Company name rectification is limited to registered names or marks; unregistered goodwill cannot expand Section 22 powers.

Rectification of a company name under Section 22 of the Companies Act, 1956 is confined to conflict with a previously registered company name or a registered trade mark. The Central Government cannot invoke that provision on the basis of an unregistered name, prior user, goodwill, or reputation, and availability-of-name guidelines framed for Section 20 cannot be transplanted into Section 22 proceedings. Disputes over unregistered rights or passing off must be pursued in civil court. On that basis, the direction to change the company name was held to be without authority under Section 22 and was quashed.

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Issues: Whether the Central Government could direct rectification of a company name under Section 22 of the Companies Act, 1956 on the basis of resemblance to an unregistered name or mark used by another company, and by applying availability-of-name guidelines framed for Section 20.

Analysis: Section 22 permits rectification only where the registered company name is identical with, or too nearly resembles, a previously registered company name or a registered trade mark. The statutory language does not extend to names or marks that are merely used but not registered. The fact that a party claims prior user, goodwill, or reputation in an unregistered expression does not enlarge the Central Government's jurisdiction under Section 22. The guidelines relied upon were relevant to the discretionary refusal of names under Section 20 and could not be transplanted into Section 22 proceedings, whose scope is materially narrower. The dispute, if any, concerning unregistered rights or passing off lies in the civil court and not in rectification proceedings under Section 22.

Conclusion: The direction to change the company name was without authority under Section 22 and could not be sustained. The petition succeeded and the impugned order was quashed.

Ratio Decidendi: Rectification of a company name under Section 22 of the Companies Act, 1956 is confined to conflict with registered company names or registered trade marks and cannot be founded on unregistered user, goodwill, or administrative name-availability guidelines.

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