2022 (12) TMI 1541 - HC - Companies Law

Company name change order upheld under Section 22 when identical to registered trademark

Madras HC dismissed a writ petition challenging an order directing a company to change its name within three months under Section 22 of the Companies Act, ... Direction to petitioner to change the name of its registered company within a period of three months from the date of the said order - Section 22 of the Companies Act, 1956 - It is the specific case of the 3rd respondent that they acquired the knowledge of the writ petitioner's company only on 12.09.2005 and thereafter, they filed an application within a period of five years - HELD THAT:- Section 29 of the Trademarks Act deals with registered trademarks relating to goods and services in respect of which trademarks is registered. When there is infringement, the registered proprietor may sue for infringement. Whereas Section 22 of the Companies Act deals with rectification of name of the company. The two Acts act in different field. Whereas the Trademarks Act deals with infringement relating to goods and services, whereas Section 22 of the Companies Act deals with rectification of the name of the company which are identical with or too nearly resembles the registered trademark of any proprietor under the Trademarks Act. Therefore, merely because an interim order was not in favour of the third respondent in the civil suit, that will not have any relevance to decide the application filed under Section 22 of the Companies Act since both Section 29 of the Trademarks Act and Section 22 of the Companies Act operate in different field and independent of each other. The Delhi High Court in Montari Overseas Ltd., Vs. Montari Industries Ltd., [1995 (12) TMI 268 - HIGH COURT OF DELHI] has held that the remedy under Section 22 of the Companies Act and other common law will operate in different fields. The Delhi High Court in K.G.Khosla Compressors Ltd., Vs. Khosla Extrakting Ltd [1985 (6) TMI 197 - DELHI HIGH COURT] has held that the jurisdiction of the Civil Court is independent of and separate from that of the Central Government under Section 20 of the Companies Act. Merely because injunction was rejected in favour of the 3rd respondent, it cannot be said that he has no remedy under the Companies Act. As the Companies Act operate in a different field, what is required to be seen in the Companies Act is whether the trademark is identical with or too nearly resembles a registered trademark. Therefore, mere assumption of identical name or name resembles a registered trademark is suffice to take action under Section 22 of the Companies Act and it is in no way dealt with goods or services - this Court is of the view that when an application has been filed within the period of five years and the name 'Raymond' resembled with the name of the third respondent, the order passed by the second respondent cannot be faulted. Considering the entire order passed by the second respondent, this Court do not find any illegality or irregularity in the same. The second respondent has rightly invoked the powers under Section 22 of the Companies Act and the 3rd respondent company being incorporated in the year 1925 and it has registered the trademark under various Clauses including 3, 19, 23, 24, 25, 35 and 40. Whereas, the petitioner's company has been registered in the year 1983 much after the registration of the 3rd respondent company in the year 1925 - the impugned order dated 17.07.2012, passed by the second respondent directing the petitioner Company to change its name does not require any interference and accordingly this writ petition is dismissed. Issues Involved:1. Validity of the order under Section 22 of the Companies Act, 1956 directing the petitioner to change its company name.2. Applicability of the limitation period for filing an application for rectification of company name.3. Interaction between the Companies Act and the Trade Marks Act regarding the use of a similar name or trademark.4. Impact of prior civil proceedings on the current application under Section 22 of the Companies Act.Detailed Analysis:1. Validity of the Order under Section 22 of the Companies Act, 1956:The primary issue in this case was the challenge to the order dated 17.07.2012, passed by the second respondent under Section 22 of the Companies Act, 1956. This order directed the petitioner company to change its name, 'Raymond Pharmaceuticals Private Limited,' on the grounds that it was identical with or too nearly resembled the registered trademark of the third respondent, 'Raymond Limited.' The court examined whether the name of the petitioner company was indeed identical or too similar to the third respondent's trademark, which could render it undesirable under Section 20 of the Companies Act. The court found that the order was valid, as the name 'Raymond' resembled the third respondent's registered trademark, and thus, the second respondent's directive was justified.2. Applicability of the Limitation Period for Filing an Application for Rectification:The court addressed the issue of whether the application for rectification was filed within the prescribed limitation period. The third respondent claimed that it became aware of the petitioner's company name on 12.09.2005, and filed the application on 13.09.2010, which was the next working day after the limitation period ended on a Sunday. The court held that the application was filed within the permissible time frame, as the Limitation Act allows for filing on the next working day if the last day falls on a holiday. Therefore, the application was deemed timely and within the five-year period allowed by Section 22 of the Companies Act.3. Interaction between the Companies Act and the Trade Marks Act:The court discussed the interaction between the Companies Act and the Trade Marks Act, particularly in the context of using a name that is identical with or resembles a registered trademark. It was clarified that Section 22 of the Companies Act operates independently of the Trade Marks Act. While the Trade Marks Act deals with infringement relating to goods and services, the Companies Act addresses the rectification of company names that are identical or too similar to a registered trademark. The court emphasized that the two statutes operate in different fields, and the absence of an injunction in a trademark infringement suit does not preclude action under the Companies Act.4. Impact of Prior Civil Proceedings on the Current Application:The petitioner argued that the civil proceedings in the Bombay High Court, where an interim order was passed in its favor, should preclude the current application under Section 22 of the Companies Act. However, the court rejected this contention, stating that the civil suit and the application for rectification under the Companies Act are distinct legal proceedings. The court noted that the dismissal of the interim relief in the civil suit did not impact the validity of the application under the Companies Act, as both statutes address different legal issues.In conclusion, the court upheld the order of the second respondent, finding no illegality or irregularity in directing the petitioner to change its company name. The writ petition was dismissed, affirming the second respondent's authority under Section 22 of the Companies Act to rectify company names that conflict with registered trademarks.