bsb IN IN IN THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY THE HIGH COURT OF JUDICATURE AT BOMBAY CIVIL CIVIL CIVIL APPELLATE JURISDICTION APPELLATE JURISDICTION APPELLATE JURISDICTION WRIT WRIT WRIT PETITION NO. 2792 OF 2009 PETITION NO. 2792 OF 2009 PETITION NO. 2792 OF 2009 The Oriental Insurance Co. Ltd. ... Petitioner v/s 1. Orient Longman Ltd. 2. Book Point (INdia) Ltd. 3. Orient Blackswan Pvt Ltd. 4. The Estate Officer ... Respondents Mr.V.Y.Sanglikar for the petitioner. Mr.Kevic Setalvad with Mr.R.M.Jayakar i/by Jayakars for th respondent No.3. CORAM: CORAM: CORAM: SMT.NISHITA MHATRE, J. SMT.NISHITA MHATRE, J. SMT.NISHITA MHATRE, J. DATED: DATED: DATED: 28TH APRIL, 2009 28TH APRIL, 2009 28TH APRIL, 2009 P.C. P.C. P.C.: 1. The petitioner has approached this Court against the order passed by the Estate Officer directing it to carry out amendments in its pleadings in view of the change of name of the respondent No.1 from Orient Longman Ltd. to Orient Blackswan Pvt. Ltd. 2. The petitioner had issued a notice of eviction under Section 4 of the Public Premises (Eviction of Unauthorized Occupants) Act, 1971. During the pendency of the proceedings before the Estate Officer, in respect 2 of that notice, the advocate for the respondent No.1 Orient Longman Ltd. informed the petitioner by letter dated 22.9.2008 that from 1.9.2008 the name of Orient Longman Ltd. was changed to Orient Blackswan Pvt. Ltd. and, therefore, a fresh certificate for incorporation had been issued. This letter was not acted upon by the petitioner by moving any amendment application. Instead the 1st respondent Orient Longman Ltd. moved an application on 12.11.2008 for a direction to substitute the name of Orient Longman Ltd. by the name of Orient Blackswan Pvt. Ltd. in view of change of name of the Company. 3. This application was opposed by the petitioner by contending that it was necessary to join Orient Blackswan Pvt. Ltd. as a party to the proceeding, rather than substituting the name of Orient Longman Ltd. It was contended in the application that it is not a mere change of name for Orient Longman Ltd. but a change of status and, therefore, the petitioner opposed the application. 4. The Estate Officer, after considering the documents produced before him has held that there is a change of name of the then existing Orient Longman Ltd. to Orient Blackswan Pvt. Ltd. and, therefore, has directed the 3 petitioner to carry out the necessary amendments by substituting the name. It is this order which has been challenged. 5. I have heard parties at length. Mr.Sanglikar for the petitioner submits that the Estate Officer should have directed the amendment to join the Orient Blackswan Pvt. Ltd. as a party defendant rather than substituting its name for that of Orient Longman Ltd. He submits that the plaintiff is always a dominus litis and, therefore, it is for the plaintiff to decide who should be the defendant in the plaint. He relies on the judgment of the Apex Court in the case of Singer India Singer India Singer India Ltd. Ltd. Ltd. v/s Chander Mohan Chadha & ors., reported in v/s Chander Mohan Chadha & ors., reported in v/s Chander Mohan Chadha & ors., reported in (2004) (2004) (2004) 7 SCC 1 7 SCC 1 7 SCC 1, and other judgments in support of his contention that by directing the name to be substituted, the Estate Officer has foreclosed the petitioner’s option to sue Orient Blackswan Pvt. Ltd. as a separate legal entity. He points out that it is yet to be ascertained whether there was a merger or amalgamation of Orient Longman Ltd. with other Companies and whether Orient Blackswan Pvt. Ltd. was the resultant Company. He therefore takes exception to the order of the Estate Officer. 6. Mr.Setalvad, appearing for the 1st respondent, on 4 the other hand, submits that a fresh certificate of incorporation has been issued under Section 23 of the Companies Act only because the name has been changed from Orient Longman Ltd. to Orient Blackswan Pvt. Ltd. He submits that the entity remains the same while the name is changed. He fortifies his submission by relying on the judgment of the Calcutta High Court in the case of Pioneer Protective Glass Fibre P. Ltd. v/s Fibre Pioneer Protective Glass Fibre P. Ltd. v/s Fibre Pioneer Protective Glass Fibre P. Ltd. v/s Fibre Glass Glass Glass Pilkington Ltd., reported in 1986 Company Cases Pilkington Ltd., reported in 1986 Company Cases Pilkington Ltd., reported in 1986 Company Cases 707, 707, 707, where it has been held that alteration of the name of a Company which continues to exist is completed by a ministerial act of issuance of a fresh certificate of incorporation under Section 23 of the Companies Act, 1956. He further submits that there is no need to interfere with the impugned order under Article 227 of the Constitution of India. 7. On perusal of the order of the Estate Officer, I find that the Estate Officer has merely directed the parties to change the name from Orient Longman Ltd. to Orient Blackswan Pvt. Ltd. on being satisfied that the fresh certificate of incorporation was issued pursuant to a resolution being passed for a change of name of the Company. The Estate Officer has, in my opinion, rightly directed this change. No application for amendment had been filed by the petitioner at any stage nor was any 5 permission sought even in the reply to the application of the petitioner. The judgment of the Apex Court in the case of Singer India Ltd. Singer India Ltd. Singer India Ltd. is not applicable to the facts in this case. There has been no amalgamation or merger of Companies resulting in a new Company in this case as seen from the fresh certificate of incorporation. 8. Writ petition rejected. .....