O. P. GARG, J. The moot point for consideration in the present writ petition is whether market fee under the charging clause- contained in the Latter Pradesh 1 Adhiniyam, 1964 ( livable on the Section 17 (iii) (b) of jishi Utpadan Mandi or short the Act) is ecified agricultural produce even though it was not produced, introduced, transported in and This controversy h; drop of the following 2. The petition partnership firm hi fice at Mr. Navy which primarily car port of rice. The me the petitioner to ex closed in the petite quirement of importicuiar quality of finds out the availab of rice in the neighb hya Pradesh, Punjab where the required dispatched to the pi Kandla or Delhionr ascertaining the and able price, the rate duced moved or on the market area, cot not up in the back-profile of the facts. The me the petitioner to ex closed in the petite quirement of importicuiar quality of finds out the availab of rice in the neighb hya Pradesh, Punjab where the required dispatched to the pi Kandla or Delhionr ascertaining the and able price, the rate duced moved or on the market area, cot not up in the back-profile of the facts. M/s. Metal Craft is a its registered of-Market, Ghaziabad on business of ex-hodology adopted by ort the rice is, as, that on enquiry/ reing country for a par-, the petitioner-Firm lily of the said quality States of Mad- b and Haryana from uality of rice could be, namely, Mumbai, asonable price; after lability on the accept- are quoted to the importing country and after negotiations the deal becomes final that the orders Millers outside the It is only thereafter placed to the Rice date of Uttar Pradesh for sending consignments to the aforesaid ports of lading; the Rice Millers on receipt advice from he petitioner-Firm, despatch the required quantity of specified quality to the clean agents of the petition receipt of the good warding agents of t storing the goods warehouses for the and when the const the deal/invoice real the Customs Depar the required formal the shipping bill and forwarding at the ports and on the clearing and for-e petitioner keep on in the nominated particular shipment in lull as per h the concerned port, completes too and issues copy of E. P. Certificate, then only the goods are ready for loading into the ship ; when the are loaded into the ship, a bill-of-lading is prepared and signed by the master of the ship in the capacity of carrier ; acknowledging the receipt of goods ; an 1 when the goods are laden in the ship, and a bill-of-lading is given to clearing and forwarding agents of the petitioner-firm, the property in the goods is transferred to the ship and on receipt of bill-of-lading by buyer country though he petitioners bankers, the goods are retired. 3. According to the petitioner-firm, sale is effected at the port only when the goods are laden in the ship and the bill-of-lading is handed over to the petitioners clearing and forwarding agents and, there fore, the place of sale is port of loading and not Ghaziabad where the petitioner-firm its registered office only. 3. According to the petitioner-firm, sale is effected at the port only when the goods are laden in the ship and the bill-of-lading is handed over to the petitioners clearing and forwarding agents and, there fore, the place of sale is port of loading and not Ghaziabad where the petitioner-firm its registered office only. It is pleaded that the petitioner-firm has never made any business transaction of purchase or sale of rice notified as agriculture produce within the state of Ultar Pradesh during the year 1995-96 1996-97 and thereafter. On 12-10-1997 the Krishi Utpadan Mandi Samiti, Ghaziabad, through its Secretary- Respondent No. 2 sprang a surprise by sending an order (Annexure 3 to the peti tion) to the petitioner- firm whereby the Respondent No. 2 imposed the market fee at the rate of 2 per cent amounting to Rs. 12,94,860 on the total amount of Rs. 6,47,42,994 towards price of rice exported by it. The petitioner submitted a reply dated 28-10-1997 (annexure 4 to the peti tion) refuting the liability to pay the market fee as the petitioner-firm had never made by business nor transaction of sale and purchase of rice had taken place within the State of Uttar Pradesh. The, reply filed by the petitioner-firm did not find favour with the Respondent No. 2, instead it initiated recovery proceedings and citation dated 6-12-1997 (Annexure 6 to the petition) was issued. The said recovery certificate was challenged by the petitioner before this Court by filing a Writ Petition No. 43329 of 1997 which was disposed of on 17-12-1997 (vide Annexure 6 to the petition) with the direction to the Respondent No. 2 to decide the repre sentation/objection filed by the petitioner within a period of one month and that the recovery proceedings shall remain in abeyance for a period of six weeks. Ul timately, on 25-1-1998, the impugned order (Annexure 13 to the petition) was passed by Respondent No. 2 whereby the earlier order dated 12-10-1997 (annexure 3 to the petition) was upheld. Against the said order the petitioner filed a Revision Application No. 1 of 1998 before the Director of Mandi Parishad. The Joint Director (Administration) exercising the powers of the Director dismissed the Revision Application on 9-3-1998 (Annexure 14 to the petition ). Against the said order the petitioner filed a Revision Application No. 1 of 1998 before the Director of Mandi Parishad. The Joint Director (Administration) exercising the powers of the Director dismissed the Revision Application on 9-3-1998 (Annexure 14 to the petition ). The petitioners have challenged the order dated 12-10-1997 (Annexure 3) and 25-1-1998 (Annexure 13) and have prayed that the" aforesaid orders as well as the recovery certificate/citation dated 6-12-1997 be quashed, taking the grounds that the en tire quantity of rice exported by the petitioner was purchased from the Rice Millers in Punjab, Haryana and Madhya Pradesh and that it is directly exported outside India through the petitioners clearing the forwarding agents on ports of loading, namely, Delhi, Mumbai and Kandla ; that no transaction of purchase, sale or export was ever done from any place within the limits of Mandi Samiti, Ghaziabad or anywhere in the State of U. P. and rice was never purchased, brought or sold in the State of U. P. and since in the instant case no sale, purchase, storage or. transportation of rice had taken place in any part of State of Uttar Pradesh, levy and collection of the market fee from the petitioner-firm is illegal and unjustified. 4. A counter-affidavit has been filed on behalf of Respondent Nos. 1 and 2. It is stated that the petitioner purchased rice within the market area of Ghaziabad and since the petitioner firm is the licensee of Mandi Samiti, Ghaziabad, it is liable to pay the market fee It is maintained that the transaction of sale and purchase of the rice though meant for export to a foreign country took place within the market area of Ghaziabad and, therefore, the petitioner is liable to pay market fee. Ac cording to the respondents, the petitioner is engaged in sale and purchase of fine rice which is subsequently exported outside the market area and even if it may be assumed that rice is purchased from Mad hya Pradesh, Punjab and Haryana it is brought within the market area of Ghaziabad where the sale is finalized, money is received and thereafter it is ex ported to export-houses in Delhi and other places. These facts, it is alleged con stitute sale. These facts, it is alleged con stitute sale. It is further alleged that the export dealers purchase the rice from within the market area and then consign ment is booked from Ghaziabad to the destination of export. It is mentioned that the transaction of sale and purchase, in any case, takes place at Ghaziabad and, there- fore, the petitioner cannot evade the pay ment of market fee. A rejoinder-affidavit has been filed by the petitioner repelling the contentions of the respondent and it is reiterated that the rice purchased from the outside States was never brought to Ghaziabad market area nor transported from there to the ports from where the rice purchased from other States had been ex ported. 5. Heard S/sri Ashok Kumar and J. P. Pandey, learned Counsel for the petitioner firm, Sri B. D. Mandhyan, learned Counsel for the Respondent Nos. 1 and 2 as well as learned standing Counsel on behalf of the Respondent Nos. 3 and 4. 6. At the outset, it would be proper to put in plain terms the woodcut profile of the admitted facts by removing the cob webs which have clouded the true facts. In paragraph 6 of the counter-affidavit it has been asserted: ". . . . . . . . . . Assuming without admitting even if rice is purchased in Madhya Pradesh, Punjab and Haryana and thereafter it is brought within the market area of Ghaziabad and there sale is finalized, money is received, and thereafter it is exported to Export houses in Delhi and other places that constitute sale. . . . The rice export dealer purchase the rice within the market area and then consignment is booked from Ghaziabad to the destination of export other wise what is the logic for bringing the goods from Punjab, Madhya Pradesh and Haryana and then exporting the rice to Delhi and other places as that will entail despatch charges which will make it uncompetitive in the market. " In reply to contents of para 11 of the writ petition, it has been asserted in para graph 12 of the counter-affidavit that:". . . . . . Mandi Samiti rightly held that the sale took place within the market area of Ghaziabad. Besides actual sale, there was also deeming sale there. Therefore, the petitioner has rightly been, assessed and asked to deposit the amount of market fee. " 7. . . . . . Mandi Samiti rightly held that the sale took place within the market area of Ghaziabad. Besides actual sale, there was also deeming sale there. Therefore, the petitioner has rightly been, assessed and asked to deposit the amount of market fee. " 7. From the above averments made in the counter-affidavit there is an echo of the fact that the rice exported by the petitioner to a foreign country after pur chasing the same from the State of Punjab, Haryana and Madhya Pradesh is brought to Ghaziabad from where it is despatched for shipment from Mumbai, Kandla ports. Since the fine quality-rice is available in the market area of Ghaziabad, there is no occasion for the petitioner to purchase the same in the State of] Punjab, Haryana and Madhya Pradesh. A plea that there has taken place as deerred sale in the market area of Ghaziabad is also reflected from the various averments made in the counter-affidavit. I am constrained to ob serve that the various allegations made in the counter-affidavit are unsavoury in na ture and nebulous in character. In view of the impugned orders passed by Respon dent Nos. 1 and 2 and the true facts as have been ascertained, J5ri B. D. Mandhyan, learned Counsel for the Respondent Nos. 1 and 2, has been frank enough to con ceded that the petitioner-firm has not pur chased any rice for export from the market area (Mandi) of Ghaziabad nor it was despatched from there. Now it is common case that on recent of the orders at Ghaziabad from foreign countries, par ticularly South Africa, the required quan tity and quality of rice was purchased by the petitioner from Punjab, Haryana and Madhya Pradesh and got it transported direct by to the ports for export. The parties are unanimous on the point that at no point of time the rice which was exported outside the country had found an entry within the market are of Ghaziabad. The rice purchased by the petitioners from Pun jab, Haryana and Pradesh was transported directly to the ports from where it was shipped to the foreign countries. Delhi is one of the pry ports. It is an in dubitable facts that no| sale had taken place in the market area of Ghaziabad. 8, Sri B. D. Mandhyan, learned Coun sel for the Respondent Nos. Delhi is one of the pry ports. It is an in dubitable facts that no| sale had taken place in the market area of Ghaziabad. 8, Sri B. D. Mandhyan, learned Coun sel for the Respondent Nos. 1 and 2 urged that it would be immaterial whether specified agricultural produce exported outside the country was actually brought or passed through or despatched from the market area of. According to him, if there has taken place a transaction of sale and purchas of rice, which un doubtedly is one of the specified agricul tural produce, with the market area of Ghaziabad, the petitioner would be liable to para 1 the market fee under the provisions of Section 17 (iii) (b)4f the Act. 9. For the sake of clarity and ready reference, it would b0 proper to quote the charging Section which runs as follows: "17. Powers of the Committee.-A com mittee shall, for the purposes of this Act, have the power to- (i ). . . (iii) levy and collect: (a ). . . (b) market fee, which shall be pay able to transaction of sale of specified agricultural produce in the market area at such rates, being not less than one percentum and not more than two percentum of price of the agricultural produce so sold, as the State Government may specify by notification, and as such fee shall be realised in the following manner- (1) If the produce is sold through a com mission agent, the commission agent may realise the market fee from the purchaser and shall be liable to pay to pay the same to the committee; (2) If the produce is purchased directly by a trader from a producer the trader shall be liable to pay the market fee to the Committee; (3) If the produce is purchased by a trader from another trader, the trader selling the produce may realise it from the purchaser and shall be liable to pay the market fee to the committee; and (4) In any other case of sale of such produce, the purchaser shall be liable to pay the market fee to the committee; Provided that no market fee shall be levied or collected on the retail sale of any specified agricultural produce where such sale is made to the consumer for his domestic consumption only. (iii-a ). . . (iv ). . . (v ). . . (iii-a ). . . (iv ). . . (v ). . . (vi ). . . (vii ). . . (viii ). . . Explanation.-For the purpose of clause (iii), unless the contrary is proved, any specified agricultural produce taken out or proposed to be taken out of a market area by or on behalf of licensed trader shall be presumed to have been sold within such area and in such case, the price of such produce presumed to be sold shall be deemed to be such reasonable price as may be ascertained in the manner prescribed. " 10. Section 17 (iii) (b) of the Act would indicate that a committee is vested with the power to levy and collect market fee on transaction of sale of specified agricultural produce in the market area on such rates as the state Government may specify by notification and that such fee is liable to be realised from the commission agent if the produce is sold through the commission agent. According to the ex planation appended to Section 17 any specified agricultural produce taken out or proposed to be taken out of a market area, by or on behalf of a licensed trader, is presumed to have been sold within such area. The presumption is, however, rc-buttable. 11. The provision of deeming clause contained in explanation to Section 17 (iii) (b) of the Act came to be considered by this Court in the case of Mis. Shyamsnn-dar Baldeo Raj v. Director, Rajya Krishi Utpadan Mandi Parishad, U. P. and others, 1998 All LJ 978, in which it was observed that the statutory presumption under the explanation pertains to question of fact. The question whether the presumption has or has not been rebutted, depends on the facts and circumstances of each case, and if the authorities under the Act have, on a proper self- direction to the facts and circumstances of the case, carried at the conclusion that the statutory presumption has not been rebutted, High Court in exer cise of its certiorari jurisdiction, would not interfere with the view taken by the statutory authorities except where the statutory authority is found to have acted arbitrarily and unreasonably. It is well set tled that judicial review under Article 226 of the Constitution cannot be converted into an appeal in that it is directed not against the decisions rendered by the statutory, but has to be confined to the examination of the decision making process. 12. In the instant case, reference to the Explanation and the various prece dents with regard to the interpretation of the "deeming clause" in otiose for the decision of the present writ petition, for one simple reason that the provisions of Explanation are not attracted in the in stant case as has been clarified above. It is not the case of either of the parties that rice purchased from the market in the State of Punjab, Haryana and Madhya Pradesh was ever brought in, introduced or transported from the market area of Ghaziabad. On the other hand, it is ad mitted position that the rice which was purchased in the above three States was directly transported to the concerned ports for shipment to a foreign country and it was never brought in the market area of Ghaziabad. 13. Having cleared the decks from the various confusions, subterfuges and mists, the moot question for determination bills down to this: "whether the consignments of rice which were never brought or transported from the "market Area" of Ghaziabad hut were pur chased from Punjab. Madhya Pradesh and Haryana and directly exported to a foreign country through the concerned ports of Horn-bay, Kandhia and Delhi (Dry Port) are subject to levy of market fee on the ground that the "transaction of sale of the said rice is alleged 10 have taken place in the "market Area of where the petitioner has his estab lishment/officer?" 14. It is common case of the parties that rice is the specified agricultural produce and is subject to market fee under the provisions of Section 17 (iii) (b) of the Act. The thrust of the submission of the learned Counsel for the petitioner is that since the specified agricultural produce never entered the limits of the Mandi Samiti of Ghaziabad and had, been transported on the orders placed by the petitioner from Punjab, Haryana and Madhya Pradesh directly to the lading ports for shipment to South Africa, the question of levy of market fee did not arise merely because of office of the petitioner is located in the market area in Ghaziabad. In support of this contention, the learned Counsel for the petitioner placed reliance on the observations made on point No. 18 in paragraph 29 by the apex Court in the case of Ram Chandra Kailash Kumar and Company and others v. State of U. P. and another, 1980 Supp Supreme Court Cases 27. In the aforesaid decision, the apex Court made an endeavour to formulate the various points of law and to decide them as far as practicable so that in future the business of market committee may be conducted in the light of the said judgment leaving no scope for As many as 24 point Point No. 18 runs as for goods are brought indespatched outside it without the- taking place any transaction of purch necessary. 15. The answer to this point has been given in paragraph 29 at page 49. For the sake of clarity, it is extracted as below: "29. This point urged on behalf of the appellants is well founded as correct. On the very was must be accepted dings of clause (b) of payable on tran Section 17 (iii) market fee of sale of specified agricultural produce in the market area and if n D transaction of sale takes place in a particular market area no fee can be charged by the market area. If goods are merely b area and are despatched transaction of sale taking place therein, then no If the bringing of the market fee can be charged goods in a particular mi despatch there from are a of purchase and sale committee of that rought in any market side it without any area and their a result of transac-taking place outside me market area, it is plain that no fee can be levied. " 16. It was also urged that for levying the market fee, it was necessary that there should be a physical en by of the specified agricultural produce and if it has never entered or passed through the market area, and it sale has not been effected in the market in that even no number of decisions of sales-tax-were cited a case in which no sale can be said to have taken place in the Ghaziabad. To fortify number of assessment fee is leviable. To fortify number of assessment fee is leviable. A turning to the law indicate that it is market area of his submission a passed by the Sales Tax Authorities in the case of the petitioner have been brought on record to indicate that no sales-tax was found char geable on the transaction is of export of rice by the petitioner to the - States. 17. Sri B. D. Mandhyan, learned Counsel for the respondents advanced full throated arguments to repel the various submissions of the petitioners. It was urged that the provisions of Section 17 (iii) (b) of the Act are fear, unambiguous and admit of no doubt that the market fee is payable not only on actual sale but also agricultural produces in the market area. According to Sri Mandhyan it was not necessary that the specified agricultural produce should be physically present in the market area. He has also relied upon the decision in the case of Ram Chandra Kailash Kumars case (supra ). Emphatic reliance was placed on point No. 9 formu lated by the Apex Court in the said decision which runs as follows : "18. No market fee could be levied on goods not produced within the limits of a particular market area and if produced outside and brought in such area. . . . . "answer to which is to be found in paragraph 19 at page 45 of the decision. The answer may profitably be quoted as below : "19. We have already alluded to this aspect of the matter earlier in out judgment and taken the view that market fee could be levied on transactions of goods not produced within the limits of a particular market area by the market committee of that area even though the goods are produced outside the State of Uttar Pradesh or outside the market area of that particular market committee provided the transactions take place within the limits of that market area. On the other hand we hind no provision in the Act or the Rules to limit the operation of the law in a particular market area only in respect of the agricultural produce produced in that area. " 18. Sri B. D. Mandhyaji urged that the expression transaction or sale and sale are riot synonymous. On the other hand we hind no provision in the Act or the Rules to limit the operation of the law in a particular market area only in respect of the agricultural produce produced in that area. " 18. Sri B. D. Mandhyaji urged that the expression transaction or sale and sale are riot synonymous. His contention is that under the Act, market fee is levied on transactions of sale and not on sale only. He had pointed out that under the UP. Sales Tax Act, tax is imposed on sales and. that the said Act does not use the term transactions of sales. The emphasis of the learned Counsel was that the Mandi Samiti levies market fee on transactions of sale while under the U. P. Sales Tax Act, the tax is imposed on sales as such. He has also relied on the fact that in the original Hindi text of Section 17 of the Act, the language in which the law is made. The correspond ing words in Section 17 (iii) (b) were-the transactions of sale of specified conten tion is that it makes out the distinction between levy or market fee on transactions of sale or purchase of goods and the imposition of tax on actual sale which took place only when the property in goods was transferred. He has further argued that the sale-tax could be imposed upon the goods when goods are transferred by seller to buyer but the market fee becomes livable as soon as the transaction W5t" takes place in the specified market area irrespective of whether delivery of goods or price is made immediately or is postponed. It is also claimed that the use of term transaction of sale in plural in Section 17 (iii) (b) in compendious sense has been made in the Act to include the events of: (i) agreement of sale or purchase, or (ii) event of delivery of goods under the said agreement, or (iii) payment of price whether the price is paid ai the time of transaction or is postponed to be paid subsequently after delivery. , 19. A reference was also made to the provisions of Sections 4 and 5 of the Sales of Goods Act, 1930 which are quoted below : 4. , 19. A reference was also made to the provisions of Sections 4 and 5 of the Sales of Goods Act, 1930 which are quoted below : 4. Sale and agreement to sell- (1) A con tract 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. There may be a contract of sale between one part-owner and another. (2) A contract of sale may be absolute or conditional. (3) Where under a contract of sale the property in the goods is transferred from the seller 10 the buyer, the contract is called a sale, but where the transfer of the property in the goods is to take place at a future time or subject to some condition thereafter to be fulfilled, the contract is called an agreement to sell. (4) An agreement to sell becomes a sale when the time elapses or the conditions are fulfilled subject to which the property in the goods is to be transferred. 5. Contract of sale how made- (1) A con tract of sale is made by an offer to buy or sell goods for a price and the acceptance of such offer. The contract may provide for the immedi ate delivery of the goods or immediate payment of the price or both, or for the delivery or pay ment by installments, or that the delivery or pay ment or both shall be postponed. (2) Subject to the provisions of any law for the time being in force, a contract of sale may be made in writing or by word of mouth for partly in writing and partly by word of mouth or may be implied from the conduct of the parties. " 20. The provisions of Section 32 of the Sales of Goods Act, 1930 were also referred to. They are reproduced as below: "32. Payment and delivery are concurrent conditions-Unless otherwise agreed, delivery of the goods and payment of the price are con current conditions, that is to say, the seller shall be ready, and willing to give possession of the goods to the buyer in exchange for the price and the buyer shall be ready and willing to pay the price in exchange for possession of the goods. " 21. " 21. In nutshell the contention of the learned Counsel for the Mandi Samiti comes to this: that the market fee becomes due as soon as the agreement to sell takes place whether or not the sale took place at the time which has the twin elements of delivery of possession of the property to the purchaser and the payment of the price by the purchaser to the seller. 22. There may be a case where the agreement, the delivery of the goods and the payment there for, take place simul taneously. In the case there is no problem because the transaction of sale is complete and the sale is also complete. The problem arises only in those cases in which the delivery of goods and the payment of con sideration, both or one of two, is postponed for a future date. One further element of sale is the passing of the property in the goods. 23. In State of Madras v. Gannon Dunkerley and Co. (Madras) Ltd. , 1955 Sales Tax Cases (Vol. IX) 353, the apex Court observed thus: "in order to constitute a sale it is necessary that there should be an agreement between the parties for the purpose of transferring title to goods, which presupposes capacity to contract, that it must be supported by money considera tion, and that as a result of the transaction property must actually pass in the goods. Unless all these elements are present, there can be no sale. . . . . . " "and if under the contract of sale, title to the goods has not passed, then there is an agree ment to sell and not a completed sale. . . . . " 24. In the case of Installment Supply Ltd. v. S. T. O. Ahmedabad-I and others, (1974) 4 SCC 739 , following observations of the apex Court are pertinent the essence of sale is the transfer of the property the a thing from join person to another for a price. The term contract of sale includes an agreement to sell. All agreement to sell is known as an executory contract of sale, while a sale is known as an executed contract of sale. The term contract of sidle thus includes both actual sales and agreement for sale. It is impor tant to distinguish clearly) between the two clas ses of contract. All agreement to sell is known as an executory contract of sale, while a sale is known as an executed contract of sale. The term contract of sidle thus includes both actual sales and agreement for sale. It is impor tant to distinguish clearly) between the two clas ses of contract. An agreerpent to sell is a contract pure and simple whereas as sale is a contract plus a conveyance. By an agreement to sell a just in personal is created, by a tale a jus in also is transferred. Where gooses have been sold and buyer makes default, this seller may use for the contract price on the court of goods bargained and sold but where and agreement to buy is broken, the sellers normal remedy is an action for unliqui dated damage sell is broken by the seller personal remedy against are still the property of dispose of them as he like a sale, and the seller breaks his engagement to deliver the goods, the but son remedy against the se proprietary remedies in themselves. In many case goods into the hands of the 25. Here, it would to refer another and Court in the case of R. Union of India, (1972) . If an agreement to, the buyer has only a he seller. The goods if seller, and he can. But if there has been her has not only a peeler, but also the usual respect of the goods too, he can follow the parties not be out of place forty of the apex 7. Jai and another v. 5 SCC 470, wherein the transaction of sale has been defined in the following words : "the transaction of sale is a com posite transaction consisting of agreement of sale, passing of title, delivery of goods and payment of price and casts and charges of transportation. . . . . " 26. The learned Counsel for the Mandi Samiti has relied on definition of sale in Balbhagas Buses Chand v. State of Orissa, AIR 1976 SC 1 q16, wherein it was held that in order to constitute a sale there must he - ( i) an agreement to ; ell by which alone the property does not pass, and (ii) an actual sale by which the property passes. " The term "transaction of sale" is a correct transaction of the term used in text. " The term "transaction of sale" is a correct transaction of the term used in text. Both terms include an agreement or he original Hindi contract to sell goods where the seller transfers property in goods for a price straightway i. e. , a concluded sale straightway and also an agreement to sell which contemplates a transfer of property in goods at a future time or subject to same and the agreement becomes a sale as con templated in sub-sections (1), (3) and (4) of Section 4 of the Sales of Goods Act. 27. In the first case, it is simply called sale. In the second case all the facts, name ly, the agreement to sell and the actual sale constituting of the delivery of goods and the passing of the title taken together con stitute the transaction of sale. The actual sale is the last step which completes the transaction. The material question, how ever, is as to at what stage the liability to pay the market fee would be attracted, whether it would arise immediately as soon as the agreement to sell is entered into or only when the property in the goods passes. The delivery of property and the payment of consideration are two ex ternal manifestations of the intention of the parties. 28. The rules regarding the transfer of property in the goods between the seller and buyer are contained in Sections 18 to 23 of the Sales of Goods Act, 1930. For the sake of clarity, Sections 18 to 23 are being reproduced here in below: 29. It will be seen that in the case of un-ascertained goods, the law is to be found by reading Sections 18 to 23 of the Sale of Goods Act together. In each trans action, the question as to when the proper ty passes would depend upon the intention of the parties which intention is to be gathered from the terms of contract the conduct of the parties and the circumstan ces of the case. For ascertaining the inten tion of the parties regarding the time when the property in the goods will pass rules have been put on the statute book in Sec tions 20 to 24 of the Sales of Good Act of guidance. For ascertaining the inten tion of the parties regarding the time when the property in the goods will pass rules have been put on the statute book in Sec tions 20 to 24 of the Sales of Good Act of guidance. However, if a different intention appears from the terms of the contract, the conduct of the parties and the circumstan ces of the case, the rule contained in Sec tions 20 to 24 would stand superseded. 30. According to Sri Mandhyan learned Counsel for the respondent-Mandi Samiti, it is difficult to accept the petitioners contention that passing of the property in the goods is further postponed till the actual shipment for, if the title has already passed it cannot pass again. Once the property is passed there would be no question of reserving any right of disposal. On the strength of the above faces and the legal position, Sri Mandhyan urged that transactions of sale have materialized at Ghaziabad itself. It was urged that on the basis of the following facts, it can easily be inferred that the transactions of the sale had taken place at Ghaziabad: (1) petitioner has his head office/business establishment at Ghaziabad and has obtained a licence issued by Mandi Samiti, Ghaziabad; (2) orders of exporting the rice to South Africa are received by the petitioner at Ghaziabad; (3) pursuant to the orders received from the foreign countries, the petitioner issued or ders from Ghaziabad to the various rice millers in Punjab, Haryana and Madhya Pradesh for transporting the requisite quantity of the specified quality of rice to the dry port at Delhi and ports of Mumbai and Kandhla from where. transshipment of the consignment was made to the foreign countries; (4) consignment of the not despatched by rice millers/dealers are received by the clearing and the forwarding agents of the petitioner firm; (5) the transportation charges for the rice from Punjab, Haryana and Madhya Pradesh are debited to the account of the petitioner; (6) the bill-of-lading/voice/shipment bills and E. P. Certificates are all made and issued in the name of the petitioners firm and; (7) there are entries of each and every transactions in the account books of the petitioner firm maintained at Ghaziabad and the payments are received by the petitioner firm in the form of dollars through the Oriental Bank of Commerce, Foreign Exchange Branch, Nehru Place, New Delhi. " 31. " 31. The above facts, according to Sri Mandhyan are sufficient enough to con clude that the transactions of take place at Ghaziabad as contemplated by the no. 17 (iii) (b)of the A tightly been levied. provisions of Sect and market fee has 32. A capsules presentation of the conspectus or the facts and the rival sub missions made on behalf of the petitioner firm on the one hand, and the Mandi Samili, on the other, arc not free from legal difficulties. It portent to emphasis elucidate the abacus substantial question of the market fee produces, which not sometimes more the obvious than to. the. The mailer involves in of law about the levy on such agricultural entered or has been at any point of time in the market area. Apart from t he above, the interpretation of the expression transac tion of sale used in Section 17 (iii) (b) of the Act with reference to the various provisions contained in the Sales of Goods Act, J930, referred to above, is involved, Realization of market fee in such matters runs in crores of rupees and the decision in this case in one way are the other is likely to affect the State exchequer. There has been a protracted litigation on the point in dif- Benches and, more of them than not, the crucial points as have been men tioned above, are raised in a number of petitions. The substantial question of law of wide importance with which this Court is confronted, time and again, requires an authoritative pronouncement on merits by a Larger Bench constituted for the pur pose with a view to settle the law and to cut short the litigation on the point. 33. There is yet another aspect of the mailer, whichever way this petition is decided by this Court, there is bound to be a Special Appeal age heard by a Division dale and that decisions it and it would be Bench but at a later on too is likely to be taken to the apex Court for. the stakes are very high. us time, money and energy would be lost in the process. 34. However, the matter is considered by a Larger Bench, there will be no appeal there from before this Court. Of course, order of Larger Bench may be challenged before the apex Court. the stakes are very high. us time, money and energy would be lost in the process. 34. However, the matter is considered by a Larger Bench, there will be no appeal there from before this Court. Of course, order of Larger Bench may be challenged before the apex Court. Similar cases pending in this Court would not have to wait indefinitely of the Larger Bench of in the light of the Decision of the Larger Bench. 35. In view of the above, I think it would be proper that this case is decided by a Larger Bench as it involves deter mination of substantial question of law of great importance to the litigants of the State dealing with agricultural produce having their offices in Mandi areas, as well as to the State. The papers of this case be placed before Honble the Chief Justice for constituting a Larger Bench, at an early date. Till the matter is finally decided by the Larger Bench, the interim order dated 1-4-1998 shall remain operative. Referred to Larger Bench. .