Judgment :- Radhakrishnan, J. Both these revision petitions arise out of the common order passed by the Kerala Sales Tax Appellate Tribunal, Additional Bench, Kottayam in T.A. 557 of 2003 and TA. 558 of 2003. Following questions of law raised by the revision petitioner for consideration. i) Whether on the facts and circumstances of the case, the Appellate Tribunal was right in law and on facts in holding that the second sale of “CRYPTM” branded confectionery items effected by the petitioner was liable to tax under the KGST Act; ii) Ought not the Appellate Tribunal to have found that the purchases by the petitioner was of branded goods in respect of which the seller too had a right in respect of the use of the brand name and consequently the seller was to be regarded as a brand name holder for the purposes of Section 5(2) of the KGST Act. Assessee is a private limited company engaged in the manufacture of confectioneries under the brand name “Cryptms”. An agreement dated 1-4-1995 was executed between the assessee and M/s. Bristo Foods Pvt. Ltd., cochin to manufacture confectioneries at their Palghat factory using the brand name of the assessee, viz. “Cryptms”. Bristo Foods Pvt. Ltd had agreed to pay royalty to the assessee at the rate of 0.5% of the annual turnover for using the brand name. Agreement also provided for supply of any product manufactured by M/s. Bristo Foods Pvt. Ltd. to the assessee as and when needed by the assessee by allowing a discount of 10% from the net invoice price. By virtue of the agreement dated 1st April, 1995 M/s. Bristo Goods Pvt Ltd. has agreed that they would manufacture confectionaries using the brand name “Cryptms”. Clauses (3) and (5) of the agreement are relevant which we have extracted below: (3) The 1st party has the right to appoint C & F Agencies, Super Stockists, Stockists, Distributors and all other arrangement for marketing and selling the products outside the State of Kerala and to agree terms and conditions with those people for the proper conduct of sales and marketing of the products and the 2nd party will not be responsible for any liability in this account. (5) During the contract period the 2nd party reserves its exclusive right to sell its branded products in kerala market. (5) During the contract period the 2nd party reserves its exclusive right to sell its branded products in kerala market. In case the 2nd party requires any product manufactured by the 1st party, the same will be supplied by the 1st party as and when needed and the 1st party will allow a trade cash discount of 10% from the net Invoice price for such sales, subject to changes if any mutually agreed by the parties concerned. Assessee had claimed exemption as second sales on a turnover of Rs.1,24,51,106,59 and Rs.1,43,96,250.75 during the year 1998-99 and 1999-2000. Assessee had stated that he had purchased goods from M/s. Bristo Foods pvt. Ltd. paying tax under the KGST Act and hence the sale effected by the assessee being second seller in the State, is not liable to tax again under the KGST Act. Assessing Officer held that the assessee being the brand name holder of “Cryptms” is liable to tax under Section 5(2) of the KGST Act on the sales turnover of the products sold under the brand name “Cryptms”. Assessing authority therefore completed the assessment for the above two years disallowing the claim of exemption of second sales. In appeal, the Deputy Commissioner (appeals) also upheld the levy of tax under Section 5(2) of the KGST Act. Matter was then taken up before the Tribunal. Tribunal also concurred with the views of the assessing authority and the commissioner and dismissed the appeal. Aggrieved by the same these revision petitions have been preferred. 2. Counsel appearing for the assessee Sri. Jayasankar contended that assessee had authorised M/s. Bristo Foods Pvt. Ltd to manufacture confectioneries using its brand name and the company had purchased confectionery from M/s. Bristo Foods Pvt. Ltd. which is a registered dealer under KGST Act during 1998-99 and 1999-2000 and that the assessee is a seller of branded items manufactured by the other registered unit and the related sales were only nontaxable second sales and the levy of tax under section 5(2) was illegal. Counsel also submitted, the assessee had transferred the exclusive right to use the brand name to M/s. Bristo Foods Pvt. Ltd. and consequently the first seller who is liable to tax under Section 5 is M/s. Bristo Foods Pvt. Ltd. Further it is also stated, as per Rule 32(13B) of the KGST Rules 1963, if the goods sold by the trade mark holder or brand name holder had suffered tax at the hands of the dealer who sold the goods to such trade mark holder or brand name holder, the tax payable by the trade mark or brand name holder on the sale of goods shall be reduced by the amount of tax paid at such previous point of sale. 3. Learned Spl. Govt. Pleader (Taxes) Sri. Raju Joseph on the other hand, took us through the terms and conditions of the agreement executed between the assessee and M/s. Bristo Foods Pvt. Ltd. and contended that the brand name holder as well as owner of the brand name continues to be the assessee. Agreement is only the arrangement between the parties and will not take away the liability of the brand name holder from paying tax. Counsel submitted assessee itself is the first seller in the State and consequently the authorities below is justified in holding that the assessee is not entitled to get exemption. 4. We may for easy reference extract Section 5(2), 5(2A) and (2B). 5(2) Notwithstanding anything contained in this Act in respect of manufactured goods other than tea which are sold under the trade mark or brand name, the sale by the brand name holder or the trade mark holder within the State shall be the first sale for the purpose of this Act. (2A) Where a dealer liable to tax under subsection (1), sells any goods to a trade mark or brand name holder for sale under a trade mark or brand name, no such dealer shall be liable to pay tax under the said subsection, if he produces the before the assessing authority a declaration in the prescribed form from that trade mark or brand name holder. (2B) Where a trade mark or brand name holder consumes the goods purchased by him under subsection (2A), in the manufacture of other goods or uses or disposes of such goods in any manner otherwise than by way of sale within the State or despatches such goods to any place outside the State otherwise than by way of inter-state sale, such trade mark or brand name holder shall be liable to pay tax on the turnover relating to such purchases for the year irrespective of the quantum of his total turnover.” In order to attract section 5(2) the following conditions are to be satisfied” (i) Sale of manufactured goods other than tea (ii) Sale of the said goods is under a trade mark/brand name and (iii) The sale is by the brand name holder or the trade mark holder with in the State. If the above three conditions are satisfied, the sale by the brand name holder or the trade mark holder shall be the first sale for the purpose of the Act. When we examine the agreement executed between the assessee and the Bristo Foods Pvt. Ltd. and apply section 5(2) it is clear that the assessee has only permitted M/s. Bristo Foods Pvt. Ltd. to manufacture confectioneries using the brand name “Cryptms”. For the user of that brand name Bristo Foods Pvt. Ltd. have agreed to pay 0.5% of the annual turnover as royalty to the assessee. Clause 5 of the agreement stipulates that the assessee shall have exclusive right to sell its branded products in Kerala market. Assessee therefore continued to be the brand name holder of “Cryptms”. Sale of goods is under the brand of “Cryptms” and sale is by the brand name holder, the assessee. By the agreement assessee had only permitted Bristo Foods Pvt. Ltd. to use brand name “Cryptms”. Consequently, in our view, assessee continued to be not only the owner but also the holder of brand name holder of “Cryptms”. Being a brand name holder, the assess is liable to tax under Section 5(2) of the KGST Act on the sale of manufactured goods sold under the brand name “Cryptms”. We are therefore in agreement with the reasoning of the authorities below. 5. Being a brand name holder, the assess is liable to tax under Section 5(2) of the KGST Act on the sale of manufactured goods sold under the brand name “Cryptms”. We are therefore in agreement with the reasoning of the authorities below. 5. Assessee, also raised a contention that the tax payable by the brand name holder should have been reduced by the amount of tax paid at such previous point of sale as provided in Rule 32 (13B) of the KGST Rules, 1963. Rule 32(13B) provides that where for any reason the goods sold by the trade mark holder or brand name holder had suffered tax at the hands of the dealer who sold the goods to such trade mark or brand name holder, the tax payable by the trade mark or brand name holder on the sale of such goods shall be reduced by the amount of tax paid at such previous point of sale. Tribunal had already directed the assessing officer to examine the above claim. Therefore no further direction is necessary on that count. 6. In view of the above mentioned circumstances we find no merit in the revision petitions. Both the revision petitions would stand dismissed.