JUDGMENT D. Biswas, Actg. C.J. 1. In this appeal, the Assam Small Industries Development Corporation Ltd., hereinafter referred to as the 'ASIDC', has assailed the Judgment and Decree dated 1.8.1998 passed by the learned Civil Judge, Senior Division No. 1, Guwahati in Money Suit No. 187/93 decreeing the suit filed by the respondent M/s J.D. Pharmaceuticals for realisation of Rs. 20,10,141.33 with compound interest at the rate of 23% with monthly rest till June 1991 and at the rate of 23.5% with monthly rest with effect from 1.7.1991 till filing of the suit along with compound interest at the rate of 23.5% on the decreetal amount from the date of decree. 2. The respondent firm is a small scale unit engaged in the business of manufacturing and supply of medicine and is governed by the provisions of the Assam Preferential Stores Purchase Act, 1989, for short the Purchase Act. The firm entered into an agreement with the appellant Corporation on 19.10.1990 whereby the Corporation agreed to market the medicines manufactured by the respondent firm. The salient feature of the agreement amongst others is that the Corporation will raise bill for and on behalf of the respondent firm, collect the value thereof from the buyer, i.e., Government departments and pay the amount to the respondent firm retaining a commission at the rate of 5%. It was further stipulated that the respondent firm would deliver medicines on receipt of requisition from the Corporation and on delivery be paid 90% of the value of the medicine. From 1991 onwards till 19th June, 1993, the respondent supplied medicine to different Health Centres of the Government of Assam as per requisitions issued by the Corporation, The total value thereof amounted to Rs. 20,56,654.13. The Corporation, despite repeated demands, failed to liquidate the debt thereby compelling the respondent firm to file the suit for recovery of the aforesaid amount with interest as permissible under the Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993, for short hereinafter referred to as the 'Act of 1993'. 3. 20,56,654.13. The Corporation, despite repeated demands, failed to liquidate the debt thereby compelling the respondent firm to file the suit for recovery of the aforesaid amount with interest as permissible under the Interest on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Act, 1993, for short hereinafter referred to as the 'Act of 1993'. 3. The Corporation resisted the suit pleading, inter alia, that the terms and conditions in the agreement about payment required the Corporation to pay the purchase money to the respondent firm on receipt of the same from the Departments of the Government only, and since it has not received any payment, it cannot be compelled to pay the same. According to it, the suit cannot be maintained as the buyers and the State Government have not been impleaded as defendants. The Corporation further pleaded that it has paid Rs. 23,264.80, Rs. 16,800 and Rs. 6,448 in respect of three bills dated 13.9.1993, 26.4.1993 and 5.9.1993 respectively. According to the Corporation, the amount due could not be paid due to non-receipt of the payment from the concerned Departments and further pleaded that the payment would be made as and when the same is received by it. The legality of the claim of interest as per the Act of 1993 has also been questioned. 4. It may be mentioned here that this Court by the order dated 4.9.2001 directed the Trial Court to record a finding as to whether the respondent firm is a Small Scale Industrial Unit within the meaning of Section 2(f) or an ancillary industry within the meaning of Section 2(g) of the Assam Preferential Stores Purchase Act. The learned Trial Court forwarded its finding recorded vide order dated 29.3.2003 holding that it is a Small Scale Industry within the meaning of the definition of Section 2(f)of the Act. This finding has not been challenged by Shri M.K. Choudhury, learned senior counsel for the Corporation, during the course of the argument. The learned Civil Judge, Senior Division No. 1, Kamrup held that the respondent firm is a Small Scale Industry engaged in the manufacturing and distribution of medicine and not an establishment to be treated as ancillary industry within the meaning of Section 2(g) of the Act of 1989. The learned Civil Judge, Senior Division No. 1, Kamrup held that the respondent firm is a Small Scale Industry engaged in the manufacturing and distribution of medicine and not an establishment to be treated as ancillary industry within the meaning of Section 2(g) of the Act of 1989. Going by the uncontroverted categorical finding, we would like to treat the respondent firm as a SSI Unit within the meaning of the provisions of the Act of 1989. 5. Shri Choudhury, learned Counsel for the Corporation assailed the decree on the ground that the suit ought not to have been decreed since the State of Assam has not been arrayed as a defendant in the suit and that the provisions of the Act of 1993 are not applicable in the instant case. Relying upon the statutory agreement (Ext. 5), Shri Choudhury further argued that the Corporation having acted as the agent of the respondent firm, it is not liable to pay the purchase money until arid unless it is received from the buyers in terms of the agreement. 6. Mr. S. P. Roy, learned Counsel for the respondent firm, countering the above contention, submitted that the Corporation was nothing short of a buyer since the firm supplied and delivered the medicine as per requisitions/instructions given by them from time to time to different Government departments and, therefore, the decree passed against it is sustainable in law even though the State of Assam and other departments have not been arrayed as defendants in the suit. Mr. Roy, with reference to the different clauses of the agreement, argued that there is no privity of contract between the respondent firm and the State Government or the buyer departments and, therefore, a decree against the Corporation can be sustained even in the absence of the State Government and the departments. Mr. Roy, as an abundant precaution, also argued that even if on interpretation of the terms of the agreement it is found that the Corporation has acted as an agent of the respondent firm, it cannot be absolved of its liability to liquidate the debt in view of the provisions in the Purchase Act which have overriding effect over the agreement made contrary thereto. Mr. Mr. Roy relied upon a number of decisions of the Apex Court in order to bring home his contention that the Corporation in view of its statutory obligation, though acted as an agent, is liable to discharge the debt of the buyers. 7. The answer to the pivotal question whether the State Government or the buying departments are necessary parties in the absence of whom the suit cannot be decreed has to be culled out from the terms and conditions of the agreement (Ext. 5) and the provisions of the Purchase Act, 1989. We, therefore, propose to advert to the relevant clauses of the agreement to ascertain the intention as well as the respective status of the parties. The relevant excerpts of the agreement read as follows : ... WHEREAS the Principal has approached the Corporation under cover of their letter No. JDP/88-89 Dated 11.7.88 for registration and rendering of Marketing Assistance, under the Corporation's Marketing Support Scheme of APSP Act, 1989. And whereas the Corporation has agreed to act as an Agent to market the goods manufactured by the Principal as specified in the schedule appended to this agreement, under the Marketing Support Scheme formulated by the Corporation. 6. The Principal authorises the Corporation to raise bills of sale on their behalf, disclosing or without disclosing the name of the principal, and to collect payment thereon from the buyer(s). The collection of Payment from the buyer(s), Payment to the Principal will be effected by the Corporation deducting the service charges, Penalty due to delayed supplies, or other dues/advance, if any. The Corporation may release 90% Value of the materials on delivery and acceptance of the material by the buyer after deduction of dues/advance payment if any subject to receipt of payment from buyer(s). The balance 10% less penalty due to the delayed supplies, etc., or any other due will be paid to the Principal on receipt of full payment from the purchasing Department. 8. It would appear from the above clauses that the respondent firm as Principal authorised the appellant Corporation to raise bills of sale on their behalf, disclosing or without disclosing the name of the Principal and to collect payment from the buyers. If we go by the literal meaning of the aforesaid clauses, it would appear that the Corporation acted as agent of the Principal, i.e., the respondent firm. If we go by the literal meaning of the aforesaid clauses, it would appear that the Corporation acted as agent of the Principal, i.e., the respondent firm. But this cannot be the end of the matter. The interpretation of the agreement would depend upon certain other salient features available in the Purchase Act of 1.989 and the office memorandum dated 28th March, 1988. Therefore, the objects and reasons available in the preamble of the aforesaid Act of 1989 read with the provisions incorporated in the Act would be determinative of the question at hand. 9. The Act of 1989 was enacted to encourage growth of industries in the State of Assam especially small scale and cottage industries by patronising their products on preferential basis and also to rationalise the procedure for purchase of stores required by the State Government, Government institutions, Government companies and State Government undertakings. With this object in view, the Act was enacted by the State Legislature in the year 1989 which received the assent of the Governor on 14th July, 1989. Clause (c) of Sub-section (1) of Section 7 provides that the items of stores mentioned in Schedule III shall be purchased by the "requiring authorities" from ASIDC which shall follow the guidelines regarding fixation of price, commission, etc., as laid down in the office memorandum issued under Notification No. PE-61/88/1 dated 28th March, 1988. The 1988 office memorandum provides that the State Government Departments, other subordinate authorities, Government organisations and public sector undertakings shall invariably make purchase of all their requirements from the ASIDC. Therefore, the scheme of the Act leaves no option with any Government Department, Organisation or subordinate authority to purchase the items enlisted in Schedule III from any manufacturer other than SSI Units, Drugs and pharmaceuticals and clinical equipments appear in Item No. 4 of Schedule III. The purchase of medicine has to be from the ASIDC only. The ASIDC assumes the role of a nodal agency superior to the purchasing authority as well as requiring authority in procuring the stores on behalf of the State Government departments by placing orders/requisitions to the SSI Units. The ASIDC is also liable to collect the price from the Government departments and to pay the same to the SSI Units. The ASIDC assumes the role of a nodal agency superior to the purchasing authority as well as requiring authority in procuring the stores on behalf of the State Government departments by placing orders/requisitions to the SSI Units. The ASIDC is also liable to collect the price from the Government departments and to pay the same to the SSI Units. They cannot take shelter under the clause in the agreement that the prices would be paid only on receipt of the same from the buying departments. They also cannot be allowed to sit idle indefinitely to defeat the cause of the SSI Units on the plea of non-receipt of fund. Keeping this situation in mind, we may now examine other provisions of the Act. 10. Section 2 (k) and (r) defines the "Purchasing Authority" and "Requiring Authority" respectively. They read as follows : - 2(k) "Purchasing Authority" means the person or authority which is duly authorised or is competent to make purchase of stores. 2(r) "Requiring Authority" means the State Government Departments and their subordinate authorities. State Government undertaking/corporation/Statutory bodies/autonomous bodies. 11. From the scheme of the Act, as discussed hereinabove, it would appear that the "requiring authority" is the State Government departments and other subordinate authorities etc. They are to purchase medicines from the ASIDC only. What then is the status of the ASIDC ? Section 3 provides for constitution of a Board to be known as "The Assam State Stores Purchase Board". Section 5empowers the Board to supervise and review the implementation of the Act. The Board is empowered to constitute suitable technical committees for laying down quality specification and reasonable prices of different items of stores except the items mentioned in Schedule III for which the powers of constitution of a Technical Committee has been reserved to the ASIDC. This is also evident from the proviso to Clause (a) of Sub-section (2) of Section 5. Therefore, for the purposes of laying down specification and reasonable prices for the items in Schedule-III, the ASIDC is the final authority. This otherwise means that the ASIDC which is a Government company is the final authority not only for the quality and prices, but also in the matter of purchase. The provisions in the Purchase Act and the memorandum of 1988 clearly suggest that ASIDC is an authority superior to the "purchasing authority" as well as the "requiring authority. This otherwise means that the ASIDC which is a Government company is the final authority not only for the quality and prices, but also in the matter of purchase. The provisions in the Purchase Act and the memorandum of 1988 clearly suggest that ASIDC is an authority superior to the "purchasing authority" as well as the "requiring authority. It represents both the "requiring authority" as well as the "purchasing authority" in its deal with the SSI Units, The absence of privity of contract between the buying authority and the respondent firm further confirms the superior status of the ASIDC. Notwithstanding the agreement made between the Corporation and the respondent firm that the former would act as agent of the later, the Corporation by issuing requisitions bought the medicines from the respondent firm for stores of the Government departments and is alone responsible for payment. This conclusion gains support from the provisions of the Market Assistance Scheme which provides that the Corporation will release payment upto 90% of the bills to the Units on completion of supply and the remaining 10% on receipt of full payment of the bills from the purchasing authority. For better appreciation, we may quote herein below the relevant provision of the scheme which reads as follows : - The Corporation will release payment upto 90% of the bills to the units on completion of supply. Any advance or advances will be deducted fully. The remaining 10% will be released on receipt of full payments of the bills from the purchasing authority. The above provision, clearly indicates that the liability of payment is with the Corporation 90% on completion of supply and the remaining 10% on receipt of full payment from the purchasing authority. In this situation, whether the State Government or other buying departments are arrayed as defendants or not in the suit appears to be irrelevant. 12. Though, not relevant for the purpose of this appeal, yet we are inclined to address in brief the question whether the Corporation acted as the agent and is, therefore, not liable to pay the purchase money to the principal raised by Mr. Choudhury, learned Counsel for the Corporation. Mr. Choudhury, relying upon the agreement (Ext. 5) submitted that the Corporation in terms of the agreement is required to act as agent of the respondent firm and, therefore, it cannot be sued for the value of the medicines supplied. Choudhury, learned Counsel for the Corporation. Mr. Choudhury, relying upon the agreement (Ext. 5) submitted that the Corporation in terms of the agreement is required to act as agent of the respondent firm and, therefore, it cannot be sued for the value of the medicines supplied. For this purpose, Mr. Choudhury also brought to our notice the statement made in para-7 of the plaint and the reply given in para-10 of the written statement. We have already held hereinabove the respective status of the parties in terms of the provisions of the Purchase Act, the memorandum of 1988 and the Marketing Assistance Scheme. Leaving aside the above conclusion for the time being, we would like to deliberate upon the liability of an agent to its principal for the goods sold. In Gordon Woodroffe & Co, (Madras) Ltd., Appellant v. Shaik M.A. Majid & Co. Respondents, AIR 1967 SC 181 , the Hon'ble Supreme Court in para 9 held - "It is well established that even an agent can become a purchaser when an agent pays the price to the principal on his own responsibility." The ratio of the judgment is in a case where by an agreement in writing a firm is appointed as the sole selling agent of manufacturer, the agreement is one of vendors and purchasers and not of principal and agent even though the term agent was incorporated in the agreement. It is the substance of the agreement which is to be weighed in determining the respective status of the parties to the agreement. In the Bhopal Sugar Industries Ltd., Appellant v. Sales Tax Officer, Bhopal [1977] 3 SCR 578, the Hon'ble Supreme Court held that the Court has to look to the substance rather than the form while interpreting the terms of the agreement. "The mere fact that the word 'agent' or 'agency' is used or the word 'buyer' and 'seller' are used to describe the status of the parties concerned is not sufficient to lead to the irresistible inference that the parties did in fact intend that the said status would be conferred. "The mere fact that the word 'agent' or 'agency' is used or the word 'buyer' and 'seller' are used to describe the status of the parties concerned is not sufficient to lead to the irresistible inference that the parties did in fact intend that the said status would be conferred. Thus, the mere formal description of a person as an agent or buyer is not conclusive, unless the context shows that the parties clearly intended to treat a buyer as a buyer and not as an agent." In the instant case as well, as highlighted above with reference to the provisions in the Marketing Assistance Scheme, the responsibility for payment is with the Corporation and, therefore, the agreement at hand has to be treated as one of a vendor and a buyer and not of a principal and an agent. The contention of Mr. Choudhury that the Corporation having acted as agent of the respondent firm is not liable for payment, in our opinion, is not sustainable in law. 13. The learned Civil Judge on reference by this Court returned its verdict holding that the respondent firm is a Small Scale Industrial Unit as defined in Section 2(f) of the Purchase Act. This finding is not in challenge and infact cannot also be challenged in view of the agreement by the Corporation with the respondent firm for purchase of medicines ; manufactured by it in terms of the provisions of the Purchase Act. Therefore, the respondent firm being a small scale industry is entitled to all the protection and benefits conferred by the Act of 1993. The interest on delayed payment is admissible to the respondent firm as held by the learned Civil Judge in the impugned judgment. We do not find any infirmity in the decree in so far as it relates to the amount due as principal and the amount payable as interest. 14. In the result, the appeal is dismissed with costs. Appeal dismissed