2010 (5) TMI 400 - HC - Companies Law

Deletion of the name Toshiba from the name of the company in liquidation viz., Toshiba Anand Batteries Ltd challenged Held that - 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 company is justified in seeking deletion of its tradename from the name of a company in liquidation The learned senior counsel for the appellant was not able to convince us of any serious legal prejudice which may be occasioned to the company in liquidation by the deletion of the name Toshiba from its present name. True, the Registrar of Companies had raised a contention that allowing deletion applied for presently will prejudice the ongoing litigations initiated by the Official Liquidator but importantly such a contention is not shared by the Official Liquidator who figures as plaintiff in these litigations. We are convinced on the materials available that the word Toshiba is the tradename and trademark of the respondent/company and they are justified in insisting that their name should not continue in the name of a company which is on the verge of dissolution. Appeal fails.

Summary

Issues:
Official Liquidator's challenge to the order allowing deletion of the name Toshiba from the company in liquidation Toshiba Anand Batteries Ltd.

Analysis:
1. The Official Liquidator contested the deletion of the name Toshiba from the company's name, citing ongoing winding-up proceedings and potential prejudice to shareholders. The Registrar of Companies supported this stance, highlighting legal procedures under section 21 of the Companies Act for changing a company's name.

2. The Company Judge acknowledged Toshiba as the trademark of the applicant and noted that TABL was no longer operational. Despite the possibility of revival before dissolution, the Judge deemed dissolution inevitable based on available evidence, thus justifying the deletion of Toshiba from the company's name.

3. The appellant's senior counsel argued that the company continues to exist until a dissolution order is passed, emphasizing the procedural nature of the application invoking rule 9. The counsel referenced the Companies Act provisions and previous legal judgments to support the appeal's dismissal.

4. In contrast, the respondent's counsel supported the deletion, emphasizing TABL's non-operational status and the applicant's ownership of the Toshiba trademark. Section 21 was deemed inapplicable as the company in liquidation did not seek the name change, justifying the deletion based on practical considerations and the impending dissolution.

5. The Court rejected the appellant's reliance on section 21, emphasizing that it did not apply when the company in liquidation did not request the name change. Considering TABL's non-operational status and impending dissolution, the Court upheld the deletion, recognizing the applicant's right to protect its trademark and trade name.

6. The Court found no legal prejudice in deleting Toshiba from the company's name, despite concerns raised by the Registrar of Companies. The decision favored the respondent's justification for the deletion, aligning with the practical circumstances of TABL's status and the impending dissolution.

7. Ultimately, the Court dismissed the appeal, concluding that the respondent's request for deletion was justified, given TABL's non-operational status and the imminent dissolution. The decision upheld the applicant's right to protect its trademark and trade name, finding no grounds for interference in the deletion process.