Hon’ble Sudhir Agarwal, J.—In both these writ petitions, assessments made by Deputy Commissioner, Commercial Tax, Sector-13, Noida (hereinafter referred to as the “Assessing Officer) are under challenge on the ground that the same are wholly without jurisdiction and, therefore, a nullity.

2. In Writ Petition No. 657 of 2014, assessment relates to year 2011-12 while in connected Writ Petition No. 465 of 2016 it relates to Assessment Year 2012-13.

3. Facts are common, hence for the purpose of reference to pleadings, with the consent of learned counsel for the parties, Writ Petition No. 657 of 2015 is taken as leading case.

4. The facts as pleaded by petitioner are that, it is a Corporation registered in Netherland, being P.O. Box No. 717444, 1008, DE Amsterdam, the Netherlands. It is engaged in the business of franchising Domino Pizza Stores. Such stores specialize in business of sale of pizza, feature carry out, delivery services and operate a uniform business format, specially designed equipment, recipes, methods procedures and designs. It entered into a licence agreement dated 17.4.2007 with Dominos IP Holder LLC, a limited liability company, organized under the State of Delaware, United States of America. Under the said agreement, Dominos IP Holder LLC provided to petitioner, right to grant franchises for Dominos Pizza Stores including right to licence, use of trademark “DOMINOS PIZZA”, in certain areas, outside United States of America. Accordingly, petitioner entered into a Master Franchise agreement dated 23.9.2009 (hereinafter referred to as the “Franchise Agreement”) with M/s Jubilant Foodworks Ltd. (hereinafter referred to as the “JFL”) to develop and operate Dominos Pizza Stores and to grant sub-franchise of Dominos Pizza Stores in India, Nepal, Bangladesh and Srilanka. The franchise agreement dated 23.9.2009 was executed in Netherland. In lieu of grant of such franchise, JFL was paying consideration, equivalent to 3% of total sales, made in stores, as “Royalty” to petitioner. JFL is also paying applicable “Service Tax” on Royalty amount, paid to petitioner, under category of “franchise service” under Section 65(105(zze) of Finance Act, 1994, under reverse charge mechanism.

5. Respondent-3, however, issued a show-cause notice dated 25.3.2015, directing petitioner to produce books of accounts alongwith other relevant material for Assessment Year 2011-12. Notice was issued on premises that JFL is using trademark of petitioner, therefore, Royalty paid by it on sale of manufactured goods is taxable under U.P. Value Added Tax Act, 2008 (hereinafter referred to as the “VAT Act, 2008”).

6. Petitioner replied notice on 22.4.2015 stating that notice is without jurisdiction since agreement between petitioner and JFL was executed outside India, therefore, Respondent-3 has no jurisdiction to levy tax on transaction executed outside India. Respondent-3, however, passed Assessment Order dated 30.4.2015 holding petitioner liable to pay VAT and assessed tax liability for Assessment Year 2011-12 to Rs. 30,67,057/-. Consequently demand notice dated 1.7.2015 was issued by Respondent-4 directing petitioner to deposit Rs. 30,67,057/-.

7. For Assessment Year 2012-13, which is subject-matter of connected Writ Petition No. 465 of 2016, show-cause notices were issued on 14.3.2016 and 21.3.2016 and thereafter assessment order was passed on 31.3.2016 assessing tax liability to Rs. 4,63,289/-.

8. These assessment orders have been challenged on the ground that entire proceedings are wholly without jurisdiction.

9. The principal contention is that incidence of tax is on ‘dealer’ and levy of tax is, “sale and purchase of goods”. Term ‘’dealer’ is defined under Section 2(h) of VAT Act, 2008 which includes any person who carries on business of transfer of right to use any goods for any purpose (whether or not for a specified period) for cash or for deferred payment or other valuable consideration in State of U.P. It is said that only when tra