JUDGMENT D.S. Mathur, J. - This order governs Civil References Nos. 3 and 4 of 1958 made on the applications of the Hindustan Sugar Mills Ltd., Kheri, and the Nawabganj Sugar Mills Company Ltd., Gonda for the decision of a question of law with regard to Section 5 of the UP Sales Tax Act, 1948 [to be referred hereinafter as the Act] by this Court. The applications u/s 11 [2] of the Act were disposed of under orders dated 25-1-1956 when this Court expressed the opinion that the following question arose for consideration: Whether upon the facts and circumstances the Assessee is entitled to a rebate u/s 5 of the Act? 2. The Revising Authority was then directed to state a case and referent to this Court for the decision of the question of law. 3. We have to observe with regret that the orders of both the Sales Tax Officer and the Judge [Revisions], as contained in the statements of the two cases, are confused and do not clearly bring out the various rebates which the two applicants had claimed. In case the questions of fact were so inter-woven with the question of interpretation of Section 5 of the Act that no opinion on the question of law could be expressed without consideration of the facts of the cases it would have become necessary for us to direct the Revising Authority to furnish additional information in the statements of the cases. But the question of law arising in these cases is, in substance, a pure question of law on which we can express our opinion on mere consideration of the provisions of the Act. It is for this reason that we are expressing our opinion on the scope of Section 5 of the Act and it will be for the Revising Authority and, if necessary, other Sales Tax Authorities to take action in conformity with our judgment. For this reason it is also not necessary to reproduce in this judgment the details with regard to the rebates claimed by the two sets of the applicants. 4. For this reason it is also not necessary to reproduce in this judgment the details with regard to the rebates claimed by the two sets of the applicants. 4. Section 5 of the Act, as it stood during and at the end of the year 1948-49, runs as below: Sales of certain goods for delivery outside the province-In respect of such manufactured goods as may be notified by the Provincial Government and subject to such restrictions and conditions as may be prescribed, a rebate of one half of the tax levied on sales of such goods for delivery outside the United Provinces shall be allowed if such goods are actually so delivered. 5. The material part of the notification which the Provincial Government now called States) issued under this Section runs is below: Notification No. S.T.-186/X-925-1948 (Published in U.P. Gazette Extra-ordinary dated June 8, 1948) In exercise of the power conferred by Section 5 of the United Provinces Sales Tax Act, 1948, the Governor is hereby pleased to order that a rebate of one-half of the tax levied on sales of the following goods manufactured in the United Provinces for delivery outside the United Provinces shall be allowed if such goods are actually so delivered: (1) Sugar and 12 others. 6. Sugar is the first item covered by this notification. 7. If the notification is considered by itself, it can be contended from the side of the State that the rebate to the extent of que-half of the sales tax could be allowed only on goods "manufactured for delivery outside the United Provinces", but a notification is valid only to the extent it is permissible under the provisions of the law. Further where a notification is capable of more than one interpretation, the one which is in consonance with the provisions of the Act shall have to be adopted. In these circumstances it will be but necessary that we should disregard the haphazard drafting of the notification and confine ourselves to the wording of Section 5 of the Act and also the definition of "sale" as contained in Cl. (h) of Section 2 of the Act. 8. S. 5, as reproduced a love, clearly lays down that a rebate is permissible on sales for delivery outside the United Provinces, provided that the goods are actually so delivered. (h) of Section 2 of the Act. 8. S. 5, as reproduced a love, clearly lays down that a rebate is permissible on sales for delivery outside the United Provinces, provided that the goods are actually so delivered. The words "sales for delivery" will make it clear that the contract for delivery of goods outside United Provinces (now a part of Uttar Pradesh) must form part of the sale itself. In other words, instructions for delivery outside the United Provinces must be given before the sale is complete. If such instructions are given subsequent to the completion of the sale, such sales shall not be deemed to be for delivery outside the United Provinces and will not be subject to rebate as provided in Section 5. 9. The next question that automatically arises is when the sale of goods is complete within the meaning of the Act. 10. 'Sale' has been defined in Section 2[h] of the Act as below: Only Explanations 1 and 3 are being reproduced, as the other Explanations shall not be of any help in determination of the question in issue. It may be mentioned that certain amendments were made to the definition under the U.P. Sales Tax [Amendment] Act, 1948, but as they were given a retrospective effect with effect from the coming into force of the Principal Act, the amendments made shall be deemed to have existed from the commencement of the Act. These amendments have been incorporated in the definition for the sake of facility. The relevant portion of the definition of 'sale' thus is: 'Sale' means,... any transfer of property in goods for cash or deferred payment or other valuable consideration and includes forward contracts but does not include a mortgage, hypothecation, charge or pledge; Explanation 1-A transfer of goods on hire purchase or other instalment system of payment shall, notwithstanding the fact that the seller retains a title to any goods as security for the payment of the price, be deemed to be a sale. Explanation III-Where goods under a forward contract are not actually delivered, the sale in respect of such contract shall be deemed to have been completed on the date originally agreed upon for delivery. 11. Explanation III-Where goods under a forward contract are not actually delivered, the sale in respect of such contract shall be deemed to have been completed on the date originally agreed upon for delivery. 11. The use of the word 'any' before the words 'transfer of property' will suggest that in the eye of law transfer of any interest in goods, for cash or deferred payment or other valuable consideration, shall for the purposes of the Act amount to sale. At the time of agreement to sell there is no transfer of interest in the property; but one can by stretching the importance of the word 'any' argue with considerable force that there is a transfer of interest in goods at the time of agreement to sell, and for that reason, the agreement to sell shall also amount to sale on which sales tax can be levied. In view of a decision of the Supreme Court it is not necessary to indicate in detail why agreement to sell shall be excluded from the category of sale. In The Sales Tax Officer, Pilibhit Vs. Budh Prakash Jai Prakash, AIR 1954 SC 459 it has been laid down that Entry 48, namely, "sale of goods" authorises the imposition of a tax only when there is a completed sale involving transfer of title, and not when there is a mere agreement to sell, and that when the State Legislature is not competent to make a law with regard to agreement to sell, the provisions of the United Provinces Sales Tax Act including the definition of 'sale' beyond its competence will be ultra vires. It was further observed that the sales tax was a levy on the price of the goods and the reason of the thing required that such levy should not be made unless the stage had been reached when the seller could recover its price under the contract and it was well settled that any action for price was maintainable only when there was a sale involving the transfer of property in the goods to the purchaser. It was further held that where there was only an agreement to sell, then the remedy for the seller was to sue for damages for breach of contract and not for the price of the goods. 12. It was further held that where there was only an agreement to sell, then the remedy for the seller was to sue for damages for breach of contract and not for the price of the goods. 12. In other words, even though the Legislature has widened the scope of the term 'sale' by incorporating the definition as contained in Cl. [h] of Section 2, the courts of law shall not give such a wide meaning. Sale shall be deemed to be complete only when there has been a transfer of property in goods, that is, the seller can recover the price of goods from the purchaser, and not when the transactions are such as to amount to mere agreement to sell. 13. From the above, it will be clear that there are three stages of a transaction leading to the delivery of goods: the first is, to be more accurate may be of an agreement to sell, the second, of sale itself; and the third, of delivery. When there is only an agreement to sell i.e. there is no transfer of interest in the property and the sale is not complete, no sales tax is leviable and consequently, we can for the purposes of the Act disregard the first stage of a mere agreement to sell. What Section 5 of the Act, therefore, lays down is that the contract for delivery must take place at the time of or prior to the completion of the sale. Consequently, if before the completion of the sale instructions had been given for delivery of sugar outside the United Provinces, the manufacturers would become entitled to rebate as permissible u/s 5 of the Act and' the notification issued thereunder. But if at the time of the completion of sale no instructions for delivery had been given, the Courts of law shall have to proceed on such presumptions as can be drawn under the provisions of Section 114 of the Indian Evidence Act. If the purchasers were residents of or were carrying on business within the United Provinces, it shall have to be presumed that there was an implied contract of delivery of goods within the United Provinces. But if they resided outside the United Provinces or carried on the business outside the Province, there would be an implied contract that the goods were to be delivered outside the United Provinces. But if they resided outside the United Provinces or carried on the business outside the Province, there would be an implied contract that the goods were to be delivered outside the United Provinces. It can easily be that the business was carried on both inside and outside the United Provinces. Whether the delivery was to be made inside or outside the United Provinces shall depend upon the location of the office from where the order was placed. For example, the business may have the Head Office at Kanpur and a Branch Office at Bombay: if the Branch Office at Bombay places an order and the transaction amounts to sale, there would be an implied contract that the goods were to be delivered at Bombay outside the United Provinces. In the same manner if the Head Office of the concern was at Bombay and a Branch Office at Kanpur, an order placed by the Branch at Kanpur shall be deemed to be for delivery within the United Provinces, unless at the time of or before the completion of sale, instructions had been given for delivery outside the United Provinces. To put it differently, the contract between the parties with regard to delivery of goods, made prior to the completion of sale shall ordinarily determine whether the Mill is not entitled to rebate u/s 5 of the Act. But if there was no such contract and merely an order was placed at the time the sale of goods was complete, the circumstances shall have to be taken into consideration to determine whether the delivery was to be made within or outside the United Provinces. We have indicated above only a few instances by way of illustration, which should not be treated to be exhaustive. It shall now be for the Sales Tax Authorities to record a finding keeping the above observations in mind. Of course, if the goods were not eventually delivered outside the United Provinces no rebate would be admissible. 14. Both the references are decided accordingly. The Registrar should send a copy of this judgment to the Revising Authority, who shall thereupon pass, such orders, as may be necessary, to dispose of revisions in conformity with our judgment. 15. As the contention of the applicants has, in substance, not been accepted, it is but proper that the applicants should pay fees of the Standing Counsel which are assessed at Rs. 15. As the contention of the applicants has, in substance, not been accepted, it is but proper that the applicants should pay fees of the Standing Counsel which are assessed at Rs. 200 for each case, i.e. Rs. 400 for both.