Judgment

SHAH, J. : M/s. Phelps and Company Ltd., was registered as a private limited company on September 30, 1939 to carry on the business of "Clothiers and Tailors". On March 21, 1952 under an order made under S. 11(4) of the Indian Companies Act, 1913 the name of the Company was altered to Messrs. Associated Clothiers Ltd. On the same day a company styled "Messrs Phelps and Co. Ltd" was incorporated. By a written agreement also of the same date the appellant Company agreed to transfer its assets and liabilities to Messrs. Phelps and Co. Ltd., in consideration of allotment of shares of the value of Rs. 12,30.000 of Messrs. Phelps and Co. Ltd., and Rs. 23,291-10-5 payable in cash, and Messrs. Phelps and Co. Ltd., taking, over liabilities of the appellant Company of the aggregate amount of Rs. 6,05,601-0-6. Under the terms of the agreement the appellant Company purported to transfer seven items of property described in the Schedules annexed to the deed : one of the properties so agreed to be transferred was described in the second schedule - a building at Cannaught Place, New Delhi, valued at Rs. 2,24,673 No deed of conveyance was executed in pursuance of the agreement. It is, howe