G. P. MATHUR, J. ( 1 ) THE question which requires consideration here is whether a Market Committee of Krishi utpadan Mandi Samiti is entitled to levy market fee under Section 17 (iii) (b) of U. P. Krishi utpadan Mandi Adhiniyam. 1964, (hereinafter referred to as the Act) if the agricultural produce is neither brought in nor taken out of the market area. ( 2 ) THE petitioner M/s. Metal Craft is a registered partnership firm having its business premises and office at 14, Navyug Market. Ghaziabad, and it carries on the business of sale and purchase of iron and steel and also export of rice. The petitioner wanted to purchase broken rice from the rice millers of U. P. for the purpose of export to foreign countries and accordingly, made an application on July 31, 1997, to Krishi Utpadan Mandi Samiti, Ghaziabad (respondent No. 2) for grant of a licence. It was also stated in the application that the petitioner had exported rice in november. 1996 by purchasing it from places outside U. P. The respondent No. 2 asked the petitioner to deposit the licence fee for the years 1995-96. 1996-97 and 1997-98, which was done as per the demand. Thereafter, the respondent No. 2 sent a demand notice to the petitioner on october 12, 1997. demanding market fee at the rate of 2 per cent amounting to Rs. 12,94. 860. 00 on the sale price of rice exported by the petitioner which was Rs. 6,47,42,994. 00. The petitioner sent a reply on October 18, 1997, stating that it had never purchased any rice from inside the state of U. P. nor any transaction of sale or purchase of rice was carried out within the State. It was accordingly requested that the demand notice/ order dated October 12. 1997, be rescinded. The respondent No. 2, however, initiated proceeding for recovery of the amount in question and issued a citation dated December 6, 1997. The petitioner, thereafter, filed C. M. Writ Petition No. 43329 of 1997 in the High Court which was disposed of on December 17, 1997, with a direction to respondent No. 2 to decide the petitioners representation within a month and the recovery proceedings were suspended for six months. The petitioner, thereafter, filed C. M. Writ Petition No. 43329 of 1997 in the High Court which was disposed of on December 17, 1997, with a direction to respondent No. 2 to decide the petitioners representation within a month and the recovery proceedings were suspended for six months. The petitioner appeared before respondent No. 2 on the date fixed, namely, January 14, 1998, along with the relevant document and submitted that the rice had been purchased from places outside the State of U. P. and had been sent directly to the ports for being exported to South Africa and, as such, it was not liable to pay any market fee. The respondent No. 2 passed an order on January 25, 1998, holding that the transaction of sale of the rice exported by the petitioner firm took place within the market are a of Ghaziabad, and, accordingly, the market fee imposed by the order dated October 12. 1997 was valid and proper. Feeling aggrieved, the petitioner preferred a revision under Section 32 of the Act before the rajya Krishi Utpadan Mandi Parishad, Lucknow (respondent No. 1) which was dismissed by the order dated March 9. 1993. The present writ petition under Article 226 of the Constitution has been filed for quashing the orders dated October 12, 1997 passed by respondent No. 2 and the order dated March 9. 1998 passed by respondent No. 1. The learned single Judge, who heard the petition, was of the opinion that the controversy raised involves a substantial question of law of general importance and made a reference to larger Bench. That is how the matter has come before us. ( 3 ) THE case of the petitioner with regard to the rice exported by it is that certain dealers In South africa wanted to buy rice from India. The petitioner quoted the rates and entered into negotiations. After the deal with settled, the rice was purchased from rice millers in Haryana. Punjab and Madhya Pradesh from where it was directly dispatched to the ports at Mumbai and kandla and the clearing and forwarding agents of the petitioner loaded the same on the ship. After the goods had been loaded, a Bill of Lading was prepared and signed by the Master of the ship in the capacity of carrier acknowledging the receipt of the goods. After the goods had been loaded, a Bill of Lading was prepared and signed by the Master of the ship in the capacity of carrier acknowledging the receipt of the goods. The Bill of Lading was given to the clearing and forwarding agents and on receipt of the Bill of Lading by the buyer through the petitioners bankers the goods (rice) were retired by the buyer in South Africa. The sale price of the rice was received by the petitioner through its banker viz. Oriental Bank of commerce at Delhi. It is the specific case of the petitioner that the entire quantity of the exported rice was purchased from places outside the State of U. P. and was directly sent to the ports without it ever coming within the market area of Ghaziabad or in the State of U. P. It is also asserted that the sale was effected only at the ports when the goods were loaded on the ship and the Bill of Lading was handed over to the petitioners clearing and forwarding agents. ( 4 ) THE case of the respondent No. 2 is that the business establishment of the petitioner is at 14, navyug Market, Ghaziabad, which is situate within the jurisdiction of Mandi Samiti, Ghaziabad, and the entire transaction was done from the said place. The purchase order was received and accepted by the petitioner at Ghaziabad and the sate price was also received there and, therefore, the transaction of sale took place at Ghaziabad. It is also pleaded that the transport of the goods and how it was actually exported was wholly irrelevant for ascertaining where the transaction of sale took place. ( 5 ) THE revisional authority held that the name of the petitioner M/s. Metal Craft, 14, Navyug market, Ghaziabad, was mentioned in the orders placed by (he foreign firms for supply of rice. In the bills as consignors of goods in the Shipping Bills and Bills of Lading and also in the GRs. The sale price of the exported rice had also been received by the petitioner firm. Under Section 17 (iii) (5) of the Act the mandi fee becomes payable on transaction of sale and, accordingly, if the transaction takes place within the market area a liability is created. It was accordingly held that the actual transaction of sale took place within the market area of Mandi Parishad. Under Section 17 (iii) (5) of the Act the mandi fee becomes payable on transaction of sale and, accordingly, if the transaction takes place within the market area a liability is created. It was accordingly held that the actual transaction of sale took place within the market area of Mandi Parishad. Ghaziabad, and the petitioner was liable to pay the market fee. It was further held that the fact that no sales tax (Central or State) was imposed upon the petitioner by the sales tax authorities of ghaziabad, was wholly irrelevant for the purpose of decision of the controversy in issue. ( 6 ) SHRI B. D. Mandhyan, learned counsel for the respondents, fairly admitted that the rice exported by the petitioner was never brought within the market area of Ghaziabad or for that matter within the State of U. P. ( 7 ) BEFORE adverting to Section 17 (iii) (b), which is the charging Section, it will be useful to make reference to the prefatory note of the Act as given in the Statement of Objects and reasons, which reads as under : "the present chaotic state of affairs as obtaining in agricultural produce markets is an acknowledged fact. There are innumerable charges, levies and exactions which the agricultural producer is required to pay without having any say in the proper utilisation of the amount so paid by him. In matter of dispute between the seller and the buyer, the former is generally put at a disadvantage by being given arbitrary awards. The producer is also denied a large part of his produce by manipulation and defective use of weights and scales in the market. The Government of India and the various committees and commissions appointed to study the condition of agricultural markets in the country have also been inviting the attention of the State Government from time to time towards improving the conditions of these markets. The proposal to enact a marketing legislation was first taken up in 1938 : but it could not go through as the then Ministry went out of office soon after its inception. The Planning Commission stressed long ago that legislation in respect of regulation of markets should be enacted and enforced by 1955-56. Most of the other States have already passed legislation in this respect. The Planning Commission stressed long ago that legislation in respect of regulation of markets should be enacted and enforced by 1955-56. Most of the other States have already passed legislation in this respect. The proposed measure to regulate the markets in this State has been designed with a view to achieving the following directions : (i) to reduce the multiple trade charges, levies and exactions charged at present from the producer-sellers ; (ii) to provide for the verification of accurate weights and scales and see that the producer- seller is not denied his legitimate due ; (iii) to establish market committees in which the agricultural producer will have his due representation ; (iv) to ensure that the agricultural producer has his say in the utilisation of market funds for the improvement of the market as a whole : (v) to provide for fair settlement of disputes relating to the sale of agricultural produce ; (vi) to provide amenities to the producer-seller in the market ; (vii) to arrange for better storage facilities ; (viii) to stop inequitable and unauthorised charges and levies from the producer-seller ; and (ix) to make adequate arrangements for market intelligence with a view to posting the agricultural producer with the latest position in respect of the markets dealing with his produce. " the preamble of the Act says that it is "an Act for the regulation of sale and purchase of agricultural produce and for the establishment, superintendence and control of markets therefor, in Uttar Pradesh. " ( 8 ) THE prefatory note and the preamble shows that the object of the Act is to save the agricultural producer from innumerable charges, levies, exactions and to enable him to have a say in the proper utilisation of the amounts paid by him, to reduce multiple charges, levies, exactions, charged from the producer and seller and, generally, to help the agricultural producer to sell his best advantage. Another object of the Act is the development of new market, areas and for efficient data collection and processing of arrivals in the mandis and for establishment of various markets in the State of U. P. Apart from the agricultural producer certain other transactions have also been Included within the ambit of levy of fee in which both sides are traders and neither side is an agriculturist but this has been done for the effective Implementation of the scheme of establishment of markets mainly for the benefit of producers (See Rathi khandsari Udyog v. State of U. P. , AIR 1985 SC 679 ). Therefore, the Act can hardly have any application if the agriculture producer or the agriculture produce are physically not present within the market area. ( 9 ) THE relevant part of Section 17 (iii) (b), which is the charging Section, reads as follows : "17. Powers of the Committee.--A Committee shall, for the purposes of this Act, have the power to : (i ). . . . . (ii ). . . . . ( 9 ) THE relevant part of Section 17 (iii) (b), which is the charging Section, reads as follows : "17. Powers of the Committee.--A Committee shall, for the purposes of this Act, have the power to : (i ). . . . . (ii ). . . . . (iii) levy and collect : (a) such fees as may be prescribed for the issue or renewal of licences, and (b) market fee, which shall be payable on transactions of sale of specified agricultural produce in the market area at such rates, being not less than one per centum and not more than two per centum of the price of the agricultural produce so sold, as the State Government may specify by notification, and such fee shall be realised in the following manner : (1) if the produce is sold through a commission agent may realise the market fee from the purchaser and shall be liable 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 : provided further that notwithstanding anything contained in this Act, the Committee may at the option of, as the case may be, the commission agent, trader or purchaser, who has obtained the licence, accept a lump sum in lieu the amount of market fee that may be payable by him for an agricultural year Including any agricultural year prior to the commencement of the Uttar Pradesh krishi Utpadan Mandi (Sanshodhan) Adhi-niyam, 1994, in respect of which market fee is outstanding, in respect of such specified agricultural produce, for such period, on such terms and in such manner as the State Government may, by notified order, specify. At the end of the Section there is an Explanation which reads as follows : "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 a 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 ) IN exercise of powers conferred by Section 40, Rules have been framed, which are known as u. P. Krishi Utpadan Mandi Niyamavali, 1965, and Rules 66 and 68 read as follows : "66. Market Fee (Section 17 (iii ).--The Market Committee shall levy and collect market fee in the market area in accordance with the provisions of sub-clause (b) of clause (iii) of Section 17 of the Act at such rate as may be specified in the bye-laws : provided that no market fee shall be levied and charged prior to the date on which provisions of section 10 of the Act are enforced : provided further that when the specified agricultural produce is presumed to have been sold in accordance with the explanation given under clause (viii) of Section 17 of the Uttar Pradesh krishi Utpadan Mandi Adhiniyam, 1964, the price of such produce shall be the price prevailed for that type of produce in that market just on the previous working day. (2) No market fee shall be levied more than once on any consignment of the specified agricultural produce brought for sale in the market yard if the market fee has already been paid on it in any market yard of the same market area and in respect of which a declaration has been made and a certificate has been given to the seller in Form No. V. " "recovery of fees (Section 17 (iii ).-- (1) The market fee on specified agricultural produce shall be payable as soon as such produce is sold through the Commission agent or directly to the trader, the Commission agent or the trader, as the case may be, shall charge market fee from the seller on sale voucher in Form No. VI and deposit the amount of market fee so realised with the market Committee in accordance with the directions of the Committee issued in this behalf. (2) The market fee shall be realised from the seller in the following manner : (ii) If the specified agricultural produce is sold through the Commission agent or directly to the trader, the Commission agent or the trader, as the case may be, shall charge market fee from the seller on sale voucher in Form No. VI and deposit the amount of market fee so realised with the market Committee in accordance with directions of the Committee issued in this behalf. (ii) If the specified agricultural produce is sold directly by the seller to the consumer, the markets fee shall be realised by the servant of the Market Committee authorised by it in this behalf. (3) The licence fee shall be paid along with the application for licence : provided that in case the Market Committee refuses to issue a licence, the fee deposited by the applicant shall be refunded to him. (4) The payment of market fee and licence fee shall be made to the Committee in cash. " ( 11 ) FOR proper appreciation of the provisions of the Act, it is necessary to notice the relevant constitutional provisions. (4) The payment of market fee and licence fee shall be made to the Committee in cash. " ( 11 ) FOR proper appreciation of the provisions of the Act, it is necessary to notice the relevant constitutional provisions. Clause (1) of Article 286 of the Constitution lays down that no law of a State shall impose or authorise the imposition of, a tax on the sale or purchase of goods where such sale or purchase takes place Co) outside the State ; or (b) in the course of the import of the goods into, or export of the goods out of, the territory of India. Article 245 lays down that subject to the provisions of the Constitution. Parliament may make laws for the whole or any part of the territory of India and the Legislature of a State may make laws for the whole or any part of the State. The State has, therefore, no legislative competence to make any law which may operate or tend to operate beyond the territorial boundary of the State. ( 12 ) WE may now examine the true scope of the charging Section, namely. Section 17 (iii) (b) of the Act keeping in mind the limitation contained in the Constitution. ( 13 ) A plain reading of Section 17 (iii) (b) of the Act shows that a Committee is empowered to levy and collect market fee which shall be payable on transaction of sale of specified agricultural produce in the market area. The words "specified agricultural produce in the market area" are important ; and have to be given some meaning. It is well-settled principle of interpretation of statute that effort should be made to give meaning to each and every word used by the legislature. The Legislature is deemed not to waste its words or to say anything in vain and a construction which attributes redundancy to the Legislature will not be accepted except for compelling reasons. In Aswini Kumar Gosh v. Arvinda Gosh, AIR 1952 SC 369 , the Court ruled that it is not a sound principle of construction to brush aside words in a statute as being in apposite surplus age, if they can have the appropriate application in circumstances conceivable within the contemplation of the statute. In Aswini Kumar Gosh v. Arvinda Gosh, AIR 1952 SC 369 , the Court ruled that it is not a sound principle of construction to brush aside words in a statute as being in apposite surplus age, if they can have the appropriate application in circumstances conceivable within the contemplation of the statute. In Rao Shiv Bahadur Singh V. State of U. P. , AIR 1933 sc 394, it was held that it Is incumbent upon the Court to avoid the construction, if reasonably permissible, on the language, which would render a part of the statute devoid of any meaning or application. The Section presupposes the physical presence of the agricultural produce in the market area. If the agricultural produce is not brought physically within the market area and is not physically present, then any transaction of sale of such agriculture produce cannot be brought within the purview of the Act. The manner of realisation of market fee as enumerated in sub-clauses (1 ). (2), (3) and (4) of Section 17 (III) (b) make reference to "produce". This again shows that the physical presence of the agricultural produce within the market area is necessary for levy of market fee. The Explanation to clause (iii) appended at the end of the Section lays down that unless the contrary is proved, any specific agricultural produce taken out or proposed to be taken out of a market area by or on behalf of a licensed trader shall be presumed to have been sold within such area. The Explanation can have application only if the agricultural produce is physically present within the market area. If Section 17 (iii) (b) is held to be applicable even in such cases where the agricultural produce is neither physically brought nor is in existence within the market area, the Explanation can have no application at all. Chapter VI of the Rules deals with Fees. Levy and Collection. Sub-rule (2) of Rule 66 lays down that no market fee shall be levied more than once on any consignment of the specified agricultural produce brought for sale in the market yard if the market fee has already been paid on it in any market yard of the same market area. The words "specified agriculture produce brought for sale in the market yard" are important and clearly indicate the physical bringing in of the agricultural produce within the market yard. The words "specified agriculture produce brought for sale in the market yard" are important and clearly indicate the physical bringing in of the agricultural produce within the market yard. The manner of recovery of the fee is provided in Rule 68 and it lays down that the market fee on specified agricultural produce shall be payable as soon as such produce is sold in the principal market yards or sub-market yards. It makes "reference to the sale of the agricultural produce in the market yard or sub-market yard, which again means that the liability to pay market fee would arise only after title to the agricultural produce which is present in the market yard or sub-market yard is passed on to the buyer. ( 14 ) THE view which we are taking is supported by the dictum of the Apex Court. After the enforcement of the Act, the levy of market fee by the different market committees was challenged by traders of the State on variety of grounds which were examined in great detail in ram Chander Kailash Kumar and Co. u. State of U. P. , AIR 1980 SC 1124 . One of the contentions raised, which has been recorded as point No. 18 (in para 9 of the reports) was as follows : " (18 ). No market fee can be charged if only goods are brought in a market area and despatched outside it without there taking place any transaction of purchase and sale in respect of these goods. " This point was answered in paragraph 29 and the same is being reproduced below :"29. This point urged on behalf of the appellants is well founded and must be accepted as correct. On very wordings of clause (b) of Section 17 (iii) market fee is payable on transactions of sale of specified agricultural produce in the market area and if no transaction of sale takes place in a particular market area, no fee can be charged by the market committee of that area. If goods are merely brought in any market area and despatched outside it without any transaction of sale taking place therein, then no market fee can be charged. If goods are merely brought in any market area and despatched outside it without any transaction of sale taking place therein, then no market fee can be charged. If the bringing of the goods in a particular market area and their despatch there from are as a result of transactions of purchase and sale taking place outside the market area, it is plain that no fee can be levied. " these observations show that bringing in goods in market area and. thereafter, a transaction of sale takes place therein is sine qua non for levying the market fee and in absence of the presence of the goods in the market area no market fee can be levied. ( 15 ) WHILE examining the situs of sale for determining the validity of levy of market fee under a similar enactment, namely, Andhra Pradesh (Agricultural Produce and Livestock) Markets Act, 1966, the Apex Court in Agricultural Market Committee v. Shalimar Chemical Works Ltd. , AIR 1997 SC 2502 , took into consideration the provisions of Sales of Goods Act, 1930. The problem here may also be examined in the light of the said Act. The admitted position is that after receipt of (he order, the petitioner purchased rice from millers in Haryana, Punjab and Madhya Pradesh which was transported by road to the ports at Mumbai and Kandla where it was loaded on the ships for being despatched to South Africa. The clearing and forwarding agent of the petitioner then sent the Bill of Lading to the importing firm in South Africa for retiring the goods. Section 4 (3) of Sale of Goods Act lays down that where under a contract of sale, the property in the goods is transferred from seller to the buyer, the contract is called a sale, but where the transfer of 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. Since the property in the exported rice was not transferred to the importing firm of South Africa at Ghaziabad, the position of the contract between the parties at Ghaziabad was only an agreement to sell and not a sale. Chapter 111 of this Act deals with "transfer of property as between the seller and the buyer". Since the property in the exported rice was not transferred to the importing firm of South Africa at Ghaziabad, the position of the contract between the parties at Ghaziabad was only an agreement to sell and not a sale. Chapter 111 of this Act deals with "transfer of property as between the seller and the buyer". Section 18 provides that when there is a contract for sale of unascertained goods, no property in the goods is transferred to the buyer unless and until the goods are ascertained. Here the contract for sale at ghaziabad was with regard to unascertained goods as the precise goods, which had to be appropriated to the contract, had not been identified and the contract was only by description and the weight of goods. Section 19 (3) lays down that unless a different intention appears, the Rules contained in Sections 20 to 24 are Rules for ascertaining the intention of the parties as to the time at which the property in the goods is to pass to the buyer. Sections 20, 21 and 22 refer to contract for sale of specific goods and, therefore, they can have ho application here. Subsection (1) of section 23 lays down that where there is contract for sale of unascertained or future goods by description and goods of that description and in a deliverable state are unconditionally appropriated to the contract, either by the seller with the assent of the buyer or by the buyer with the assent of the seller, the property in the goods thereupon passes to the buyer. Sub-section (2)of the same Section lays down that where In pursuance of the contract the seller delivers the goods to the buyer or to a carrier or other bailee for the purpose of transmission to the buyer and does not reserve the right of disposal, he is deemed to have unconditionally appropriated the goods to the contract. In view of these provisions the exported rice will be deemed to have been unconditionally appropriated to be contract when it was loaded on the ship for the purpose of transmission to the buyer and it is at this stage that the property in the goods [rice] passed to the buyer. Therefore, the sale took place only when the rice was actually loaded on the ship and prior to that, it was only an agreement. Therefore, the sale took place only when the rice was actually loaded on the ship and prior to that, it was only an agreement. In P. S. N. S. Ambalauana Chettiar and Ltd. V. Express newspapers Ltd. , AIR 1968 SC 741 , it was held as under in paragraph 11 of the reports : "section 18 of the Sale of Goods Act provides that where there is a contract for the sale of unascertained goods no property in the goods is transferred to the buyer unless and until the goods are ascertained. It is a condition precedent to the passing of property under a contract of sale that the goods are ascertained. The condition is not fulfilled where there is a contract for sale of a portion of a specified larger Stock. Till the portion Is identified and appropriated to the contract, no property passes to the buyer. " In Mahabir Commercial Company v. C. I. T. , West Bengal, AIR 1973 SC 430 , the same principle was explained in the following words :"under the c. i. f. contract, prima facie, the property in the goods passes once the documents are tendered by the seller to the buyer or his agent as required under the contract. But where the seller retains control over the goods by either obtaining a Bill of Lading in his name or to his order, the property in the goods does not pass to the buyer until he endorses, the bill to the buyer and delivers the documents to him. the appropriation of the goods to the contract by itself could not be such as to pass the properly in the goods if it appears or can be inferred that there was no actual intention to pass the property but if however, the sellers dealing with ,the Bill of Lading is only to secure the contract price not with the intention of withdrawing the goods from the contract, and he does nothing inconsistent with an intention to pass the property, the property may pass either forthwith subject to the sellers lien or on conditional performance by the buyer of his part of the contract. " ( 16 ) IN Jute Gunny Brokers Ltd. u. Union of India, AIR 1961 SC 1214 (Paragraph 44), it was held that in view of Section 18 of the Sale of Goods Act till the appropriation takes place and goods are actually delivered, the pucca delivery orders is a contract for the sale of unascertained goods and no property in the goods is transferred to the buyer. In view of these authoritative pronouncements, there cannot be even a slightest doubt that till the rice was actually loaded on the ship (carrier) for the purpose of transmission to the buyer, the goods had not been appropriated to the contract and, therefore, till that stage there was only an agreement of sale. It became a sale only after the rice had been loaded on the ship. Therefore, there was no transaction of sale at Ghaziabad and it was merely an agreement of sale on which no market fee could be charged. ( 17 ) IT is noteworthy that the charging Section 17 (iii) (b) empowers the Committee to levy and collect market fee which shall be payable on the transaction of sale of specified agricultural produce in the market area at such rates, being not less than 1 per centum and not more than 2 per centum of the price of the agricultural produce so sold. The measure of levy of the fee is, therefore, on the price of the goods sold. It obviously means a completed transaction of sale or a concluded sale. If there is only an agreement and the agreement fails, the remedy for the aggrieved party is to sue for damages. Obviously, no fee can be charged on damages. The occasion for levy of fee can arise only on a concluded sale and as the sale has not taken place within the market area of Ghaziabad, no mandi fee can be levied. We are supported in our conclusion by the following observations of the Apex Court in Sales Tax Officer v. M/s. Budhya prakash Jai Prakash, AIR 1954 SC 459 : "the substance of the matter is that the sales-tax is a levy on the price of the goods, and the reason of the thing requires that such a levy should not be laid, unless the stage has been reached when the seller can recover the price under the contract. It, is well-settled that an action for price is maintainable only when there is a sale involving transfer of the property in the goods to the purchaser. Where there is only an agreement to sell, then the remedy of the seller is to sue for damages for breach of contract and not for the price of the goods. The position therefore, is that a liability to be assessed to sales tax can arise only if there is a completed sale under which price is paid or is payable and not when there is only an agreement to sell which can only result in a claim for damages. It would be contrary to all principles that damages for breach of contract are liable to be assessed to sales tax on the ground that they are in the position as sale price. " ( 18 ) SRI B. D. Mandhyan, learned counsel for the respondent, has strenuously urged that market fee is levied on "transaction of sale" and not on "sale" only and, therefore, what is to be seen Is where the transaction took place and not the situs of sale. He has referred to the original Hindi text of the Act, where Section 17 (iii) (b) is worded as, ^^-----f"k mriknu ds ; fo; ds lksnksa ij---------eamh kqyd yxkus vksj olwyudjus------** and has submitted that there is distinction between the levy of market fee on transactions of sale and the imposition of tax on actual sale when the property in goods is transferred. He has further urged that sales tax could be imposed upon the "goods" when goods are transferred by sellers to buyers but the market fee becomes payable as soon as the transaction lksnk takes place in the market area irrespective of whether delivery of goods or price is made immediately or is postponed. According to learned counsel, the use of the term "transaction of sale" in plural in Section 17 (iii) (b) in compendious sense has been made in the act to include any of the following events : (i) agreement to sell or purchase, or (ii) event of delivery of goods under the said agreement, or (iii) payment of price, whether the price is paid at the time of the transaction or is postponed to be paid subsequently after delivery. ( 19 ) THE argument suggested by Shri Mandhyan would mean that even an agreement to sell without the presence or existence of the agriculture produce Will come within the ambit of the charging provision. The argument further suggests that if the agreement takes place outside the boundary of the State of U. P. , the provisions of Section 17 (iii) (b) of the Act would still become applicable. It may now be examined whether such an interpretation would keep the Act within the constitutional limits. Clause (3) of Article 246 of the Constitution provides that the legislature of the State has exclusive power to make laws for such State or any part thereof with respect to any of the matters enumerated in List II In the Seventh Schedule and power is subject to clauses (1) and (2) of the Article. The preamble of the Act, viz. , "an Act to provide for the regulation of sale and purchase of agricultural produce and for the establishment, superintendence and control of markets thereof in Uttar Pradesh", clearly shows that the Act has been made with reference to Entry 28 of the State List, which is "markets and fairs". In M/s. Chandra Prakash Agarwal and Company v. State of U. P. , 1990 ALJ 459, it has been held by a full Bench that U. P. Krishi Utpadan Mandi Adhiniyam has been enacted with reference to Entry 28 of the State List. The same view has been taken with regard to similar enactments of other states. In Kewal Krishan Puri and another U; State of Punjab and others. AIR 1977 Pandh 347 (FB), the punjab Agricultural Produce Markets Act and in K. N. Murularadhya v. Mysore State, AIR 1970 mys 114, the Mysore Agricultural Produce Marketing (Regulation] Act, 1966, were held to have been made with reference to Entry 28. The State Legislature while making a legislation having reference to Entry 28 can make a law concerning markets and fairs. The meaning of the word market is as under : New Lexicon Webstor Dictionary : a place where many sellers display and sell their goods : the body of persons concerned with buying and selling a particular class of goods ; a region or outlet for successful trading. Blacks Law Dictionary : place of commercial activity in which goods, commodities, securities, services etc, are bought and sold. Blacks Law Dictionary : place of commercial activity in which goods, commodities, securities, services etc, are bought and sold. Oxford Dictionary : (1) The meeting together of people for the purchase and sale of provisions or livestock, publicly exposed at a fixed time and place. (2) A place or seat of trade. Corpus Jur is Secundum : (1) The term market conveys idea of selling and it assumes the existence of a trade and implies competition and also implies the existence of supply and demand for without the existence of either factor no market is shown. (2) The term is used to denote that phase of commercial activity in which articles are bought and sold. Law Lexicon by P. Ramanatha Aiyar: (1) A market is a place set apart for the meeting of the general public of buyers and sellers freely open to any such, to assemble together, where any seller may expose his goods for sale and any buyer may purchase. (2) Market implies a public place and appointed place of buying and selling goods. (3) It generally means a designated place in a town or city to which all persons can have access who wish to buy and sell articles there exposed for sale. ( 20 ) IN common parlance, market would mean a place where goods are exposed for sale to which buyers and sellers have free access. It presupposes the physical presence of the seller, the buyer and also the goods, and this activity must be carried out on a large scale. Inspite of the security constraints, the Jewellers also expose and exhibit their goods in their shop In a market. An agreement can be arrived at between two parties by letters or telecommunication messages and this can be done easily while sitting at home in a residential area or even in a holiday resort. In such a case, there is no requirement of a fixed place set apart for the meeting of the general public of buyers and sellers and there is no display of goods, if the agriculture produce is not brought in and is not exhibited for sale at a fixed place, there can be no buyers. Such an activity of merely entering into an agreement by letters or telecommunication message cannot be held to be a market. Such an activity of merely entering into an agreement by letters or telecommunication message cannot be held to be a market. As mentioned earlier, the Act in order to be constitutionally valid must pertain to entry 28 of State List which is "markets and fairs". ( 21 ) IF on a plain interpretation of the language used in the statute, it transgresses limits imposed by the Constitution, the statute should be read down and should be interpreted in a manner which brings it within the constitutional limit. The principle was applied for upholding the validity of the Act while answering the reference made by the Governor General. In the matter of the Hindu womens Right to Property Act, 1937, AIR 1941 FC 72. In R. M. D. Chamarbaugwalla V. Union of India, AIR 1957 SC 628 , a Constitution Bench after referring to the aforesaid decision explained the principle as under in para 13 of the reports : "in 194 J FCR 12: AIR 1941 FC 72, the question arose with reference to Hindu Womens Rights to Property Act (18 of 1937 ). That was an Act passed by the Central Legislature, and had conferred on Hindu widows certain rights over properties which devolved by intestate succession and survivorship. While the subject of devolution was within the competence of the Centre under entry 7 list III, that was limited to property other than agricultural land, which was a subject within the exclusive competence of the Provinces under Entry 21 in List II. Act No. 18 of 1937 dealt generally with property, and the contention raised was that being admittedly ultra vires as regards agricultural lands, It was void in its entirety. It was held by the federal court that the central Legislature must, on the principle laid down in Macleod u. Attorney General far New south Wales, 1891 AC 455 (k), be presumed to have known its own limitations and must be held to have intended to enact only laws within its competence, that accordingly the word property in Act No. 18 of 1937 must be construed as property other than agricultural land, and that, in that view, the legislation was wholly intra vires. . . . . . . . . . . " ( 22 ) IN Jyothi Timber Mart u. Calicut Municipality, AIR 1970 SC 264 , the expression "a tax shall be levied on timber brought into the city" occurring in Section 126 of Calicut City Municipality act was interpreted as meaning "brought into municipal limits for the purposes of consumption, use or sale and not for any other purpose" so that the legislation may be compatible with Entry 52 of List II which is "taxes on Entry of goods into a local area for consumption, use or sale therein. " ( 23 ) THEREFORE, the provisions of the Act have to be interpreted in a manner that they tend to operate within the State and they do not affect or have any ramification beyond the boundaries of the State. Further, the legislation must pertain to the relevant Entry of List II, namely, Entry 28, which is markets and fairs and, therefore, the physical presence of the agriculture produce within the market area is absolutely necessary for the applicability of Section 17 (iii) (b) of the Act. ( 24 ) THE main reason given by the revlsional authority for upholding the levy of market fee is that the order for export of rice was received by the petitioner firm at Ghaziabad, the consignor of the rice was the petitioner firm and the sale price of the rice was ultimately received by it at ghaziabad. In our opinion, these facts alone cannot justify the levy of market fee. Assuming that instead of purchasing rice from Haryana, Punjab and Madhya Pradesh, the petitioner firm had purchased the same from a foreign country like Burma or Pakistan and had sold the same to a firm in South Africa, the aforesaid three factors would have remained the same. Can it be said that Mandi Samiti was still entitled to levy market fee though the rice was neither produced in india nor it was ever brought inside the country? The word market with reference to which the legislation has been made cannot be ignored, and, as mentioned earlier, it presupposes the existence of goods therein. Can it be said that Mandi Samiti was still entitled to levy market fee though the rice was neither produced in india nor it was ever brought inside the country? The word market with reference to which the legislation has been made cannot be ignored, and, as mentioned earlier, it presupposes the existence of goods therein. This being the admitted position that the rice was never brought or was in existence within the market area of Mandi Samiti, Ghaziabad, or for that matter within the state of U. P. and in view of our finding that the sale took place only when the rice was loaded on the ships at the port, we are clearly of the opinion that there was no transaction of sale within the market area of Mandi Samiti, Ghaziabad. Therefore, the Mandi Samiti is not entitled to levy any market fee upon the petitioner and the impugned levy has to be set aside. ( 25 ) IN the result, the writ petition succeeds and is allowed. The impugned orders dated October 12, 1997 and January 25, 1998 passed by respondent No. 2 and the order dated March 9, 1998 passed by respondent No. 1 are hereby quashed.