Query on Capital Gains

Hi,

In my opinion when the retired partner is paid his capital balance plus profits accrued plus interest on capital or loan as the case may be, it will not be taxable again (As already tax is paid thereon either by firm or by partner).

But, if the retiring partner is also paid with the amount of Goodwill (which will be of course over and above the amount of capital & accrued profits), it may be taxed as Capital Gain

There is a Textile Firm having its own unit and having only two partners. Both the partners are retiring and admitting two new partners to the firm. Is there any capital gain tax attracts on transfer of Land, Building, Plant & Machinery? Whether any Deeming provision operate in such case?

Either you suggest us the another mode of transfer of this so as to avail tax benifit of the firm. 
Thanks