JUDGMENT Rajiv Sharma J. - Heard counsel for the parties. This revision has been filed by the Commissioner, Trade Tax, against the judgment and order dated September 24, 2001 passed by the Trade Tax Tribunal in Appeal No. 6 of 2001 preferred by M/s. Majestic Farm House (P) Ltd. against the order dated November 6, 2000 passed by the Divisional Level Committee, Bareilly Division, Bareilly, whereby the application for exemption was rejected. In short, the facts are that the Majestic Farm House (P) Ltd. (hereinafter referred to as, "the company" for the sake of brevity) is a limited company incorporated under the Indian Companies Act, having its registered office at Ahmedabad. The unit is engaged in manufacture and production of ice cream of different varieties. The company is registered under the U.P. trade tax as well as Central sales tax. The company is established a new unit, which started production on January 24, 1997 and made the first sale on February 8, 1997. The unit filed an application in the requisite format for grant of exemption under section 4A of the U.P. Trade Tax Act, 1948 on July 15, 1997. It is relevant to point out that the company entered into an agreement on January 15, 1997 and January 20, 1997 with one Vadilal International Limited for use of their brand "VADILAL" for the sale of the products of the company. It is said that application for grant of exemption under section 4A of the Act remained pending for more than three years and the same was rejected by an order dated November 6, 2000 passed by the Divisional Level Committee. The Divisional Level Committee came to the conclusion that the unit of the opposite - party is an extension to the existing unit. It further considered the fact that new unit established by the opposite - party - company was subsequently taken over by Vadilal Industries Ltd., on September 22, 1997. In appeal, the Tribunal while setting aside the order passed by the Divisional Level Committee held that undue weightage to the SIB Survey Report has been given ignoring the report dated July 30, 1999 prepared by Sri R. B. Yadav, Assistant Commissioner (Assessment), Bareilly. The Divisional Level Committee erred in not considering the fact that both the units were separate and were not situated in one premises. The Divisional Level Committee erred in not considering the fact that both the units were separate and were not situated in one premises. They were also manufacturing different varieties of ice-cream with different code numbers. The learned standing counsel, appearing for the revisionist has contended that in view of the provision of section 4A(2)(i), "new unit" means a factory or workshop whether set up by a dealer already having an industrial unit manufacturing the same goods at any other place in the State or an industrial unit manufacturing any other goods on or adjacent to the site of an existing factory or workshop; but does not include any factory or workshop established on, or adjacent to the site of an existing factory or workshop manufacturing the same goods or; any addition to or extension of an existing factory or workshop. He further submits that on survey it was found that the unit of the opposite party was manufacturing the same goods and was situated in the same premises in which Vadi Lal Industries Ltd., exists, hence the unit does not come under the category of "new unit" as has been defined in section 4A, sub-section (6), Explanation (i)(d) of the U.P. Trade Tax Act, 1948. Thus, it has been established that the unit, which has been established for the manufacturing of ice-cream/ice-candy is nothing but an addition to the old unit of Vadi Lal Industries Ltd. Counsel for the revisionist further submits that the above assessing authority as also the Divisional Level Committee was fully justified in not granting the eligibility certificate for exemption from payment of tax under section 4A of the U.P. Trade Tax Act and the same does not suffer from any illegality or infirmity of law and the order passed by the Divisional Level Committee was fully justified and was not open for judicial review by the learned Appellate Tribunal as no illegality or infirmity was caused to the opposite party. He submits that the Divisional Level Committee consists of Divisional Commissioner, Deputy Commissioner (Trade Tax) and Additional Director of Industries and the decision to grant eligibility certificate for exemption from payment of tax is purely subject-matter and jurisdiction of the Divisional Level Committee but the Tribunal in reversing the said finding has exceeded in its jurisdiction and passed the impugned order. Counsel for the revisionist further submits that even if the opposite - party was aggrieved by the decision of the Divisional Level Committee, the matter ought to have been referred to the State Level Committee and the learned Tribunal has no jurisdiction to decide the matter and ought to have referred it to the State Level Committee for consideration. However, the learned Tribunal has assumed the jurisdiction and has passed the impugned order. Sri S. M. K. Chaudhary, learned counsel, appearing on behalf of the opposite party, submitted that a new unit was established in pursuance to the conditions enumerate in the notification dated March 31, 1995 issued by the State Government under section 4A of the U.P. Trade Tax Act. The opposite party - company purchased a plot of land situate at D-23, Parsakhera, Bareilly from U.P. Financial Corporation. After purchasing the said land, it purchased new machinery and obtained registration as a small-scale industry from the Industries Department as well as a registration under the Factories Act. A copy of the said registration certificate has been filed as annexure CA-2 to the counter-affidavit. The Central excise licence was granted by the Central excise authorities to the opposite party - company apart from other licences and ESI No. under the ESI Act, 1948. After construction of the factory building on the land, namely, D-23, Parsakhera, Bareilly from UPFC, the new machineries were installed and the production was started on January 24, 1997. Counsel for the opposite party submits that in the revision, the main ground taken by the Department is that the new unit of the opposite party - company situates at D-23, Parsakhera, Bareilly is adjacent to the other unit at D-24, Parsakhera, Bareilly owned by Vadilal Industries Limited, hence it is not a new unit under section 4A of the Act. Vadilal is a separate company incorporated under the Companies Act, while the dealer - opposite party is a separate company incorporated under the Indian Companies Act. Since the Sales Tax Department itself has granted separate registration to the opposite party - company, which is a separate juristic entity as a dealer, hence the factory set up by the opposite party comes within the purview of "new unit" as defined in the Explanation (2) to section 4A. Since the Sales Tax Department itself has granted separate registration to the opposite party - company, which is a separate juristic entity as a dealer, hence the factory set up by the opposite party comes within the purview of "new unit" as defined in the Explanation (2) to section 4A. Before dealing with the merits of the case, it would be appropriate to refer the definition of "new unit" as defined in Explanation (2) to section 4A(6) of the U.P. Trade Tax Act, which is as under : "'New unit' after March 31, 1990 means a factory or workshop set up by a dealer after such date and satisfying the conditions laid down under this Act or Rules or notifications made thereunder with regard to such factory or workshop and includes an industrial unit manufacturing the same goods at any other place in the State or an industrial unit manufacturing any other goods on or adjacent to the site of an existing factory or workshop. ..." The Full Bench of the Trade Tax Tribunal has found as a fact on the basis of the material on record that there was no merger order of the two companies, namely, Majestic Farm House Private Limited and Vadilal Industries Ltd., and only the manufacturing unit was transferred on September 23, 1997 by the opposite party - company to Vadilal Industries Ltd. It has also been held that the observation of the Divisional Level Committee that the opposite party - company exists only on paper is based on no material on record, completely overlooking the registration granted by the Trade Tax Department, the assessment order passed by the assessing authority in the name of the opposite - party and in fact the various organisations of the State Government as well as Central Government have treated the opposite party as a separate juristic person and have also granted the necessary registration and licence, as required under the law. The Full Bench of the Trade Tax Tribunal has relied upon the report dated July 30, 1999 of the Assistant Commissioner (Assessment I), Trade Tax, Bareilly and after going through the said report, the findings of fact were recorded by the Tribunal while deciding the appeal, as quoted below : "We feel that the above quoted exhaustive report of the Assistant Commissioner (Assessment) ought to have dispelled many doubts raised in the mind of the DLC before giving a finding that M.F.H. was only existing on paper for purposes of tax evasion. The M.F.H. never ceased to exist and remained as a juristic person for all purposes of intent. The mere fact that both units had common marketing agent and manufacture sale targets were commonly prepared, would not be enough to hold that M.F.H. has lost its separate entity and has become the property of existing unit V.I.L. Therefore, M.F.H. cannot be treated, under law, as an addition or extension of the existing unit (V.I.L.)." It may be mentioned that the Tribunal, which is a last fact-finding authority, after perusing the entire record and appreciating the evidence on record, has recorded a finding of fact that the two units, namely, one belonging to Vadilal Industries Limited and the other established by the opposite - party are situated on separate plots and were not situated in one premises. Further, the product manufactured by both the units were not identical, but of different varieties. Therefore, the Tribunal has rightly come to the conclusion that the opposite party is entitled for the eligibility certificate. From the record, it is established beyond that the company of the opposite party never seized to exist and it cannot be treated as an addition or extension unit of Vadilal Industries. Both the companies are owned by two distinct persons. In M.K. Vinyl Pvt. Ltd. v. Divisional Level Committee [1996] UPTC 1114, it has been observed that if the two companies are distinct juristic persons, they cannot be covered by exclusion clause and the new unit established by the company cannot be denied the benefit of exemption. In Kumar Oil Mills (Pvt.) Ltd. v. State of U.P. [1996] 102 STC 94 (All); [1996] UPTC 305, a Division Bench of this court while dealing with the question as regard to one person being Director of two companies held as under : "... In Kumar Oil Mills (Pvt.) Ltd. v. State of U.P. [1996] 102 STC 94 (All); [1996] UPTC 305, a Division Bench of this court while dealing with the question as regard to one person being Director of two companies held as under : "... In view of the Explanation added by the U.P. Act No. 28 of 1991 to section 4A unless it is established that the petitioner - company as such has interest in the existing unit, exemption under section 4A cannot be denied to the petitioner - unit. If one of the Directors of the petitioner - company owns the existing unit, it cannot be said that the petitioner - company had interest in the existing unit. Sri Shanti Swarup Goel, one of the Directors of the petitioner - company, owned the existing unit and, therefore, true factual position is that only the said Director has interest in the existing unit and not the petitioner - company as such. ..." In the instant case, it is not disputed that the company of the opposite - party is situated at plot No. D-23, Parshakhera Industrial Area, Bareilly, whereas Vadilal Industries Ltd., is situated at plot No. D-24, Parshakhera Industrial Area, Bareilly, which is owned by U.P.S.I.D.C. In the report of Shri R. B. Yadav, Assistant Commissioner, it has come on record that the companies are maintaining separate production books, account books and excise record. It is also not disputed that the directors in both the units were separate and both the units are manufacturing different varieties of ice-creams bearing different code numbers. The revisionist has failed to establish that the director of the company who owned the existing unit controlled the unit themselves and the unit of opposite - party is nothing, but one man show of the one director. It is settled law that exemption can only be denied when the company, as a whole, has interest in other units, which is missing in the instant case. In view of above discussions, I find no infirmity and illegality in the impugned judgment. Consequently, the revision fails and is hereby dismissed.