Business as a whole under Rule 44(e) covers sale of a distinct unit even without transfer of land, building, or goodwill.

The phrase "business as a whole" under Rule 44(e) was construed to refer to the business of a distinct unit, not necessarily an entire multi-business industrial house. Sale of one separately functioning leather unit in its entirety could therefore qualify for the exception even though some land and building at one location were not transferred and goodwill was not conveyed. The decisive point was that the unit's closure did not affect the seller's other continuing businesses. On that basis, the turnover attributable to the sale was outside the taxable turnover, and the tax assessment and appellate orders were set aside.

---

---

Issues: Whether the sale of a distinct leather unit as a whole, though some land and building at one location were not sold and goodwill was not transferred, fell within the exception under Rule 44(e) and was outside the taxable turnover.

Analysis: The decisive question was the scope of the expression "business as a whole". It was construed to mean the business of a particular unit, not the entire industrial house carrying on multiple and independent lines of business under one umbrella. Where one separate unit is sold in its entirety, closure of that unit does not affect other continuing businesses, and the transaction can still qualify as a sale of the business as a whole. The absence of transfer of some land and building did not alter the character of the sale, because a business may operate without owning such property and Rule 44(e) was concerned with the business sold, not with land, building, or goodwill as separate essentials.

Conclusion: The sale of the leather unit was a sale of the business as a whole within the exception under Rule 44(e), and the turnover attributable to that sale was not liable to tax.

Final Conclusion: The revision succeeded and the assessment order and appellate orders were set aside, with consequential refund of the tax deposited, if any.

Ratio Decidendi: The sale of an independently functioning unit of a multi-business industrial house constitutes a sale of the business as a whole for the purpose of the turnover exemption, even if some land, building, or goodwill is not transferred.

---