Trade mark-linked company name rectification is independent of infringement litigation and survives when filed on the next working day after a holiday deadline.

A rectification complaint under Section 22 of the Companies Act, 1956 was treated as within limitation because the last day for filing fell on a Sunday and the application was filed on the next working day. The Court applied the rule that when the final day is a holiday, the act may be done on reopening day, and rejected the delay objection. It also held that rectification under the Companies Act operates independently of trade mark infringement proceedings under the Trade Marks Act, 1999, so the pendency or outcome of the trade mark suit did not bar exercise of the rectification power. The direction to change the company name was therefore left undisturbed.

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Issues: (i) Whether the application for rectification of the company name under Section 22 of the Companies Act, 1956 was within limitation. (ii) Whether pendency or outcome of the trade mark infringement proceedings barred or affected the exercise of power under Section 22 of the Companies Act, 1956.

Issue (i): Whether the application for rectification of the company name under Section 22 of the Companies Act, 1956 was within limitation.

Analysis: The proviso to Section 22 requires the complaint by a registered proprietor of trade mark to be made within five years of coming to notice of the company's registration. The material showed that notice was received on 12.09.2005, which was a Sunday, and the application was filed on the next working day. The Court applied the rule that where the last day falls on a holiday, the act may be done on reopening day.

Conclusion: The application was held to be within limitation and the objection of delay was rejected.

Issue (ii): Whether pendency or outcome of the trade mark infringement proceedings barred or affected the exercise of power under Section 22 of the Companies Act, 1956.

Analysis: The Court treated Sections 20 and 22 of the Companies Act, 1956 as operating in a field distinct from Section 29 of the Trade Marks Act, 1999. The remedy under the Companies Act concerns whether a company name is identical with or too nearly resembles an earlier name or registered trade mark, and is independent of the civil court's jurisdiction in infringement or passing off disputes. Prior rejection of interim relief in the trade mark suit did not preclude rectification proceedings before the Central Government.

Conclusion: The pendency and result of the trade mark suit did not bar rectification under the Companies Act, 1956.

Final Conclusion: The Court found no illegality in the direction requiring change of the company name and declined to interfere with the impugned order.

Ratio Decidendi: A rectification proceeding under Section 22 of the Companies Act, 1956 is independent of trade mark infringement litigation, and a complaint filed on the next working day after the last day of limitation falls within time when the last day is a court holiday.

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