( 1 ) THIS is an appeal against the judgment and order dated February 21, 1973, passed by T. K. Basu J. , whereby the rule obtained by the respondent on an application under Article 226 of the Constitution was made absolute. According to its case, the petitioner-respondent, a company, was incorporated under the laws of the United Kingdom as a subsidiary of Venesta Ltd. , a company similarly incorporated, for the purpose of acquiring its foil business (hereinafter referred to as " the undertaking ") with an authorised share capital of 100 divided into 100 shares of 1 each. Out of the said shares, 2 shares as fully paid up were issued to Venesta Ltd. and the remaining shares were unissued. By and on the basis of an agreement dated December 31, 1959, the respondent purchased the undertaking as a going concern for consideration and under the terms and conditions mentioned therein. In pursuance of the agreement, the assets were taken over at their book value plus 8,63,000 being the surplus on revaluation of plant and buildings with liabilities and the residue of the consideration was paid and satisfied by the issue to Venesta Ltd. of 98 shares of 1 each of Venesta