Company name change under trade mark conflict upheld where statutory power was independent of civil remedies and acquiescence failed.

Section 22 of the Companies Act, 1956 confers an independent statutory power on the Central Government to direct change of a company name that is identical with, or too nearly resembles, an existing company name or registered trade mark. That power is concurrent with, and not displaced by, a civil suit for injunction under trade mark law. Waiver or acquiescence was not established because the application was moved within the relevant five-year period, and the absence of an express recital that the name was "undesirable" did not invalidate the order where the facts supported that inference. The presence of other companies using the same word did not bar action against the later company.

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Issues: (i) Whether the Central Government could direct deletion of a word from a company's name under Section 22 of the Companies Act, 1956 notwithstanding the availability of a civil suit for injunction based on trade mark rights; (ii) Whether the respondent was barred by waiver or acquiescence from seeking relief under Section 22; (iii) Whether the absence of an express finding that the appellant's conduct was undesirable invalidated the order; and (iv) Whether the existence of many other companies using the same word prevented action against the appellant alone.

Issue (i): Whether the Central Government could direct deletion of a word from a company's name under Section 22 of the Companies Act, 1956 notwithstanding the availability of a civil suit for injunction based on trade mark rights.

Analysis: Sections 20 and 22 of the Companies Act, 1956 confer an independent statutory power on the Central Government to refuse or direct change of a company name where it is identical with, or too nearly resembles, an existing company name or registered trade mark. That power operates in a different field from a civil suit for injunction under the Trade Marks Act, 1999. The two remedies are concurrent but distinct, and the existence of a common law remedy does not oust the statutory power under Section 22.

Conclusion: The objection to jurisdiction failed, and the direction under Section 22 was valid.

Issue (ii): Whether the respondent was barred by waiver or acquiescence from seeking relief under Section 22.

Analysis: Acquiescence under Section 33 of the Trade Marks Act, 1999 requires continuous acquiescence for five years. The application under Section 22 was moved well within five years of the alleged agreement relied upon by the appellant. The statutory limitation built into the proviso to Section 22 also supported the respondent's position. On the facts, no waiver or acquiescence sufficient to defeat the application was established.

Conclusion: The plea of waiver or acquiescence was rejected.

Issue (iii): Whether the absence of an express finding that the appellant's conduct was undesirable invalidated the order.

Analysis: The existence of an undesirable name can be inferred from the proved facts. Here, the appellant adopted a name identical to the registered trade mark of an existing company engaged in the same business. Those facts were sufficient for the Central Government to conclude that registration of the appellant's name was undesirable. An express recital of the word "undesirable" was not necessary where the inference plainly followed from the record.

Conclusion: The order was not vitiated for want of an express finding in those terms.

Issue (iv): Whether the existence of many other companies using the same word prevented action against the appellant alone.

Analysis: The other companies cited were engaged in different businesses, whereas the appellant and the respondent operated in the same field and used the same trade mark. Relief under Section 22 is available to the earlier registered company against the offending later company whose name is undesirable in the relevant commercial context. The presence of unrelated companies using the same word did not dilute the respondent's statutory right against the appellant.

Conclusion: The existence of other companies with the same word did not help the appellant.

Final Conclusion: The intra-court appeal was held to be without merit, and the direction requiring the appellant to delete the impugned word from its company name was sustained, with time granted to effect the change.

Ratio Decidendi: Where a later incorporated company adopts a name identical to the registered trade mark of an earlier company engaged in the same business, the Central Government may direct a change of name under Section 22 of the Companies Act, 1956, and that statutory power is independent of civil remedies and is not defeated by unproven acquiescence or by the presence of other unrelated companies using the same word.

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