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2. The assessment year under consideration is 1993-94. We find from the facts narrated that the assessee carried on business in Agro Engine, Light Engineering Components, in Power Genset as well as in two-wheeler. The assessee had factories at Ranipet and Thoraipakkam as well as at Thiruvotriyur. While the Agro Engine business, Light Engineering Components business were carried on at Thoraipakkam and Ranipet units, the factory at Thiruvotriyur is engaged in Motorcycle business.

3. During the year 1995-96, M/s.Royal Enfield Motors Ltd., a unit of Eicher Tractors Limited and the name of the assessee/Royal Enfield Motors Ltd., changed into "Eicher Limited". In the year 1993, the assessee, entered into business transfer agreement with M/s.Greaves Ltd under agreement dated 15.12.1993 for the sale and transfer of its business at Thoraipakkam and Ranipet as going concern for a total consideration of Rs.45 crores subject to variation in the valuation of current assets as on the effective date of transfer -31.01.1994. The agreement contemplated the transfer of business in the manufacture of Agro-engines, Gen set at Thoraipakkam along with land and building and the business in Light Engineering components unit located at Ranipet Unit. In the revised return filed on 20.05.1994, the assessee claimed exemption on the consideration received viz., on a sum of Rs.44,67,88,548/-. In the transfer of three lines of business, the assessee had stated that it had transferred lock, stock and barrel of the trade and the consideration included non-compete fee in the said consideration to M/s.Greaves Ltd., and the assessee retained the business in two-wheeler in Thiruvotriyur alone.

18. Keeping the law declared by this Court reported in 39 STC 325 in the case of Deputy Commissioner (C.T.) Coimbatore Vs. K.Behanan Thomas in this background and looking into the facts and the contract entered into between the parties, it is clear that the contemplation of the parties herein was the transfer of two units engaged in the manufacture of Genset, Agro Engine, Light Engineering components. The assessee was having business in Light Engineering Components at Ranipet; Genset and Agro-Engine were manufactured at Thoraipakkam. The Agreement entered into between the parties dated 15.12.1993 pointed out that the assessee had agreed to sell and transfer and sale the entire business undertaking at Ranipet, which included the leasehold land, buildings, furnitures, fixtures, office equipment and existing infrastructure etc, Machinery and equipment as specified in Schedule A3 and A4 situate therein. The agreement pertaining to the running business viz., Light Engineering components, contemplates the sale of entire business including drawings, designs etc therefor, Mitsubishi Engines/Household Generator sets; all Toolings, fixtures, gauges, instruments, moulds and dies. Clause - 1 of the agreement specify the sale of Ranipet Unit in entirety as the subject matter of transfer. Clause 2 of the agreement also specified the transfer as regards the Thoraipakkam Undertaking in entirety.

19. A reading of the clauses in the appeal show that apart from the land and building, furnitures/fixtures, entire manufacturing equipments comprised in Ranipet Undertaking and Thoraipakkam Undertaking including leased assets, toolings, fixtures, gauges, instruments, moulds and dyes, developed R & D of the Ranipet and Thoraipakkam Undertaking products, drawings, available trade marks, process sheets, available patents, available collaboration agreements, dealership network, dealer and vendor contracts etc., including Research and Development and other intangibles accrued to the products would stand transferred to the purchaser.

22. In the background of various clauses given, the only ground for the rejection of the claim of the assessee by the Revenue was the separate value given to immovable and movable assets, intangible and tangible assets. We do not find any ground to accept this reasoning of the Revenue. The bifurcation of the price would not in any manner go against the intention of the parties viz., sale of entire unit at Thoraipakkam and Ranipet in favour of the purchaser and going by the various terms of the agreement, we do not find any justifiable ground to accept the submission of learned Government Advocate appearing for the Revenue that the sale consideration would form part of the turnover. It is the case of the assessee that after entering into the agreement and till the Effective Date of Transfer, the assessee continued its business at Thoraipakkam and Ranipet. It is not denied by the Revenue that after entering into the agreement on and from the Effective Date of Transfer, the assessee ceased to carry on the business that was carried on at Ranipet and Thoraipakkam. The non-compete fee clearly pointed out the contention of the parties too. In the background of the above facts and applying the decision reported in 39 STC 325 (Deputy Commissioner (C.T)., Coimbatore Vs. K.Behanan Thomas) as well as the decision reported in 51 STC 278 (Monsanto Chemicals of India (P) Limited Vs. The State of Tamil Nadu), when there is transfer of business as a whole even if it be an unit, which in the present case, were two independent units, we do not accept the case of the Revenue that Explanation 3 to Section 2(r) of the Tamil Nadu General Sales Tax Act, 1959 do stood attracted to the assessee.