Review cannot serve as an appeal in disguise; company name change leaves legal identity intact, and non-compliance may amount to contempt.

The HC held that review is confined to an error apparent, new material, or similar limited grounds, and cannot be used to reargue the merits; the challenge based on the Transfer of Property Act was misplaced because a company's name change does not amount to a transfer of property, and the Companies Act preserves the same legal entity with unchanged rights and liabilities, so review was rejected. On contempt, the Court found the refusal to mutate the company's name in the records to be unsustainable and, on the materials, prima facie wilful disobedience of the earlier writ direction, making contempt proceedings maintainable, though time was granted to purge the contempt before sentence.

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Issues: (i) whether the order dated 3 December 1998 disclosed any error apparent on the face of the record warranting review or recall; (ii) whether the conduct of the alleged contemnors amounted to wilful disobedience of the earlier direction to mutate the company's name in the records.

Issue (i): whether the order dated 3 December 1998 disclosed any error apparent on the face of the record warranting review or recall

Analysis: Review is confined to discovery of new and important matter, mistake or error apparent on the face of the record, or analogous grounds. It cannot be used to re-argue the merits or to correct an allegedly erroneous decision merely because another view is possible. The challenge based on Sections 5 and 6 of the Transfer of Property Act, 1882 was held to be misplaced because the case was not one of transfer of property from one person to another, but of a company retaining the same property after a change of name. Section 21 and Section 23 of the Companies Act, 1956 were treated as governing the legal effect of such change, namely that the company remains the same legal entity and the change of name does not affect its rights or liabilities.

Conclusion: No ground for review was made out; the review application was rejected.

Issue (ii): whether the conduct of the alleged contemnors amounted to wilful disobedience of the earlier direction to mutate the company's name in the records

Analysis: The earlier writ direction required mutation of the petitioner's name in place of the old name of the company. The stand taken in resistance to compliance was found not bona fide, and the interpretation sought to be placed on the order was held to be unsustainable. On the materials before the Court, non-compliance with the order was admitted, and the refusal to act was treated as a fit case for contempt, though an opportunity was granted to purge the contempt before sentence.

Conclusion: Wilful disobedience was found prima facie and contempt action was warranted.

Final Conclusion: The review failed, while the contempt matter survived for compliance and further orders after the period granted by the Court.

Ratio Decidendi: A review cannot function as an appeal in disguise, and a mere change of name of a company does not amount to a transfer of property or destroy the company's legal identity or its rights and obligations.

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