Judgment :- M/s. Lakshmi Narayana Traders, Tenali of Guntur District, a Partnership Firm (for short ‘the firm’), is appointed as a dealer of Hindustan Petroleum Corporation Limited, the 1st respondent herein, to run a petroleum outlet at Tenali.The father of the petitioner, by name Vishnu Vardhana Rao, and respondents 5 to 7 were its partners.Vishnu Vardhana 4th Rao died, on 07.08.2010.The petitioner, his mother -3rd respondent, and sister respondent, are the legal heirs. On account of the disputes among them, the petitioner is said to have filed O.S.No.284 of 2010 in the Court of V Additional District Judge, Guntur, for partition of the properties mentioned therein.The right to succeed to the partnership rights in the petroleum outlet was shownin schedule – B of the plaint. The 4th respondent filed an application before the Senior Regional Manager, Hindustan Petroleum Corporation Limited, the 2nd respondent herein, with a request to approve her inclusion as a partner in the firm,in the place of her father, stating that her mother and the brother herein have no objection for the same.The petitioner states that on coming to know the said development, he filed adetailed representation to the 2nd respondent not to act upon it and to recognise all the legal heirs of the deceased-partner.He further states that I.A.No.514 of 2011 in O.S.No.189 of 2011 was filed for interlocutory orders in this regard, and even when the same is pending, the 2nd respondent addressed a letter, dated 11.07.2011, according approval for reconstitution of the firm with respondents 4 to 7 and excluding him.The petitioner challenges the same.He contends that the Revised Policy Guidelines (for short ‘the Guidelines’), issued by the Ministry of Petroleum, adopted by the State Owned Oil Companies, mandate that whenever the partner of a firm, which is granted dealership, expires, all the legal heirs of the deceased-partner, shall be included in the firm, but the 2nd respondent has approved the reconstitution with the inclusion of only one legal heir of the deceased-partner, i.e. the 4th respondent, contrary to the Guidelines. On behalf of himself and the 1st respondent, the 2nd respondent filed a counter-affidavit.It is stated that late Vishnu Vardhana Rao, father of the petitioner and husband of the 3rd respondent, held 25% share in the dealership firm, and on his death, an application was made by the 4th respondent to recognise her as partner.The remaining partners are said to have agreed for such a course of action.It is also stated that the 3rd respondent gave an affidavit stating that she has no objection for the 4th respondent being recognised as the sole legal representative of late Vishnu Vardhana Rao.The 4th respondent is said to have represented that the petitioner herein incurred disqualification to be included as a partner, since he was convicted of an offence under Section 509 of the Indian Penal Code, in S.C.No.447 of 2001 on the file of the Principal Assistant Sessions Judge, Tenali.The 2nd respondent further states that the dealership of a petroleum retail outlet is not heritable, and even to be recognised as legal heir of a deceased partner, one must possess all the qualifications, to be appointed as a dealer.According to them, the conviction suffered by the petitioner, comes in the way of his being recognised as a legal heir of the deceased-partner. The 4th respondent filed a counter-affidavit.She contends that the petitioner, at one stage, gave no objection for her, i.e. the 4th respondent, to be recognised as the sole legal representative of the deceased-partner to be inducted as a partner, but has later on changed his mind.She pleads that the guidelines, which deal with the recognition of legal heirs of a deceased-partner, contain a clause, which is to the effect that, to be recognised as legal heir of the deceased-partner, one must possess the qualification to be appointed as a dealer, and viewed in that context, the petitioner incurred disqualification.She has given a detailed account of the disputes that are pending between them and the alleged disqualification incurred by the petitioner. Sri S.V.Ramana, learned counsel for the petitioner, submits that irrespective of the legal consequences that flow on account of the death of an existing partner in a firm, the Guidelines framed by the 1st respondent mandate that all the legal heirs of the deceased shall be added as partners.He contends that the discretion or right of the remaining partners in the firm, in the context of taking in the legal heirs of the deceased-partner into the firm, is completely guided, if not controlled by clause 2.5 of the Guidelines and that irrespective of the disinclination or unwillingness on the part of the other partners, all the legal heirs of the deceased-partner are entitled to be included as partners.He further submits that the 2nd respondent has simply accepted the version of the 4th respondent, without even verifying the relevant provisions of law and without giving an opportunity of being heard, to the petitioner. Sri K.V.Simhadri, learned Standing Counsel for the respondents1 and 2, submits that the recognition of legal heirs of late Vishnu Vardhana Rao was done, strictly in accordance with the guidelines.He contends that the remaining partners of the firm agreed for inclusion of the 4th respondent alone, as the legal heir of Vishnu Vardhana Rao and that the petitioner has incurred disqualification, on account of conviction in a criminal case.He further submits that since the dispute between the parties is pending adjudication in a civil Court, the petitioner can await the outcome of the suit instituted by him. Sri B.Adinarayana Rao, learned counsel for the 4th respondent, submits that the petitioner himself was aware that he incurred disqualification to be recognised as a legal heir of the deceased-partner, and has, in fact, gave no objection for the inclusion of the 4th respondent alone, as partner.Learned counsel contends that the remaining partners of the firm did not agree for inclusion of the petitioner as a partner, on account of his background and that the 2nd respondent has no discretion in the matter, much less he can ignore the view expressed by the partners. The only question that arises for consideration in this writ petition is, as to ‘whether the 2nd respondent was justified in issuing letter dated 11.07.2011 approving the inclusion of the 4th respondent herein as a partner of the firm’. Letter reads: “To July 11, 2011. The only question that arises for consideration in this writ petition is, as to ‘whether the 2nd respondent was justified in issuing letter dated 11.07.2011 approving the inclusion of the 4th respondent herein as a partner of the firm’. Letter reads: “To July 11, 2011. M/s. Lakshmi Narayana Traders, HPC Dealers, Prakasam Road, TENALI – 522 201, Guntur District. Dear Sir, Sub: Proposal for reconstitution of Retail Outlet Dealership,M/s. Lakshmi Narayana Traders, Tenali, Guntur Dist. *** Reference to your request for reconstitution of retail outlet dealership M/s.Lakshmi Narayana Traders, Tenali, Guntur District. We are pleased to advise you that your proposal has been approved ‘in principle’.You are hereby advised to provide the following: i) Registered Partnership Deed as approved by us to be executed between the partners. Please note that on receipt of the above, we will proceed further for signing into the Dealership Agreement as required. Thanking you, Very Truly Yours, NARASIMHA C.K. Sr. Regional Manager.” The undisputed facts are that Vishnu Vardhana Rao was one of the partners of the firm, holding 25% share; the 3rd respondent is his wife, the petitioner is the son and the 4th respondent is his daughter.Vishnu Vardhana Rao died on 07.08.2010.The legal consequences that flow, on account of the death of a partner, are governed by the terms of the partnership deed as well as the provisions of the Indian Partnership Act.Unless the contrary is agreed upon by the partners, the death would bring about dissolution of the firm. The 1st respondent, as part of its activity, appoints dealers to run petroleum outlets in different parts of the country.While in some cases, the dealers are individuals, in certain other cases, they can be firms or companies.A dealer is not only conferred with the rights to conduct trade in petroleum products, but is also under obligation to comply with the conditions and regulations.The oil company holds maximum control upon the dealers to ensure that the supply of the products is not in deviation of the norms, including those as to the quality of the product.Obviously, for that reason, the Petroleum Ministry as well as the Oil Companies have evolved guidelines to govern the situations, including those that arise, on account of the death of a partner of a firm, which is granted dealership.Clause 2 of the Guidelines for reconstitution of retail outlet dealerships issued on 09.12.2008, deals with the Reconstitution of Dealerships/Distributorships. Clause 2.5 thereof reads: “In cases of death of one of the partner(s), the partnership shall be reconstituted with the legal heir(s) of the deceased partner(s) and surviving partner(s). However, if there is no legal heir(s) or the legal heir(s) has expressed unwillingness, the dealerships/distributorship shall be reconstituted with the surviving partner(s).” It is also necessary to take note of the GeneralConditions of Reconstitution. Clause 4.1 reads: “All incoming partners should fulfil all the basic requirements for becoming a dealer/distributor on various criterion such as age, educational qualification, multiple dealership norms etc.” From a perusal of Clause 2.5, it becomes clear that irrespective of the willingness or otherwise of the other partners, all the legal heirs of a deceased-partner, are not only entitled to, but also are liable to be included as partners,in the reconstituted firm. Apart from the interests of the legal heirs of the deceased-partner, the interests of the company are also involved, in this regard. The only restriction is that the legal heir, who is proposed to be added as a partner of reconstituted firm, must fulfil the basic requirements for becoming a dealer.In other words, if a legal heir of a deceased partner has incurred any disqualification for being appointed as a dealer, he cannot be included as a partner in the firm.Therefore, Clause 2.5 is subject to the rider contained in Clause 4.1. The letter addressed by the 2nd respondent to the firm, which is extracted above, is silent as to whether the company has considered the case of all the legal heirs of the deceased partner, to be included as partners, and whether it has taken a decision to exclude the petitioner, on account of any reasons provided for, in the Guidelines.The letter indicates that it has only examined the proposal submitted to it by the partners, and has chosen to admit the 4th respondent alone, as the partner. In view of Clause 2.5 of the Guidelines, the 2nd respondent was not at all correct in simply acceding to the request of the partnersHe ought to have ensured compliance with the guidelines, irrespective of the nature of proposal that may have emanated from the surviving partners. In view of Clause 2.5 of the Guidelines, the 2nd respondent was not at all correct in simply acceding to the request of the partnersHe ought to have ensured compliance with the guidelines, irrespective of the nature of proposal that may have emanated from the surviving partners. Once the 2nd respondent came to know that one of the partners of the firm by name Vishnu Vardhana Rao died, the starting point for the nature of steps to be taken by it, was to ascertain the particulars of legal heirs of the deceased partner and to take steps to include all of them, as partners in the reconstituted firm.In case it secured any information vis-à-vis any of such legal heirs, that would entail in his or her disqualification, the first and foremost step to be taken by the 2nd respondent was to hear the legal heir, whom heproposes to exclude. The 3rd respondent may have expressed her desire to keep herself out of the firm, by filing an affidavit, and no one can take exception, for the decision of the 2nd respondent in excluding her from the firm. So far as the petitioner is concerned, the 2nd respondent did not give him an opportunity before he took a decision to exclude him from the firm.He cannot arrive at unilateral conclusions about the entitlement or otherwise of the petitioner, to be included in the firm. In case the 2nd respondent was informed by anyone that the petitioner has incurred any disqualification, he ought to have analysed the matter, from the point of view of the conditions for appointment of a dealer as well as the alleged disqualification suffered by the petitioner. Across the Bar, it is stated that an applicant for dealership must not have been convicted for an offence involving ‘moral turpitude’.The allegation against the petitioner is that he was convicted under Section 509 of the I.P.C.The question as to whether the conviction against the petitioner has become final, whether the said conviction is in relation to any offence involving ‘moral turpitude’ and whether the petitioner incurred disqualification from being appointed as a dealer, could have been examined by the 2nd respondent alone.He cannot permit any others to exercise that power. Added to that, the expression “moral turpitude” is not defined anywhere and the question as to whether an individual is convicted for an offence, involving ‘mortal turpitude’, needs to be examined from various angles, after giving opportunity to the affected person. It has already been mentioned that the 2nd respondent did not hear the petitioner at all, before he has accepted the proposal of the existing partners of the firm to include the 4th respondent alone as the legal heir of the deceased-partner.Apart from being violative of principles of natural justice, the impugned letter is opposed to the guidelines framed by the company. Hence, the writ petition is allowed and the impugned letter is set aside.It is directed that the 2nd respondent shall make an endeavour to enforce Clause 2.5 of the Guidelines, and in case any of the partners take the view that the petitioner has incurred any disqualification, it shall be for the 2nd respondent to decide that question, duly giving opportunity to the petitioner. The miscellaneous petition filed in this writ petition also stands disposed of. There shall be no order as to costs.