TaxTMI 
TaxTMI 
2026 (2) TMI 543
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....ndent No. 2 to change its name. Factual Matrix 2. The facts, as stated in the petition, which are relevant for adjudication of the present case are as under: - 2.1. The Petitioner Company was incorporated under the Companies Act, 1956 ['the Act of 1956'] on 13.09.2002 in Tamil Nadu, under the name - 'Refex Refrigerants Private Limited' and was converted into a public company on 30.03.2006, under the name - 'Refex Refrigerants Limited'. Thereafter, on 22.11.2013, the Petitioner Company's name was changed to 'Refex Industries Limited'. 2.2. The Petitioner Company is a specialist manufacturer and re-filler of refrigerant gases in India and is widely acclaimed in the industry. 2.3. The Petitioner Company is the owner of the registered trademark 'REFEX' bearing trade mark no. 1559466 in Class 1 w.e.f. 17.05.2007. 2.4. Respondent No. 2 herein is a company incorporated in Punjab under the Companies Act, 2013 ['Act of 2013'] on 27.01.2017 under the name M/s Refex Hotels Private Limited. 2.5. On 27.04.2018, the Petitioner Company filed an application under Form No. RD-1 under Section 16(1)(b) of the Act of 2013 ['the Application'] before Respondent No. 1 i.e., Regional ....
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.... paragraph nos. 16 to 18, Everstone Capital Advisors Pvt. Ltd. v. Everstone Ventures LLP 2019:DHC:1578 at paragraph nos. 14, 16, and 17 and Mondelez Foods Private Limited v. The Regional Director (North) Ministry of Corporate Affairs and Others 2017:DHC:3382 at paragraph nos. 5, 6, 10, and 12. 3.5. He stated that the impugned order was served upon the Petitioner through Respondent No. 2 vide email on 11.09.2018. He stated that though the Petitioner has approached this Court in the year 2022 for seeking relief of setting aside of the impugned order, the gravity of impact on the business of Petitioner's group of companies due to Respondent No. 2's identical company name is immense and hence, in the interest of justice, the present writ petition may be considered on merits. Submissions on behalf of Respondent No. 2 4. In response, Ms. Ubhai Bharti Gupta, learned counsel for Respondent No. 2 stated that the impugned order passed by the Regional Director is a well-reasoned order. 4.1. She stated that the Petitioner is operating in the refrigerant gases industry, which falls under Class 1 of the Trade Marks Rules, 2002, whereas Respondent No. 2 operates in the hospitality ind....
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....1 under the Trademarks Act. Accordingly, it is submitted that the use of the word 'REFEX' by Respondent No. 2 was not intended to deceive the consumers and would not cause any confusion in the minds of the consumers. Rejoinder Submissions on behalf of the Petitioner 6. In rejoinder, learned counsel for the Petitioner Company stated that there are nine [9] group companies, which are promoted by the Petitioner Company's promoter, whose names are identical to the name of the Petitioner Company. He stated that details of the said companies are provided at paragraph nos. '7' and '8' of the petition. 6.1. He stated that there are no other companies bearing the name 'REFEX' as a part of its corporate name. Diections 7. This Court has heard the learned counsel for the parties and perused the record. 8. 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. 9. The Petitioner was incorporated in 2002 with the mark REFEX as a part of its trade name and the said mark was registered as ....
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....ned word is indeed the prominent and distinctive part of the names of both the petitioner and respondent No. 2. When compared as a whole, it would be apparent that the two names structurally and phonetically too nearly resemble each other. 17. The decision in Montari Overseas Ltd. [1996] PTC 16 (Delhi), makes it clear that a civil court exercising its powers in terms of the CPC and determining in a passing-off action if one name is confusingly deceptive or similar to another name, is exercising a jurisdiction independent of the jurisdiction of respondent No. 1 in respect of the registering of a company's name. The latter is a power vested in the Central Government in terms of sections 20 and 22 of the Act. While it is true that respondent No. 1 cannot approach the case as it would in a trade mark dispute, it is nevertheless required to come to the conclusion whether the name of which the registration is sought or has been granted too nearly resembles the name of another company. Mr. Chandra is right in his contention that the powers of the Central Government under section 22 of the Act are wider inasmuch as there is no need to examine whether there is a likelihood of d....
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....overnment of India. ... 16. This Court, in K.G. Khosla Compressors Ltd. Vs. Khosla Extrakting Ltd. AIR 1986 Del 181 held that- (i) a right to incorporate a company in a particular name is a statutory right and there is no unrestricted right in any person to have a company incorporated in his own name or in the name of his family members; (ii) the Central Government, under Section 22 of the Companies Act, 1956 has power to grant only punishment and no power to grant injunction; thus the Civil Court also has jurisdiction in this respect; (iii) passing off action need not merely relate to the goods; (iv) that in the absence of any reason pleaded for adopting the same name, it has to be assumed to have been adopted to cash the goodwill and reputation of plaintiff. In CGMP Pharmaplan Pvt. Ltd. Vs. Regional Director, Ministry of Corporate Affairs (2010) 171 DLT 84, it was held that the powers of Central Government under Section 22 of the Companies Act, 1956 are wider than the powers of the Civil Courts in determining passing off; under Section 22, there is no need to examine whether there is likelihood of deception or confusion and me....
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....bliged to change its name only on receipt of such directions within a period of twelve months from the date of registration. Further, the introduction of proviso to Section 22(1) must also be given some meaning; plainly, if the owner of a registered trade mark is not precluded from making a complaint within a period of five years of becoming aware of a company with a deceptively similar name, the power of the RD to examine and address such complaint should be read in the statutory provision. However, it is not necessary to examine the same in view of the provisions of the Companies Act, 2013 which are now in force. In terms of Section 16 of the Companies Act, 2013, the Central Government is empowered to issue directions to a company to change its name, if it is similar to the name of a company registered prior in point of time. ...." [Emphasis supplied] 14. Reverting to the facts of this case, the operative part of the impugned order is extracted below and in the said part Respondent No. 1 has acknowledged that the prominent word 'REFEX' in the name of Respondent No. 2 is identical with the Petitioner's name. The only ground for rejecting the Petitioner's application is....
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....2) The name stated in the memorandum shall not- ..... (a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law;' 17. The Respondent No. 2's submission that the word 'REFEX' is descriptive of the hospitality services rendered by the company is contradicted by its submissions that the word 'REFEX' is a coined word. In addition, Respondent No. 2's submission that 'REFEX' is descriptive of hospitality service is also unpersuasive and unsubstantiated. The documents on record show that the Petitioner is the prior adopter of this coined word 'REFEX' and, therefore, Respondent No. 2 had no reasonable grounds for adopting this word as a part of its corporate name. The adoption of this name is undesirable within the scope of Section 4(2)(a) of the Act of 2013 as it is identical with the name of the Petitioner. 18. Learned counsel for Respondent No. 2 had averred that there are several other companies on the register with the word 'REFEX' as a part of the corporate name; however, no details of these other companies have been placed on record. This ground raised by Respondent No. 2 is, therefor....