JUDGMENT The judgment of the Court was delivered by V. A. MOHTA, J.- These five references arise out of the common order passed by the Tribunal between the same parties and against the similar factual background and hence they are disposed of by this common judgment. 2. The following question has been referred for determination by this Court at the instance of the Commissioner of Sales Tax under section 23(1) of the Central Provinces and Berar Sales Tax Act, 1947 and section 61 of the Bombay Sales Tax Act, 1959. "Whether, on the facts and in the circumstances of the case, the Tribunal was correct in law in coming to the conclusion that the transactions entered into by the respondent with their customers were not sales of motor vehicles, but were merely financing transactions ?" 3. The respondent, M/s. Pashupati Trading Company, Nagpur ("the dealer") carried on inter alia, business of financing prospective buyers of motor vehicles distributed by M/s. National Garage, Nagpur ("the distributor"). These buyers (whom we will refer as "customers") select a vehicle and settle the price with the distributor. The customers approach the dealer for finance and give a proposal indicating their need. If the proposal is accepted by the dealer, an agreement styled as hire-purchase agreement is entered into and a promissory note is executed by the customer in favour of the dealer. In the agreement the dealer is described as the owner of the vehicle and the customer as the hirer. After this is done, the distributor is informed. The dealer pays the full price of the vehicle to the distributor, who prepares an invoice in the name of the dealer showing the customer as the hirer. The vehicle is delivered to the customer at the instance of the dealer. The main features of the agreement are that the dealer continues to be the owner of the vehicle till the repayment of the whole money is made and the option to purchase given to the customer is exercised by him. If the terms of the agreement are not complied with, the dealer can terminate the contract and take back possession of the vehicle. The agreement casts an obligation to register the vehicle with the R.T.A. in the name of the customer and to mention the hire-purchase agreement. Agreement permits the dealer to insure the vehicle at the cost of the customer. 4. The agreement casts an obligation to register the vehicle with the R.T.A. in the name of the customer and to mention the hire-purchase agreement. Agreement permits the dealer to insure the vehicle at the cost of the customer. 4. The customers repaid the loan and upon payment of last instalment exercised the option to purchase. For the periods between October 1, 1959 and December 31, 1961, the turnover of the transactions was subjected to sales tax in various assessments of the dealer by the Sales Tax Officer as well as the Assistant Commissioner in appeal overruling the objection of the dealer that these transactions with the customers were merely Financial in nature and not sales. However, the Tribunal in revisions on the basis of the ratio of the case of Sundaram Finance Ltd. v. State of Kerala [1966] 17 STC 489 (SC), accepted the contention of the dealer and held that the transactions did not amount to sale. On the application of the Commissioner of Sales Tax, the Tribunal made the five references by a common order. 5. Now, hire-purchase agreement is a modern phenomenon in the commercial world. Consumer articles multiplied and their demands increased. People wanted to have articles, but did not have sufficient finance. The clear object of entering into such transactions is to have the article with the help of the financier. But not the object but the method employed in obtaining the finance will determine the true character of the transaction. Undoubtedly substance and not form is the deciding factor. But how does one find out the substance of a transaction in a commercial world where persons know the ways of the world. If transaction is reduced into writing in all material details, substance has to be ultimately found in the description and the various terms in the agreement which necessarily have mutual bearing upon each other. After all, finance can be obtained by various ways including execution of hypothecation bond. In this background the terms agreed upon with open eyes would normally be the deciding factor specially when no fraud, undue influence or camouflage exists. 6. After all, finance can be obtained by various ways including execution of hypothecation bond. In this background the terms agreed upon with open eyes would normally be the deciding factor specially when no fraud, undue influence or camouflage exists. 6. Judging in this light, for entertain no doubt that at the time of execution of the agreement the property in the vehicle had passed to the dealer and upon exercise of option by the customer to purchase the said vehicle in terms of the agreement from the dealer the property passed to the customer, which constituted sale. The circumstances that (i) the promissory note was executed and (ii) the customer in fact got his name recorded as owner with the R.T.A. but after mentioning the hire-purchase agreement do not affect the question. Form E prescribed under section 24(1) of the Motor Vehicles Act, 1939, for application of registration clearly contains a note relating to the nature of agreement. In our view the point involved is concluded by a decision of the Supreme Court in the case of Johar and Co. v. Deputy Commercial Tax Officer [1965] 16 STC 213 (SC), where very similar if not identical transaction is held to be that of sale. The only difference pointed out to us between that case and the instant case is that there hirer was not mentioned in the invoice, the hirer was prohibited from representing as owner and the token sum of Re. 1 payable at the time of exercise of option was payable at the end and not in the beginning. In our view these differences are inconsequential in the whole background and do not affect the ratio of that decision. We may incidentally mention that the Supreme Court has held in that case that even mentioning of the-customer as the owner with the R.T.A. was not decisive of the matter. 7. Decision in Sundaram Finance Ltd. [1966] 17 STC 489 (SC), was rendered against altogether different back-drop. There the customer purchased the car directly from the distributor and then applied to financier for loan against security of the car and obtained the loan. Thus there was no transaction of sale between the financier and the owner of the car. 7. Decision in Sundaram Finance Ltd. [1966] 17 STC 489 (SC), was rendered against altogether different back-drop. There the customer purchased the car directly from the distributor and then applied to financier for loan against security of the car and obtained the loan. Thus there was no transaction of sale between the financier and the owner of the car. The customer requested the financier in writing to pay the balance to the owner of the car and executed promissory note not for the full value of the car (as was done in the case at hand), but for the amount actually advanced by the financier. Under that agreement the vehicle was to be registered in the name of the customer and the financier was not entitled to insure the vehicle. Above all there was no usual term of exercise of option to purchase which is considered to be the principal distinguishing feature between a hire-purchase agreement and a mere financing arrangement. 8. Is there any conflict of views between Johar & Co. [1965] 16 STC 213 (SC) and Sundaram Finance Ltd. [1966] 17 STC 489 (SC) ? We do not think so. Both decisions are rendered in different backgrounds. But even if there is any, it is the former decision which is binding on us since it is unanimously rendered by a five Judges Bench and the latter by a majority of two Judges in a three Judges Bench. 9. Our attention was also invited on behalf of the dealer to the case of State of Kerala v. Modern Plastic Industries [1984] 57 STC 64 (Ker), in which on the basis of the ratio laid down in Sundaram Finance Ltd. [1966] 17 STC 489 (SC), the transaction mentioned below was held to be a mere financial assistance and not a sale. M/s. Modern Plastic Industries started business of manufacturing and sale of plastic products. In order to promote such industries the State of Kerala advanced loan on a hire-purchase agreement for purchase of machinery without an intention of appropriating the machine to itself and selling it. The price of machine was Rs. 1,42,982 out of which the State Government advanced the finance of Rs. 1,00,000. M/s. Modern Plastic Industries purchased the machinery directly from the manufacturer who prepared the invoice in the name of the said industries. The price of machine was Rs. 1,42,982 out of which the State Government advanced the finance of Rs. 1,00,000. M/s. Modern Plastic Industries purchased the machinery directly from the manufacturer who prepared the invoice in the name of the said industries. Under the agreement the State Government could take into possession the machinery in case there was a default on the part of the industries. There can be no manner of doubt that to that case the ratio of Sundaram Finance Ltd. [1966] 17 STC 489 (SC), would apply. We are unable to see how the basic facts and the terms of the hire-purchase agreement in that case and the cases at hands are in any way similar. 10. Under the circumstances, the question is answered in the negative. No order as to costs. Reference answered in the negative.