2025 (11) TMI 1454

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....EXEMPTION) Exemption allowed, subject to all just exceptions. The application stands disposed of. W.P.(C) 17574/2025 & CM APPL. 72583/2025 (interim relief) 1. The petitioner has approached this Court under Article 226 of the Constitution, against an order passed by the Regional Director, Ministry of Corporate Affairs, Delhi, ["RD"] under Section 16(1)(a) of the Companies Act, 2013 ["the Act"], by which the petitioner has been granted a period of three months to change its name in accordance with the process prescribed under the said Act. 2. Section 16(1) of the Act reads as follows: "16. Rectification of name of company.-(1) If, through inadvertence or otherwise, a company on its first registration or on its registra....

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.... the name of the petitioner with the name of another previously incorporated company, viz., 'SKAAD Insurance Surveyors and Loss Assessors Private Limited' (respondent No. 2 herein). 4. The undisputed facts in the present case are that respondent No. 2 was incorporated on 21.02.2008 under the name "SKAAD Surveyors and Loss Adjustors Private Limited". Its name was changed on 05.10.2013 to "SKAAD Insurance Surveyors and Loss Assessors Pvt. Ltd.". Mr. Sushil Kumar Agarwal, a director of the petitioner-company, who has filed this writ petition on behalf of the petitioner - company, was a director of respondent No. 2 from 21.02.2008 to 07.12.2021. Approximately two months after ceasing to be a director of respondent No. 2, the petitioner- comp....

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....ies, NCT of Delhi and Haryana to take necessary action, if the Respondent company does not change its name within 3 months from the date of this order and issue change of name certificate on expiry of the period if the company number-2 is not changing its name within the aforesaid period. c. A copy of this order should be filed with the Registrar of Companies within the statutory timeline defined under the Act. CRC shall consider the new name of Respondent as permissible in law." 6. Mr. Varun Mudgil, learned counsel for the petitioner, submits that Section 16(1)(a) of the Act incorporates a suo motu power of the RD to direct change of name of a company, only on the ground that it is identical with, or too nearly resembles, the n....

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....ther than an application under Section 16(1)(a). 7. I am of the view that the aforesaid contention is misconceived. Section 16(1)(a) is not restricted to a claim of trademark infringement. It can be invoked in any case where the name of a company is identical with, or closely resembles, the name of a pre-existing company. 8. The judgments cited by Mr. Mudgil also do not, in my view, support the petitioner's case. The coordinate Bench judgment of this Court in cGMP Pharmaplan, concerns the exercise of powers by the RD under Section 22 of the Companies Act, 1956. The said provision was admittedly pari materia with Section 16(1)(a) of the 2013 Act. The Court's analysis was that the names of the two companies in question - cGMP Pharmaplan....

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....d merely upon a finding that the names of two companies are identical or too closely resemble each other, without any finding of deception or confusion. In the present case, the names of the petitioner and respondent No. 2 are admittedly identical, except for the first word, which is "SKA" and "SKAAD" respectively. The names are therefore substantially identical. 11. Additionally, the RD has recorded the undisputed submission that the present director of the petitioner-company was a director of respondent No. 2 for more than 13 years, his directorship having ceased only about two months before incorporation of the petitioner-company. The RD has also taken note of the petitioner's own contention that certain payments due to the petitioner....