JUDGMENT Gulab C. Gupta, C.J.—The petitioners are the Wheat Roller Flour Mills licensees having licences under Clause 10 of the Wheat Roller Flour Mills (Licensing and Control) Order, 1957, issued under section 3 of the Essential Commodities Act, 1955 (referred to as the Act). During the year 1981-82, petitioners could not mill the entire wheat purchased by them during that year and a substantial quantity of wheat and its products remained in their stock on 1-8 1982, on which date the price of the wheat and its products were revised. The petitioners have been directed to pay the difference of price on their stock by memo dated 15-10-1982 (Annexure PH). Feeling aggrieved by the aforesaid memo, they have approached this court by filing the present writ petition under Article 226 of the Constitution challenging the legal validity thereof. 2. That the petitioners are licensed millers under the above mentioned Order and were supplied wheat by the Food Corporation of India at pre-revised rates, is not in dispute. It is also not in dispute that they could not mill the entire stock of wheat purchased by them and a substantial part of it remained in their stock on 1-8-1982, Not only the selling price of the wheat but also the selling price of its products was revised w.e.f. 1-8-1982 by a statutory order. It is also not in dispute that the respondent-Central Government is the licensing authority under the aforesaid Order. Since the wheat products are the articles of consumption of common man, the respondent-Government accepts its obligation to make the same available at a reasonable cost. It further appear that in order to ensure reasonable cost of wheat products, the respondent-Government provides a substantial subsidy to the Food Corporation of India so that the said Corporation does not suffer any financial loss in the deal. It is clear that in order to effectively achieve the aforesaid object and purpose, the respondent-Government had directed the Food Corporation of India to supply wheat to the petitioners at Rs. 155 per quintal, which had been done. It is also clear that the Government fixes a reasonable procurement price of wheat, each year so that the agriculturists producing wheat are able to get a reasonable price from their products. Admittedly, there is difference between the procurement price and the price at which the Food Corporation of India sells the wheat to the petitioners. It is also clear that the Government fixes a reasonable procurement price of wheat, each year so that the agriculturists producing wheat are able to get a reasonable price from their products. Admittedly, there is difference between the procurement price and the price at which the Food Corporation of India sells the wheat to the petitioners. Hence, it is obvious that but for the subsidy from the respondent-Central Government, supply of wheat to the petitioners and its products like Atta, Maida and Suji to common man at a reasonable price would not have been possible. 3. It is also not in dispute that the petitioners were not entitled, in law, to purchase the wheat from the open market. Their selling price was also controlled by a Price Control Order issued under the Act. It is obvious that the petitioners were not entitled to deal with the Food Corporation of India directly nor was the said Corporation entitled to treat the petitioners as its ordinary buyers in the market and sell wheat to them, Indeed, the petitioners were issued permits by the respondent-Government, which formed the basis for the Food Corporation of India to supply wheat to them. Since the selling price of wheat and also the selling price of its products are controlled by the respondent-Government by issuing orders under section 3 of the Act, the petitioners are assured only a reasonable profit in the process. Since the selling price of wheat was increased from Rs. 155 per quintal to Rs. 185 per quintal, w.e.f. 1-8-1982 and there was a corresponding increase permitted in the selling price of wheat products, the petitioners, having purchased the wheat at Rs. 155 per quintal, would make excess profit by selling its products at the revised rates. In order to avoid this undue profiteering by the petitioners, the respondents issued the impugned order and required them to pay the revised price on stock available with them. The legal validity of this order is under challenge in this writ petition. 4. The submission of the learned Counsel for the petitioners, in the main, is that the petitioners had purchased their stock from the Food Corporation of India and the said sale had become final. Thereafter, the respondent-Government has no authority or jurisdiction to require the petitioners to pay the increased price of the goods of which they themselves are the owners. The submission of the learned Counsel for the petitioners, in the main, is that the petitioners had purchased their stock from the Food Corporation of India and the said sale had become final. Thereafter, the respondent-Government has no authority or jurisdiction to require the petitioners to pay the increased price of the goods of which they themselves are the owners. Reliance has been placed on Division Bench decisions of the Patna High Court in M/s. Bokaro Roller Flour Mills Pvt. Ltd. & others v. The Union of India and others, AIR 1984 Pat 331 and unreported decision of the Allahabad High Court in The Sheo Rice Mill v. Union of India and others, (Civil Misc. W.P. No. 3404 of 1983, decided on 31-1-1985), in support of the submission aforesaid. It is further submitted that the demand made by the respondents amounts to imposition of tax without the authority of law and hence the same is illegal. The learned Counsel for the respondents, however, have denied that the supply of wheat to the petitioners by the Food Corporation of India was a sale as understood in common parlance. It is also denied that the petitioners have become the owners of the stock available with them. Referring to Clause 10 of the Wheat Roller Flour Mills (Licensing and Control) Order, 1957, it is submitted that the respondent-Government as the licensing authority is entitled to issue directions so as to avoid unjust profiteering by the petitioners. It is, therefore, submitted that the order has been issued not only in accordance with law but also in vital public interest and hence there is no justification for any challenge to the same. It is also submitted that there had been occasions when selling price of wheat and its products had been reduced and in that case the State Government has taken care to see that the manufacturers of wheat products do not suffer losses, 5. In view of the aforesaid stand of the parties, it is first necessary to ascertain as to whether the supply of wheat to the petitioners by the Food Corporation of India amounted to sale’ as understood in common parlance or defined under the Sale of Goods Act, 1930. In view of the aforesaid stand of the parties, it is first necessary to ascertain as to whether the supply of wheat to the petitioners by the Food Corporation of India amounted to sale’ as understood in common parlance or defined under the Sale of Goods Act, 1930. Section 4 of the said Act defines sale and agreement to sell and provides that a contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price and makes it clear that in its legal sense the word sale imports passing of property in goods from buyer to the seller. This meaning is considered restricted in common parlance, where the word includes the transaction itself which results in passing of the property. This distinction has been noticed by the Supreme Court in Poppatlal Shah, Partner of Messrs Indo Malayan Trading Co. v. The State of Madras, represented by the Deputy Commercial Tax Officer, Sowcarpet, Madras, AIR 1953 SC 274. In such a case the property, i. e. ownership right in goods sold passes on from the buyer to the seller and the seller acquires all rights and title of the buyer therein in the aforesaid transaction. Owners right are, therefore, the rights acquired by such sale. Under the circumstances, the necessary ingredient of a sale within the meaning of this Act is passing of the property right in the sold commodity from the buyer to the seller. The submission of the learned Counsel for the petitioners is that they having purchased the wheat at the prescribed rate and taken delivery thereof after payment of price, the property in that wheat had passed on to the petitioners and they had become absolute owners of their stock and hence the respondents have no authority or lien over the said stock. 6. The above argument, in the opinion of this court ignores important material facts. Under the present scheme, there is no agreement of sale between the Food Corporation of India and the petitioners, so as to attract application of section 4 of the Sale of Goods Act, 1930. Instead of an agreement, there is a permit issued by the respondent-Government directing the Food Corporation of India to supply wheat to the petitioners at the stated price. Instead of an agreement, there is a permit issued by the respondent-Government directing the Food Corporation of India to supply wheat to the petitioners at the stated price. Though, the said stated price has been paid and delivery effected in favour of the petitioners, it remains to be decided whether the property in the goods has also been transferred. The words property in dispute are not defined but are referable to the property rights in the goods. The property rights are the rights, which make one the owner of the goods purchased. The ownership right implies the right of the property owner to deal with the property in any manner and includes the right to transfer the same to anyone at his will. In this connection, provisions of Chapter II of the Transfer of Property Act may be usefully referred to, which deal with the mode, manner and effect of transfer of property. There should, therefore, be no difficulty in holding that as long as the petitioners do not get absolute ownership rights over the wheat purchased by them from the Food Corporation of India, the transaction between them would not be treated as sale effecting transfer of ownership right from the buyer to the seller. 7. Nothing whatsoever is stated in the petition to indicate that the petitioners had acquired absolute property right in the wheat in the transaction aforesaid. On the contrary, in the reply-affidavit, it is specifically averred that the petitioners did not get absolute right over the wheat in the process. Their right, according to the respondents, remained controlled not only by the provisions of various Acts and rules applicable to the wheat and its products but also by conditions of licence. It is also submitted that the custody of the wheat by the petitioners was really the custody as an instrumentality of the State Government for the purpose of ensuring supply of wheat products to the people at a reasonable price. The arrangement, as made under the Act and the rules made thereunder, does not permit free transfer or undue profiteering. It is the petitioners own case that they are not entitled to sell or otherwise dispose of the wheat purchased in this process It is also their case that they are bound to sell the wheat products at the specified rate, which is notified from time to time, by the authorities, in that behalf. It is the petitioners own case that they are not entitled to sell or otherwise dispose of the wheat purchased in this process It is also their case that they are bound to sell the wheat products at the specified rate, which is notified from time to time, by the authorities, in that behalf. It is? therefore, obvious that the present custody of the wheat in question is very much different than the custody of a full owner and for that reason it is not possible to accept that the transaction between the Food Corporation of India and the petitioners was a sale within the meaning of Sale of Goods Act, 1930 or Transfer of Property rights within the provisions of the Transfer of Property Act. This is so, inspite of the price paid by the petitioners and the delivery effected by the Food Corporation of India to them. 8. The decision of Patna High Court in M/s. Bokaro Roller Flour Mills case (supra), does not deal with the matter in the aforesaid context. The said court was considering the submission that the sale was not complete in view of section 25 of the Sale of Goods Act, 1930. The question whether there was a sale at all or not was not pressed for consideration. Section 25 of the Sale of Goods Act would not be applied to the facts of the present case and that was perhaps the reason why no argument, based on the aforesaid provision, was submitted for consideration of this court. Under the circumstances, the aforesaid decision would not be of any help to the petitioners. The decision of the Allahabad High Court in Sheo Rice Mills ease (supra), no doubt, takes into consideration the provisions of section 4 of the Sale of Goods Act but considers the same only in the context of statutory provisions under the Wheat Roller Flour Mills (Licensing and Control) Order, 1957. The decision of the Allahabad High Court in Sheo Rice Mills ease (supra), no doubt, takes into consideration the provisions of section 4 of the Sale of Goods Act but considers the same only in the context of statutory provisions under the Wheat Roller Flour Mills (Licensing and Control) Order, 1957. The court had, in the said, case, stated that "the question in these cases will be whether in view of these regulatory measures the supply so made or taken obviously on payment of certain fixed price which is varied from time to time by the Government and mills having no say in the same even the transaction would be sale or only allotment or a transaction falling short of sale’ as has been contended on behalf of the opposite parties", The High Court had then considered the decision of the Supreme Court in M/s. Vishnu Agencies (Pvt.) Ltd. V. Commercial Tax Officer and others, AIR 1978 SC 449, and held that the transaction between the Food Corporation of India and the petitioners amounted to sale. The court held that "after purchase at the price fixed by the State Government, which may or may not be subsidised price for which there is dispute between the parties, the roller flour mill becomes owner of the wheat so purchased by it and free to dispose off its products to anyone, may it be under certain regulations. All the ingredients of sale are thus being present, the transaction amounts to sale". The decision of the Supreme Court in M/s Vishnu Agencies case (supra), lays down that a transaction, which is effected in compliance with the obligatory terms of a statute may nevertheless be a sale in the eye of law, so long as mutual assent, express or implied is not totally excluded This was a case arising under the West Bengal Cement Control Order, which had placed limitations on the normal rights of dealers and consumers to supply and obtain cement. The court, on consideration of the said Cement Control Order, held that the obligations imposed on the parties and the penalties prescribed therein do not militate against the position that eventually, the parties must be deemed to have completed the transaction under an agreement by which one party bound itself to supply the stated quantity of goods to the other at a price not higher than the notified price and the other party consented to accept the goods on the terms and conditions mentioned in the permit or the order of allotment issued in its favour by the concerned authority. The Supreme Court has thus clearly and specifically held that in order to constitute a sale, it is necessary that there should be au agreement between the parties. According to the court, a sale is necessarily an essential transaction and if the parties had no volition or option to bargain, there can be no sale. The following passage from the judgment, being of considerable importance, is reproduced hereunder : “These limitations on the normal right of dealers and consumers to supply and obtain the goods, the obligations imposed on the parties and the penalties prescribed by the Control Order do not, in our opinion, militate against the position that eventually, the parties must be deemed to have completed the transactions under an agreement by which one party bound itself to supply the stated quantity of goods to the other at a price not higher than the notified price and the other party consented to accept the goods on the terms and conditions mentioned in the permit or the order of allotment issued in its favour by the concerned authority. Offer and acceptance need not always be in an elementary form, nor indeed does the Law of Contract or of Sale of Goods require that consent to a contract must be express. It is common place that offer and acceptance can be spelt out from the conduct of the parties which covers not only their acts but omissions as well. Indeed, on occasions, silence can be more eloquent than eloquence itself. Just as correspondence between the parties can constitute or disclose an offer an acceptance, so can their conduct- This is because, law does not require offer and acceptance to conform to any set pattern or formula. Indeed, on occasions, silence can be more eloquent than eloquence itself. Just as correspondence between the parties can constitute or disclose an offer an acceptance, so can their conduct- This is because, law does not require offer and acceptance to conform to any set pattern or formula. In order, therefore, to determine whether there was any agreement or consensuality between the parties, we must have regard to their conduct at or about the time when the goods changed hands, In the first place, it is not obligatory on a trader to deal in cement nor on any one to acquire it. The primary fact, therefore, is that the decision of the trader to deal in an essential commodity is volitional. Such volition carries with it the willingness to trade in the commodity strictly on the terms of Control Order. The consumer too, who is under no legal compulsion to acquire or possess cement, decides as a matter of his volition to obtain it on the terms of the permit or the order of allotment issued in his favour. That brings the two parties together, one of whom is willing to supply the essential commodity and the other to receive it. When the allotted presents his permit to the dealer, he signifies his willingness to obtain the commodity from the dealer on the terms stated in the permit. His conduct reflects his consent and when, upon the presentation of the permit, the dealer acts upon it, he impliedly agrees to supply the commodity to the allottee on the terms by which he has voluntarily bound himself to trade in the commodity. His conduct too reflects his consent. Thus, though both parties are bound to comply with the legal requirements governing the transaction, they agree as between themselves to enter into the transaction on statutory terms, one agreeing to supply the commodity to the other on those terms and the other agreeing to accept it from him on the very terms. It is, therefore, not correct to say that the transaction between the appellant and the allottees are not consensual. They, with their free consent, agreed to enter into the transactions." 9. It is, therefore, not correct to say that the transaction between the appellant and the allottees are not consensual. They, with their free consent, agreed to enter into the transactions." 9. There can, therefore, be no dispute that the facts of the case will have to be judged on the aforesaid legal principles It is, however, not possible to accept that the aforesaid decision of the Supreme Court lays down a law of universal application that in every case where the sale of goods is controlled by a statutory order in that behalf, the transaction would amount to sale. It is also noteworthy that in the said decision the sale by a dealer, licensed under the Act, and purchase from him by a consumer on a permit issued by the authority was under consideration. It was not a case where the supply of cement to the dealer had been made and the question requiring consideration was whether the transaction between the supplier and the dealer was a sale. In the instant case, two transactions are involved namely, supply of wheat by the Food Corporation of India to the petitioners and sale of wheat products by the petitioners to the consumers The decision of the Supreme Court dealt with the second eventuality and not the first one and, therefore, it cannot be held that the decision concludes the present controversy. Inspite of it, it is true that the Patna and Allahabad High Courts have applied the aforesaid law to a transaction between the Food Corporation of India and the Flour Mills. They have, however, not given any reason for the same nor have they considered the decision of the Supreme Court in M/s. Vishnu Agencies case (supra) in its correct perspective. Under the circumstances, this court does not find itself in agreement with the views of Patna and Allahabad High Courts and respectfully disagrees with them. 10. It is the considered view of this court that the facts of each case will have to be considered in the context of law laid down by the Supreme Court in M/s. Vishnu Agencies’s case (supra). In the instant case, the respondent-Union Government is the licensing authority. The licence issued to the petitioners is different than the licence issued to the cement dealers. In the instant case, the respondent-Union Government is the licensing authority. The licence issued to the petitioners is different than the licence issued to the cement dealers. In the instant case, the licence is not for sale but for milling and hence the petitioners are not entitled to obtain wheat from any other source except through the Government. Similarly, they are not entitled to sell the wheat as such to anyone and are bound to sell the same only to the persons specified. For the time being, the transaction, between them and the con-comers, of their products not under consideration and, therefore, the said controversy need not be brought into focus in this judgment, which concerns the transaction between the Food Corporation of India and the petitioners The Food Corporation of India is not a seller like a cement dealer under the Cement Control Order. It is an instrumentality of the State intended to serve certain objects and purposes. The purpose, in the instant case, is to make available to the common man the flour and other wheat products at a reasonable price. Under the circumstances the petitioners cannot sell their products to anyone, as per their choice, nor the quantity that they may desire to sell. It is, therefore, obvious that the choice of the petitioners in the instant case to sell their products is limited not only by the selection of buyer but also the quantity to be sold and the price to be charged, 11. It will, therefore be an appropriate case requiring consideration whether, on the application of the aforesaid principles laid down by the Supreme Court, it can be held that the goods in possession of the petitioners are their own property over which they have their full ownership rights ? Unless a decision-on this question is given in favour of the petitioners, it will not be possible to hold that there was a sale. Indeed, it is the considered view of this court that it is the decision of the aforesaid question, which is important and relevant, rather than the question that it amounts to sale. As far as the present controversy is concerned, the Food Corporation of India is not a dealer like a cement dealer. It only supplies wheat under the directions of the Government of India, and in this regard acts as an instrumentality of the State. As far as the present controversy is concerned, the Food Corporation of India is not a dealer like a cement dealer. It only supplies wheat under the directions of the Government of India, and in this regard acts as an instrumentality of the State. The Corporation cannot bargain the price or the quantity with the petitioners nor can it refuse to supply, It is bound to supply the quantity determined by the respondent-Government at the price fixed by the statutory order The element of free will or offer and acceptance or agreement is missing on the part of the Corporation As regards the petitioners fr 12. In view of the aforesaid, the moot question requiring decision of this court is whether the respondents are entitled in law to apply revised price of wheat to the stock thereof available with the petitioners. There can be no doubt that if the petitioners are the owners and the respondent-Government has no right or authority over the same, the demand of the respondents would be illegal, Having given our anxious consideration to the facts and circumstances of the case, we are of the opinion, that the demand is neither illegal nor unjustified. In the present scheme of distribution of wheat products at a reasonable price, among the common men, the petitioners, in our opinion, act only as an agency of the State and thus remain, for ail purposes, under their supervision and control- The licensing of the mills, supply of wheat through another Government agency at a price sufficient to enable the petitioners to make only a reasonable profit, control of price and the distribution of the products are important parts of the scheme, which has to be considered as a whole. The scheme is a welfare measure intended to benefit the common man. There is no controversy between the parties that the price at which the wheat has been supplied to the petitioners is a subsidised price. This would sufficiently indicate the important public cause and welfare underlying the scheme. In such a scheme, all participants must be treated as agency entrusted and charged with the responsibility of giving effect to it. There is no controversy between the parties that the price at which the wheat has been supplied to the petitioners is a subsidised price. This would sufficiently indicate the important public cause and welfare underlying the scheme. In such a scheme, all participants must be treated as agency entrusted and charged with the responsibility of giving effect to it. There should, therefore, he no scope for either earning undue profits or making a fortune by an accidental act like increase in the price, particularly, when the said act has also a common purpose, that is, to ensure a fair return to agriculturist producing wheat In such a situation, it would be difficult to hold that the petitioners had become the owners of the wheat in their possession and the respondent-State has ceased to have any authority or jurisdiction over the same. The instant increase in the price of wheat, no doubt, affects the past transaction between the petitioners and the Food Corporation of India but the same cannot be treated to be unreasonable and as violative of Article 14 of the Constitution of India, as it applies only to the available stock and not to the total quantity purchased in the past. Then the increase is compensated by a corresponding increase in the price of the wheat products and, therefore, the margin of profit, which the petitioners have been assured remains the same. Giving limited retrospective effect to the revision of price avoids undue profit by the petitioners There is, therefore, nothing arbitrary or unjust about it and hence the question of violation of Article 14 of the Constitution of India would not arise, 13. It was also stated at the Bar that whatever be the fate of the petition, the consumers of wheat products have already paid the higher price and the only question remaining for decision is whether the said higher price should be pocketed by the petitioners or be deposited in the Government treasury, As far as the petitioners are concerned, their effort is to earn little more than the assured profit None has compelled them to obtain licence or wheat and there by be subjected to so many controls. They had voluntarily accepted the said arrangement. The said arrangement ensures a particular profit, which is available to them even after they have complied with the impugned order. They had voluntarily accepted the said arrangement. The said arrangement ensures a particular profit, which is available to them even after they have complied with the impugned order. Under the circumstances, there is no justification whatsoever for them to demand more than their due profit. Considered from this angle, this court finds no justification in petitioners claiming the amount for themselves. As regards the respondent-Government, they are admittedly subsidising the sale and hence the amount, if deposited in the treasury would only reduce their burden in this behalf. In such a situation, it would not be a case of earning undue profits. There is, therefore, nothing offensive in requiring the petitioners to deposit the amount in the Government treasury., The argument that it is a tax, does not deserve any serious consideration, because the petitioners are not required to pay anything from their pocket. 14. In view of the discussion aforesaid, this court finds no substance in the writ petition. It fails and is dismissed but without any order as to costs. Interim order in petitioners favour was granted by this court on their furnishing security. The respondents are not entitled to encash the security. In case, the security is not encashable, the petitioners will pay the demanded amount within six weeks from the date of this order. Writ petition dismissed.