2026 (2) TMI 543 - HC - Companies Law

Corporate name similarity and trademark-like prominence found decisive; petition allowed and impugned registration refusal set aside.

The petition challenges a corporate name incorporating an identical, prominent trademark-like element. The court found the shared word to be the prominent ... Identical with or resemble too nearly - undesirable name - prominent and distinctive part of corporate name - registered trade mark - powers u/s 16 of the Companies Act, 2013 - Section 4(2)(a) of the Companies Act, 2013 - Section 16(1)(b) of the Companies Act, 2013 - HELD THAT:- It is evident from a comparison of the names of the parties, that the word ‘REFEX’ is the prominent and distinctive part of the names of both the Petitioner and Respondent No. 2. The two names are structurally and phonetically identical. In view of the law settled by this Court in CGMP Pharmaplan P. Ltd. [2010 (7) TMI 272 - HIGH COURT OF DELHI] and Everstone Capital Advisors Pvt. Ltd. [2019 (3) TMI 2103 - DELHI HIGH COURT] this Court is of the opinion that the dissimilarity in the businesses of the Petitioner and Respondent No. 2 was not a relevant criterion for the Regional Director to consider for declining to exercise the jurisdiction conferred upon him under Section 16 of the Act of 2013. The word ‘REFEX’ as noted above is the prominent part of the name of the Petitioner, which was incorporated in 2002. Subsequently, in the years 2008, 2010 and 2015 its promoter incorporated six [6] other companies, which similarly had ‘REFEX’ as a prominent part of its corporate name. Thus, as on 27.01.2017, when Respondent No. 2 applied for incorporation with the word ‘REFEX’ in its corporate name, there already existed seven [7] companies all forming part of the same group, on the register. In these facts, the present petition is allowed, the impugned order dated 23.08.2018 passed by Respondent No. 1 is set aside. Issues: Whether the Regional Director erred in rejecting the petitioners application under Section 16(1)(b) of the Companies Act, 2013 seeking direction to rectify/change Respondent No.2's name (Refex Hotels Private Limited) on the ground that the name is identical with or too nearly resembles the petitioners prior company name and registered trademark 'REFEX'.Analysis: The Court compared the corporate names and found 'REFEX' to be the prominent and distinctive part of both names, noting the petitioners prior incorporation (2002) and prior registration of the coined word 'REFEX' as a trademark (Class 1, effective 17.05.2007). Authorities of this Court establish that under the statutory scheme (including Section 16 of the Companies Act, 2013 and predecessor provisions), the competent authority must determine whether a proposed or registered name is identical with or too nearly resembles an existing registered name; dissimilarity in the nature of business is not a determinative criterion for declining to issue directions. The Regional Directors sole basis for rejectiondifference in business activities between the partieswas therefore not a relevant ground for refusing relief. The Court also considered the respondents assertions (coinage and good faith adoption; existence of other companies using 'REFEX') and found them unsubstantiated on the record. The Court declined to dismiss the petition on delay grounds in view of the suspension of limitation for part of the intervening period.Conclusion: The petition succeeds. The impugned order dated 23.08.2018 is set aside and Respondent No.2 is directed to change its name within four weeks to a name that is not identical with or does not resemble the petitioners name or any other existing company.