Judgment (Per: Hon'ble P.C. Verma, J.) This revision under Section 11 of U.P. Trade Tax Act, 1948 (hereinafter referred to as the Act) has been filed against the judgment and orders dated 31-10-2003 and 18-10-2004 passed by the respondent Nos. 1 & 2 respectively, by which the exemption granted to the Unit/revisionist by Joint Director (Industries), Pauri Garhwal through office memorandum No. 1907-12 dated 09-08-2002 was cancelled 2. The case of the revisionist, in brief is that the revisionist is a Private Limited Company and is engaged in manufacturing and sale of M.S Ingots. Prior to it, the earlier unit was being run in the name and style of M/s Vaibhav Steels Pvt. Ltd. In default of payment of loan borrowed by it from the U.P. Finance Corporation (U.P.F.C.), the U.P.F.C. proceeded under Section 29 of the State Financial Corporation Act and the unit was auctioned by the U.P.F.C. on "as is where is" and the revisionist purchased the same with the entire land, building, plant and machineries i.e. the composite unit for a consideration of Rs. 50.25 lacs. The earlier Unit M/s Vaibhav Steels Pvt. Ltd. was granted exemption for a period of 12 years from 29-02-1996 to 28-02-2008 under Section 4-A of the Act. The eligibility certificate dated 21-02-2000 issued in this respect to M/s Vaibhav Steels Pvt. Ltd. has been annexed as Annexure - 2 to this writ petition. Under the provisions of Section 4-A of the Act read with Rule 25 of the U.P. Trade Tax Rules a Divisional Level Committee has been prescribed to be an authority competent to grant exemption from trade tax by issuing eligibility certificate to the unit. The revisionist was assured while purchasing the unit that all the facilities which are available to the unit being owned by M/s Vaibhav Steels Pvt. Ltd. shall be applicable to the revisionist also. After taking possession of the unit from the U.P.F.C. the revisionist submitted an application for exemption from payment of trade tax for the remaining period and the Joint Director of Industries, who was also the convener of the Divisional Level Committee, issued an office memorandum dated 09-08-2002 granting the exemption to the unit for the. remaining period w.e.f. 06-08-2002. After taking possession of the unit from the U.P.F.C. the revisionist submitted an application for exemption from payment of trade tax for the remaining period and the Joint Director of Industries, who was also the convener of the Divisional Level Committee, issued an office memorandum dated 09-08-2002 granting the exemption to the unit for the. remaining period w.e.f. 06-08-2002. Having been provided the exemption from trade tax, the revisionist did not charge the full tax from the customers and only the portion of the tax as applicable was realized from the customers. The respondent No.1 issued a show cause notice dated 17-02-2003 in exercise of powers under Section 4-A(3) of the Act to the revisionist and the revisionist submitted the reply to the said show cause notice on 26-05-2003 through his counsel, replying all the points raised in the show cause notice. It was also stated in the reply that the power of the Commissioner is confined only to the extent of Section 4-A(3) of the Act and it cannot travel beyond that. After the receipt of the reply of the show cause notice, Commissioner, Trade Tax vide its order dated 31-10-2003 cancelled the order dated 09-08-2002 issued by the Joint Director (Industries), Pauri Garhwal. 3. The revisionist preferred an appeal before the Trade Tax Tribunal against the order dated 31-10-2003 passed the Commissioner, Trade Tax on the ground that if the Commissioner Trade Tax was disagreed with the eligibility certificate, the only course open for the Commissioner was to prefer an appeal before the Tribunal or to refer the matter back to the State Level Committee as provided under Rule 25(3)(d) of the Rules within the time stipulated therein. In the appeal, the Tribunal granted the stay order in favour of the revisionist till the disposal of the appeal. The Tribunal dismissed the appeal of the revisionist, vide impugned order dated 18-10-2004 holding that the Commissioner has rightly exercised the powers under Section 4-A(3) of the Act cancelling the exemption to the unit /revisionist. 4. Aggrieved by the impugned orders dated 31-10-2003 and 18-10-2004 passed by the respondent Nos. 1 & 2 respectively, the revisionist has come up in this revision. 4. Aggrieved by the impugned orders dated 31-10-2003 and 18-10-2004 passed by the respondent Nos. 1 & 2 respectively, the revisionist has come up in this revision. While admitting the revision, the following question of law was framed by this Court for consideration :- "Whether the exemption which was granted to a unit, can be cancelled merely on ground of change of ownership of the unit?" 5. By was of supplementary affidavit the revisionist has filed the photostat copies of agreement executed in the month of April 2002 between Director, MIs Sumo Steels and U.P.F.C, sale deed dated 22.05.2003 executed by U.P.F.C. in favour of Director, MIs Sumo Steels. 6. The respondent contended that the earlier Unit M/s Vaibhav Steels (Pvt.) Ltd. had failed to repay the loans borrowed from U.P.F.C. The U.P.F.C. had proceeded for auction and had sold in auction some plant and machinery viz induction furnace, Air Compressor Dies and Moulds weight Bridge etc. to M/s Sumo Steels (Pvt.) Ltd. after a consideration of Rs. 50.25 lacs in April 2002. The revisionist unit was registered under UA Trade Tax, vide registration No. KD 0040862 w.e.f. 15.5.2002 and established on the site of earlier unit M/s Vaibhav Steels but it had not purchased the unit from earlier unit directly. It is also alleged that there is an arrear of Rs. 31.80 lacs of Trade tax on earlier unit M/s Vaibhav Steels Pvt. Ltd. but M/s Sumo Steels Pvt. Ltd. has snot owned the liability of the payments as arrears of the earlier unit. The revisionist claims to be the successor of the earlier unit. Its claim of being a successor manufacturer was rejected and order under Section 4A(3) was passed by the Commissioner Trade Tax. It is also alleged that the revisionist is auction purchaser and is not a transferee. The revisionist not being successor manufacture is not entitled to any benefits I concession given to any manufacturer under Section 4-A of the Act. Transfer of the land, building and machinery is not transfer of business. Auction purchaser has independent right on the goods purchased. The order was passed by the Commissioner, Trade Tax dated 31-10-2003 after giving the opportunity of being heard to the party. 7. We have heard the leaned counsel for the parties and perused the record. Transfer of the land, building and machinery is not transfer of business. Auction purchaser has independent right on the goods purchased. The order was passed by the Commissioner, Trade Tax dated 31-10-2003 after giving the opportunity of being heard to the party. 7. We have heard the leaned counsel for the parties and perused the record. The undisputed facts are that land, plants and machineries were purchased by the revisionist in the auction proceedings held by U.P. Finance Corporation (UPFC) in totality, evidence of which is on record i.e. the sale deed and document of transfer of possession. These documents clearly show that there was a complete transfer of title and ownership of entire unit. 8. It is also not disputed that the transferor manufacturer was granted exemption under Section 4-A from the date of its production for 12 years. The unit was sold and transferred in entirety and the revisionist succeeded the former manufacturer after the execution of sale and transfer of possession. 9. We may proceed to examine sub-section (2-B) of Section 4-Aof the Act and Rule 25 of Uttaranchal Trade Tax Rules, 1948. Sub-section (2-B) of Section 4-Areads as under:- "If there is discontinuation of business, within the meaning of sub-section (1) of Section 18, of the manufacturer who was eligible for exemption from or reduction in rate of tax under sub-section (1) whether such exemption from or reduction in rate of tax was already granted or not, and if he is succeeded by another manufacture, by means of sale, licence, contract, lease, managing Agency or in any other manner, such successor manufacturer may, subject to the provisions of sub-section (3) apply to the officer competent to grant eligibility certificate under clause (d) of sub-section (2), within sixty days of such succession, for grant, under this section, of exemption from or reduction in rate of tax for the unexpired portion of the period for which exemption from or reduction in the rate of tax was or could be granted to the former manufacturer. Provided that the aforesaid officer may, in its discretion and for adequate and sufficient reasons to be recorded in writing, entertain an application moved within six months of the date of the expiration of the period specified in this sub-section. Provided that the aforesaid officer may, in its discretion and for adequate and sufficient reasons to be recorded in writing, entertain an application moved within six months of the date of the expiration of the period specified in this sub-section. Provided further that such manufacturer and successor manufacturer for the propose of liability of tax shall be treated as the transferor and the transferee under Section 3-C. Provided also that in computing the unexpired portion of the period, the period during which the production of successor manufacturer remains closed on account of an order passed by any Court or Board for Industrial and Financial Reconstruction or Appellate Authority or Industrial and Financial Reconstructions shall be excluded". 10. The discontinuation of business was there on account of non-repayment of loan and the possession of the unit first taken over from the manufacturer by UPFC under Section 29 of the U.P. State Financial Corporation Act and the revisionist succeeded former manufacturer and applied to the officer competent to grant eligibility certificate under Clause (d) of sub-section (2) within sixty days of the successor unit for grant of exemption of unexpired period form the date of start of production by the successor manufacturer which was duly entertained under the first proviso by the competent officer. By virtue of second proviso the former manufacturer was treated as transferor and the successor manufacturer was treated as transferee. 11. The grant of exemption certificate for the unexpired portion of period, of which exemption was granted, is subject to sub-section (3) of Section 4-A of the Act. By virtue of second proviso the former manufacturer was treated as transferor and the successor manufacturer was treated as transferee. 11. The grant of exemption certificate for the unexpired portion of period, of which exemption was granted, is subject to sub-section (3) of Section 4-A of the Act. Sub-section (3) of Section 4-A reads as under :- "(3) Where the Commissioner is of the opinion that the facility of exemption from or reduction in the rate of tax obtained on the basis of an eligibility certificate referred to in Clause (d) of sub-section (2) or on the basis of any eligibility certificate issued under any executive orders of the Government issued before or after September 13, 1985 has been misused in any manner whatsoever or there is any legal or factual error in issuing such Eligibility Certificate or that the new unit has committed breach of any of the conditions, subject to which the facility of exemption from, or reduction in the rate of tax was granted or that the new unit to which the eligibility certificate has been granted in accordance with the provisions of this Act is not entitled to facility under this section or is entitled to such facility for a lesser period or from a different date he may, by order in writing passed before .or after the expiration of the period of exemption or reduction cancel or amend the eligibility certificate from a date specified in the order and such date may be prior to the date of such order, ~o however, that in cases of misuse or breach, the cancellation of eligibility certificate shall have effect not before the date of such misuse or breach: . Provided that no order under this sub-section shall be passed without giving the dealer a reasonable opportunity of being heard." 12. Under sub-section (3) of Section 4-A the Commissioner is competent to cancel the licence if there is any legal error in issuing eligibility certificate after giving reasonable opportunity of being heard. The Commissioner cancelled the eligibility certificate of the revisionist on the ground of illegality that the certificate ought to have been processed and approved then could have been granted by the officer competent to grant it. This view was affirmed in the appeal. 13. The eligibility certificate is to be granted according to the procedure prescribed. The Commissioner cancelled the eligibility certificate of the revisionist on the ground of illegality that the certificate ought to have been processed and approved then could have been granted by the officer competent to grant it. This view was affirmed in the appeal. 13. The eligibility certificate is to be granted according to the procedure prescribed. Procedure prescribed means prescribed by the Rule, which is contained in Rule 25 of Uttaranchal Trade Tax Rules, 1948. Rule 25 of the said Rules is reproduced here as under:- "25. Grant of eligibility certificate.- (1) (a) The application for grant of eligibility certificate by a new unit or a unit which has undertaken expansion, diversification backward integration or modernization shall be submitted in From No. ST-XLVI (in six copies in case of units with a fixed capital investment upto rupees 5 lakhs and in eight copies in case of units with as fixed capital investment exceeding rupees five lakhs), to the General Manager, District Industries Centre of the district in which the unit is situated and in the case of unit situated in any Industrial Development Authority Area to the Area Development Officer (Industry) of the said Authority. (b) The General Manger, District Industries Centre or the Area Development Officer (Industry) of the concerned Industrial Development Authority may require the unit to furnish any additional information within 60 days of the receipt of an intimation in this regard. (c) If the application is incomplete or does not contain the required information the unit may be asked to complete the application or furnish the required information within 60 days of the receipt of an intimation in this regard. If the unit fails to complete the application or furnish the required information or the additional information mentioned in Clause (b) within the prescribed time, the date on which the application is completed or the information or the additional information is furnished shall be treated as the date of application of such unit. (2) The State Government may constitute the following committees for the disposal of application for grant of eligibility certificate: (1) Secretaries, Committee. (2) State Level Committee. (3) Divisional Level Committee. (4) Divisional Level Industrial Development Authority Committee. (5) District Level Committee. (6) District Level Industrial Development Authority Committee. (3) (a) The application of the units within a fixed capital investment upto Rs. (2) State Level Committee. (3) Divisional Level Committee. (4) Divisional Level Industrial Development Authority Committee. (5) District Level Committee. (6) District Level Industrial Development Authority Committee. (3) (a) The application of the units within a fixed capital investment upto Rs. 5 lakhs shall be disposed of by the District Level Committee or, as the case may be, by the District Level Industrial Development Authority Committee. (b) The application of the units having a fixed capital investment exceeding Rs. 5 lakhs shall be disposed of by the Divisional Level Committee or, as the case may be, by the Divisional Level Industrial Development Authority Committee. (c) If the application of a unit is rejected such unit may submit an application for review to the same committee, within 30 days of the receipt of information of such rejection. The said committee after examining the relevant records and after giving a reasonable opportunity to the unit of being heard, shall decide the review application. (d) If there is a difference of opinion on any matter among the members of the committee mentioned in clauses (a) and (b) the matter shall be referred to the State Level Committee. The said committee shall, after examining the relevant records and after giving, if necessary, an opportunity to the unit of being heard, shall decide the matter. (e) If there is difference of opinion among the members of the State Level Committee the matter shall be referred to the Secretaries' Committee. The said Committee shall, after examining the relevant records and after giving, if necessary, an opportunity to the unit of being heard, decide the matter. (f) The eligibility certificate in respect of the units having fixed capital investment upto Rs. 5 lakhs shall be issued under the signature of General Manager, District Industries Centre or, as the case may be, the Area Development Officer (Industry) of he concerned Industrial Development Authority. The eligibility certificate of units with a fixed capital investment exceeding Rs. 5 lakhs shall be issued under the signature of Additional or Joint Director of Industries of the range or, as the case may be, Joint Director or Additional Director (Industries) of the concerned Industrial Development Authority. (4)(1) The application of the units shall be disposed of by the different committees constituted under sub-rule (2) within three months after receiving the report of Trade Tax Department. (4)(1) The application of the units shall be disposed of by the different committees constituted under sub-rule (2) within three months after receiving the report of Trade Tax Department. (2) (a) lf such application is not disposed of by the committee within the prescribed period, the committee shall loose the right of disposal of such application. (b) If such application is pending before the District Level Committee or the District Level Industrial Development Authority Committee it shall be disposed of the Divisional Level Industrial Development Authority Committee respectively. (c) If such application is pending before the Divisional Level Committee or the Divisional Level Industrial Development Authority Committee it shall be disposed of the State Level Committee not withstanding anything contained in clause (d) of sub rule (3)." 14. The exemption to an individual unit is to be granted under the notification issued by the State Government under sub-section (1) of Section 4-A specifying in the notification goods manufactured under sub-section (2) of Section 4-A of the Act, if the unit fulfils other conditions for grant of eligibility certificate. An application under Form No. ST-XLVI in six copies in case of units with a fixed capital investment upto rupees 5 lakhs and in eight copies in case of units with a fixed capital investment exceeding rupees five lakhs to the General Manager, District Industries Centre of the district in which the unit is situated and in the case of unit situated in any Industrial Development Authority Area to the Area Development Officer (Industry) of the said Authority. The said application is to be disposed of by the Committee constituted under sub-rule (2) of Rule 25 and eligibility certificate shall be issued under the signature of General Manager, District Industries Centre or as the case may be the Area Development Officer (Industry) of the concerned Industrial Development Authority of the units having fixed capital investment upto Rs. 5 lakhs. 15. The eligibility certificate of the units exceeding Rs. 5 lakhs shall be issued under the signature of Additional or Joint Director of the concerned Industrial Development Authority. Thus, there is clear cut distinction between the authorities competent to issue the certificate and authorities empowered to receive application and calling of further details. 16. 5 lakhs. 15. The eligibility certificate of the units exceeding Rs. 5 lakhs shall be issued under the signature of Additional or Joint Director of the concerned Industrial Development Authority. Thus, there is clear cut distinction between the authorities competent to issue the certificate and authorities empowered to receive application and calling of further details. 16. Sub-section (2-8) of Sec. 4-Aof the Act requires the successor manufacturer to apply to the officer competent to grant eligibility certificate under Clause (d) of subsection (2) which provides that such officer in accordance with the procedure "as may be prescribed". . 17. Under Clause (f) of sub-rule (2) of Rule 25 the officer competent to issue the certificate is prescribed. Sub-section (2-8) of Section 4-A of the Act does not require the successor manufacturer to apply to the officers mentioned in Clause (b) of sub-rule (1) of Rule 25. 18. Sub-section (2-8) of Sec. 4-A of the Act deals with two conditions, firstly, where the exemption certificate has already been granted to the transferor unit, secondly, where the exemption could be granted to the successor manufacturer and has not been granted. The legislatures have specifically provided for making an application to the officer competent to grant eligibility certificate under Clause (d) of Sub-section (2) of Sec. 4-A with obvious reasons, where the eligibility certificate has already been granted on the decision of the committee referred in sub-rule (2) of Rule 25 in favour of transferor Company, the officer competent to grant the eligibility certificate shall compute the unexpired portion of period during which the production was closed and after computing that period the certificate shall be issued by the officer competent to grant the eligibility certificate in favour of transferee / successor manufacturer for the unexpired period from the date of production by the transferee / successor manufacturer as the eligibility certificate was granted to the transferor manufacturer in accordance with the procedure prescribed and in such cases the application need not be referred to the committee for considering and disposing of application for grant of eligibility certificate by the committee referred in Sub-rule (2) of Rule 25 of the Rules. In the second category of cases where the eligibility certificate could be granted to the successor manufacturer, and was not granted in favour of transferor manufacturer, the application received under subsection (2-8), the officer shall send the application to the committee referred under sub-rule (2) of Rule 25 and committee shall dispose of application as per Sec. 4-A in accordance with Rule 25 of the Rules as the words "could be granted" refers to the scrutiny of application for grant of eligibility certificate and to arrive at a decisions as to whether the exemption should be granted or not. The officer referred in sub-rule (f) of Rule 25 shall issue certificate on decision of committee only and not otherwise. 19. Here in the present case since the eligibility certificate was granted, in favour of the transferor manufacturer, therefore, the officer competent to grant eligibility certificate was required under sub-section (2-8) of Section 4-A of the Act to compute the unexpired portion of the period and grant the exemption certificate for unexpired period as there was already approval of the committee in favour of unit. 20. Thus, the certificate issued by the Joint Director (Industries) in the present case was perfectly legal and valid. The view taken by the Commissioner, Trade Tax as well as Appellate Tribunal is contrary to the clear provision of law contained in sub-section (2-8) of Section 4-AoftheAct read with Clause (f) of sub-rule (3) of Rule 25 of the Trade Tax Rules. 21. Accordingly, the question is answered in favour of revisionist and the revision is allowed. The order of the Commissioner, Trade Tax, Uttaranchal as well as the Appellate Tribunal is set aside. The grant of eligibility certificate by the Joint Director (Industries), Pauri Garhwal is upheld.