Company name change requires statutory scrutiny and fair hearing before approval of an objectionable proposed name.

A company name change certificate was set aside because the statutory process for alteration of name had not been properly followed and the affected parties were not given a fair opportunity to be heard. Under the Companies Act scheme governing registration and change of name, the authority was required to consider whether the proposed name was undesirable once an objection had been brought to its notice. The record did not show fair consideration of the objection or application of the statutory undesirability test before approval. The matter was remanded for fresh consideration after notice to the concerned parties.

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Issues: Whether the impugned certificate of incorporation changing the company name was liable to be quashed for non-compliance with the statutory scheme governing change of name and for violation of natural justice.

Analysis: The challenge was examined under Sections 20 and 21 of the Companies Act, 1956, which govern registration of company names and change of name by special resolution with governmental approval. The Court held that when a dispute over the proposed name had already been brought to the Registrar's notice, the authority was bound to consider whether the proposed name was undesirable and should have afforded an opportunity to the affected parties before proceeding. The record did not show that the objection was considered in a fair manner or that the statutory test of undesirability was applied before granting approval to the change of name.

Conclusion: The certificate of incorporation effecting the change of name was set aside and the matter was remanded for fresh consideration after notice to the concerned parties.

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