Company in which Udaya Nadar and his four sons including the plaintiff were partners and the partnership continued after the death of the father with these four brothers. It is the further case of the defendants that the firm Kathan Nadar Company consisting of four brothers including the plaintiff has decided to become the member or partner of the plaintiff partnership firm and therefore if at all the plaintiff could ask for accounts or dissolution, he must ask the accounts to be settled only in respect of Kathan Nadar Company. The contentions raised by the defendants with regard to the claim of partnership of the plaintiff are irrelevant and meaningless. On going through Exs.B-2, B-3 and B-4 we can find out that the plaintiff was taken as a partner along with these defendants and even in 1980 under Ex.B-4 the plaintiff and the defendants 1 to 9 are the partners and the plaintiff has been individually taken as a partner and Kathan Nadar Company was never taken as a partner and the plaintiffs partnership firm has nothing to do with Kathan Nadar Company. If among four sons of Udaya Nadar there was any agreement to join the plaint partnership firm, it was a matter to be agitated by four brothers among themselves, but the fact remains that the plaintiff become a partner in 1974 when Karuppannan Company was constituted and started and therefore, it is futile on the part of the defendants to contend that Kathan Nadar Company is a partner of Karuppannan Company or the plaintiff must ask for dissolution of their family concern Kathan Nadar Company. The arrangement made in between four sons of Udaya Nadar or the partners of Kathan Nadar Company has nothing to do with these defendants along with whom the plaintiff has joined to constitute Karuppannan Company. Therefore, the plaintiff became a partner of Karuppannan Company and he continued till 1983 when he issued the notice for dissolution. 12. The arrangement made in between four sons of Udaya Nadar or the partners of Kathan Nadar Company has nothing to do with these defendants along with whom the plaintiff has joined to constitute Karuppannan Company. Therefore, the plaintiff became a partner of Karuppannan Company and he continued till 1983 when he issued the notice for dissolution. 12. It is next contended by the defendants that the plaintiff has retired even in 1982 and the accounts were perused and settled. Strangely the defendants have not stated the date, month on which the plaintiff was permitted to retire or when his accounts were settled and what amount was paid to him and whether any accounts were taken to find out the amount standing to the credit of the plaintiff as on 1982, when he is said to have retired from the partnership firm. No documentary evidence is produced in support of the claim of the defendants that the plaintiff has retired from the partnership firm in 1982. Both the courts below on proper appreciation of the evidence on facts have come to the conclusion that the claim of the defendants that the plaintiff retired in 1982 cannot be true. In fact notice was issued by the plaintiff under Ex.A-4 dated 1. 1983 calling upon the defendants to settle his accounts and expressing his desire to retire from the partnership firm. This was replied to by the defendants belatedly under Ex.A-13 dated 30.4.1983 but strangely in this belated reply also, the defendants have not even claimed that the plaintiff retired in 1982. Moreover, the defendants themselves have produced the orders of assessment made by Income Tax Authority in respect of the accounts of Karuppannan Company and even in 1983 and 1984 as seen from Ex.B-12 dated 16. 1984 the plaintiff was shown as a partner. Ex.A-3 is the Firm Registration Certificate issued by the Registrar of Partnership Firms which would also show that the name of the plaintiff continued to remain as a partner of Karuppannan Company as late as 1984. Therefore, the lower courts have correctly rejected the claim of the defendants that the plaintiff retired in 1982 itself. .13. Finally an argument is made on behalf of the defendants that the plaintiff anyhow cannot ask for accounts of the partnership firm from 2. 1974 when the partnership has been reconstituted in 1977 and 1980 under Exs.B-3 and B-4. Therefore, the lower courts have correctly rejected the claim of the defendants that the plaintiff retired in 1982 itself. .13. Finally an argument is made on behalf of the defendants that the plaintiff anyhow cannot ask for accounts of the partnership firm from 2. 1974 when the partnership has been reconstituted in 1977 and 1980 under Exs.B-3 and B-4. A claim is also made in the written statement that ever since the commencement of the partnership in 1974, the accounts were settled and this was also accepted by all the partners. If accounts have been perused and settled on every year to which the plaintiff was also a party, the same could have been produced as evidence in support of the defendants’ claim. The defendants have not produced even a scrap of paper to show that at any time prior to 1984, the accounts were perused and settled to the satisfaction of all the partners. The plaintiff was not a party to such settlement of accounts. 14. The defendants have produced number of returns filed by the partnership firm to the Income Tax Authority wherein the amounts disbursed to the partners every year out of the profit earned has been shown. Even at the time when they submitted accounts or returns to the Income Tax Authority, the same was signed by the first defendant no doubt on behalf of the firm, but this does not mean that the partners have perused and settled the accounts. No doubt a partner is not entitled for rendition of accounts. A partner can only ask for placing the accounts for approval and it is also not the case of the plaintiff that he has not received any amount towards profit earned by the firm for all these years. Therefore, there is a meaning in the defendants producing and exhibiting Exs.C-1 to C-3 which are the returns submitted by Karuppannan Company of which the plaintiff is also a partner wherein the receipt of profit from Karuppannan Company is shown and acknowledged. The plaintiff admits that every year certain amount was paid to his share as profit but this cannot be equated with settlement of accounts. The plaintiff admits that every year certain amount was paid to his share as profit but this cannot be equated with settlement of accounts. Only the years income has been divided among the partners and at the time of settlement of accounts, accounts have to be taken in respect of whole assets of the company and especially at the stage of retirement the amount due to the partner must be settled taking into account the entire assets of the company. If the amounts have been paid every year towards the share of the plaintiff from the partnership firms account, this can be also given credit to, but there is no evidence to show that every year accounts were taken and the plaintiff has approved the same. So, mere submission of returns showing the annual income of the partnership firm to the Income Tax Authority will not absolve the defendants from producing the accounts and settling the amount due to the plaintiff. 15. It is finally contended on behalf of the defendants that since the partnership firm has been lastly reconstituted under Ex.B-4 in 1980, they are liable only to submit their accounts from that year and the plaintiff also can only ask for dissolution of this firm and not the original firm which was constituted under Ex.B-2 in 1974. The firm that was constituted, namely Karuppannan and Company never got dissolved till date and what has taken place under Exs.B-3 and B-4 is only reconstitution, admitting new members and that too only in the place of the partners who died in whose place their sons have been taken as partners. There is distinction between reconstitution and dissolution. Even in the Partnership Act reconstitution is dealt with in one Chapter and dissolution of partnership is dealt with in the following Chapter. Moreover, it has been repeatedly held in number of cases decided by the High Courts and Supreme Court that reconstitution will not amount to dissolution of partnership. 16. In Tyresoles (India), (1963) 49 I.T.R. 515 (Mad.), a Division Bench of Madras High Court has held as follows: “The dissolution and reconstitution of a partnership are two different legal concepts. The dissolution puts an end to the partnership, but reconstitution keeps it subsisting, though in another form. 16. In Tyresoles (India), (1963) 49 I.T.R. 515 (Mad.), a Division Bench of Madras High Court has held as follows: “The dissolution and reconstitution of a partnership are two different legal concepts. The dissolution puts an end to the partnership, but reconstitution keeps it subsisting, though in another form. A dissolution followed by some of the erstwhile partners taking over the assets and liabilities of the dissolved partnership and forming themselves into a partnership is not reconstitution of the original partnership. The partnership formed after the dissolution is a new partnership and not a continuation of the old partnership, for it would be a contradiction in terms to say that what ceased to exist was continued. A reconstitution of a firm of partnership necessarily implies that the firm never became extinct. What it denotes is a structural alteration of the membership of the firm, by additional or reduction of members, and an incidental redistribution of the shares of the partners.” 17. In C.I.T. v. Pigot Champan & Co. C.I.T. v. Pigot Champan & Co. C.I.T. v. Pigot Champan & Co., A.I.R. 1982 S.C. 1085, the Supreme Court has held as follows: “The principle is well settled that it is on examination of relevant documents and relevant facts and circumstances that the court has to be satisfied in each case as to whether there has been a succession or a mere change in the constitution of the partnership. It cannot be disputed that ‘dissolution’ and ‘reconstitution’ are two distinct legal concepts, for, a dissolution brings the partnership to an end while a reconstitution means the continuation of the partnership under altered circumstances but in our view in law there would be no difficulty in a dissolution of a firm being followed by the constitution of a new firm by some of the erstwhile partners who may take over the assets and liabilities of the dissolved firm.” 18. The view taken by this Court in Tyresoles (India), (1963)49 I.T.R. 515, has been approvingly quoted in Sharad Vasant Kotak v. Ramniklal Mohanlal Chawda , (1998)2 S.C.C. 171 . So what has taken place in 1977 and 1980 under Exs.B-3 and B-4 is only a reconstitution of the firm Karuppannan Company and there is no dissolution as such. The view taken by this Court in Tyresoles (India), (1963)49 I.T.R. 515, has been approvingly quoted in Sharad Vasant Kotak v. Ramniklal Mohanlal Chawda , (1998)2 S.C.C. 171 . So what has taken place in 1977 and 1980 under Exs.B-3 and B-4 is only a reconstitution of the firm Karuppannan Company and there is no dissolution as such. In fact there are recitals made in Exs.B-3 and B-4 to the effect that by induction of new members in the place of late members, the firm Karuppannan Company started under Ex.B-2 of the year 1974 is being continued. Therefore, the plaintiff can rightly ask for dissolution of partnership constituted under Ex.B-2 in the year 1974 and he is also entitled to peruse these accounts, which the partners in charge of the firm are bound to produce and this can be actually done at the time of final decree application, when a Commissioner will be appointed to go and peruse the accounts. 19. Therefore, there is no merit in the contentions of the defendants that the plaintiff has ceased to be a partner in 1982 or there has been a dissolution of the firm started under Ex.B-2 in the year 1977 or 1980. The plaintiff being a partner of Karuppannan Company constituted under Ex.B-2 which continues till date, is entitled to ask for dissolution of the firm and accounts. No doubt there is a clause in the partnership deed that a retiring partner cannot ask for dissolution and he has to be satisfied with getting a share in the profits and assets and for perusal of accounts. The plaintiff has issued a notice Ex.A-4 demanding other partners to pay him the amount standing to his credit and he has also stated that after settling his accounts, the partnership may be continued. But, the defendants have not complied with the request and therefore the plaintiff had no other option but to ask for dissolution and accounts and for what a decree was also granted by the trial court and confirmed by the first appellate court. 20. I do not find any illegality or perversity in the judgment of the courts below. I am not inclined to deviate from the reasonings and conclusions arrived at by the courts below. The appeal is lacking in merits. 21. In the result, the appeal fails and the same is dismissed with costs.