2010 (4) TMI 786 - HC - Companies Law

Change of name of the another company - resembling name - the petitioner in April, 2000 came to know that respondent No. 1 company was registered under the Companies Act, 1956 by name Pino Bisazza Glass (P.) Ltd., vide registration certificate dated 8-3-2000. Respondent No. 1 company was set up with the same object of manufacturing and selling similar products to that of the petitioner. The petitioner, therefore, applied to respondent No. 2, i.e., the Regional Director, Western Region, Mumbai for cancellation of the registration of respondent No. 1, in May, 2000 under sections 20 and 22 of the Companies Act, 1956. - Held that - there does not seem to be any similarity between these two names. The only question, therefore, remains is to decide as to whether the name of one company appears to be too nearly resembling with the name of another company. In the name of the petitioner-company, there are three words, namely, Bisazza India Ltd., whereas in the name of respondent No. 1 company, there are four words, namely, Pino Bisazza Glass (P.) Ltd. The only word common in both these names is Bisazza. It has come on record that the word Bisazza indicates the surname in Italy. The surname remains a surname whether in Italy or in India or anywhere else. This word is not coined by the petitioner. No one can claim any monopoly over this word. - writ petition dismissed.

Summary

Issues Involved:
1. Whether the name of respondent No. 1 company is too nearly resembling the name of the petitioner-company.
2. Whether the order passed by the Regional Director under section 22 of the Companies Act, 1956, was valid despite being beyond the statutory period of twelve months.

Issue-Wise Detailed Analysis:

1. Similarity of Names:
The petitioner challenged the registration of respondent No. 1's company name, arguing it closely resembled its own. The petitioner-company, Bisazza India Ltd., claimed that the name Pino Bisazza Glass (P.) Ltd. was too similar, particularly due to the common word "Bisazza." The petitioner emphasized that "Bisazza" is a significant part of its brand identity and has a global reputation due to its technical collaboration with Bisazza SPA, Italy. The petitioner cited guidelines and circulars from the Department of Company Affairs to support their claim, arguing that the resemblance could cause confusion in the market.

In contrast, respondent No. 1 argued that "Bisazza" is a common surname in Italy, akin to "Shah" or "Patel" in Gujarat, and thus cannot be monopolized. They highlighted that the name Pino Bisazza Glass (P.) Ltd. includes the full name of its chief promoter, Mr. Pino Bisazza, and additional distinguishing words like "Pino" and "Glass," which are not present in the petitioner's name. The court agreed with respondent No. 1, noting that the only common element was the surname "Bisazza," which is not unique to the petitioner. The court concluded that the names did not too nearly resemble each other, as they contained several distinguishing features.

2. Validity of Order Beyond Statutory Period:
Respondent No. 1 contended that the Regional Director's order was invalid as it was issued beyond the statutory period of twelve months from the date of the company's registration. They cited legal precedents and authoritative texts, arguing that the Central Government's power under section 22 of the Companies Act, 1956, must be exercised within this period, and any extension would be contrary to law.

The petitioner countered that the court's earlier direction to the Regional Director to reconsider the matter effectively extended the time limit. They argued that the Regional Director was bound by the court's order and that the limitation period should not apply in this context. The court acknowledged the statutory time limit but noted that the Regional Director's initial order was within the twelve-month period. The subsequent order, following the court's direction, was thus considered valid despite the elapsed time.

Conclusion:
The court dismissed the petition, ruling in favor of respondent No. 1 on both issues. It held that the names of the companies did not too nearly resemble each other and that the Regional Director's order was valid despite being issued beyond the statutory period, given the specific circumstances and the court's prior directions. The petition was therefore dismissed on merits, with no order as to costs.