TaxTMI 
TaxTMI 
2010 (5) TMI 400
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....a Corporation who claims to have entered into Annexure-A promotion agreement with KSIDC. Mr.C.L.Anand and others for setting up the company in liquidation Toshiba Anand Batteries Ltd. ('TABL' for short). According to the application, Toshiba, the applicant had allowed the use of the name Toshiba in TABL in view of the shareholding and association with TABL. It is alleged that due to reasons beyond control of the parties TABL has gone in liquidation and is no longer an operating company. It is claimed that the applicant is the exclusive owner of the trade mark and trade name Toshiba. The applicant has already withdrawn the licence granted to TABL for using the name Toshiba. It is alleged that the applicant company Toshiba does not any longer....
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....ce is made in the counter of the Registrar of Companies to section 21 of the Companies Act and it is contended that the change of name is permissible only according to the procedure laid down in that section. 3. Lastly, it is contended that this is an era of globalisation and a large number of multinational companies and foreign players are participating in Indian Companies and are doing business in India. Having chosen to do business in India and having made profit it is not acceptable to permit the applicant, a foreign player to withdraw its name from TABL once the business fails and company goes in for liquidation. 4. The learned Company Judge on considering the contentions would notice that neither the Official Liquidator nor the ....
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....in to section 151 of the Code of Civil Procedure and hence, is only procedural law in contradistinction with section 21 which is a provision of substantive law. Section 21, according to the learned Senior Counsel, is a specific provision dealing with change of names of existing companies. In order that name is changed there should be a specific resolution adopted by the Board of the Company and approval of the Central Government signified in writing will also be necessary before the change of name is effected. The learned Senior Counsel also referred to section 20(2) of the Companies Act and submitted that the above provision was not in currency at the time when Annexure-A agreement was entered into between the parties. The learned Senior C....
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....o us, section 21 cannot have application in the present case where it is not the company that has moved for change of its name. On the contrary, it is the respondent who permitted the company in liquidation to adopt the name Toshiba under Annexure-A agreement that has sought for change of name giving the reason that for all practical purposes TABL has ceased to exist. As rightly noticed by the learned Single Judge TABL has become non-operational and what remains before the Company Court are only one or two title suits regarding certain assets of the company. The chances of revival is only a hypothetical probability and we are in agreement with the learned Single Judge that order of dissolution is inevitable. According to us, the respondent ....