2017 (8) TMI 1079 - HC - Companies Law

Change in the corporate name - RD (as a delegatee of the powers of the Central Government)powers to issue directions to change name - Held that - 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 The name of respondent no.2, Mondelez India Private Limited, too nearly resembles the name of the petitioner, therefore, the RD would be empowered to direct respondent no.2 to change its name. In view of the above, the RD is directed to issue the necessary directions to respondent no.2 to change its name to any other name which is not identical to or resembles the name of the petitioner or any other existing company. Respondent no.2 and its directors are also directed to ensure that respondent no.2 changes its name as indicated above.

Summary

Issues Involved:
1. Validity of the corporate name change of respondent no.2 to 'Mondelez India Private Limited'.
2. Jurisdiction and authority of the Central Government to direct a name change under Section 22 of the Companies Act, 1956.
3. Timeliness of the representation made by the petitioner under Section 22 of the Companies Act, 1956.

Detailed Analysis:

1. Validity of the Corporate Name Change:
The petitioner, Mondelez Foods Private Limited, challenged the change of the corporate name of respondent no.2 from 'Nonstop Logistics India Private Limited' to 'Mondelez India Private Limited'. The petitioner argued that the name 'Mondelez' is distinctive and associated with Mondelez International Inc., a globally recognized entity. Respondent no.2's adoption of the name 'Mondelez' was deemed dishonest and intended to create confusion, as the name is deceptively similar to the petitioner's name. The court noted that respondent no.2 did not contest these allegations, which remained uncontroverted.

2. Jurisdiction and Authority under Section 22 of the Companies Act, 1956:
The RD rejected the petitioner's representation on two grounds: the petitioner was not the owner of the trademark 'Mondelez', and the jurisdiction to issue directions under Section 22 had expired. The court examined Section 20 of the Act, which prohibits the registration of a company name deemed undesirable by the Central Government. A name identical to or resembling an existing company’s name is considered undesirable. Section 22 allows for rectification of such names. The court found that the name 'Mondelez India Private Limited' adopted by respondent no.2 was undesirable and should not have been registered by the ROC.

3. Timeliness of the Representation:
The RD's second reason for rejecting the representation was the lapse of the 12-month period from the registration of respondent no.2's name. The petitioner argued that they had made the representation within the 12-month period and should not be prejudiced by delays on the part of the RD. The court acknowledged the proviso to Section 22(1), which allows a registered proprietor of a trademark to apply for a name change within five years of becoming aware of the registration. This proviso implies that the RD could act on a representation even after the 12-month period had elapsed.

Conclusion:
The court concluded that the name 'Mondelez India Private Limited' was undesirable and too nearly resembled the petitioner's name. The RD was directed to issue necessary directions to respondent no.2 to change its name to one that does not resemble the petitioner's name or any other existing company. Respondent no.2 and its directors were instructed to ensure compliance with this directive. The petition and the pending application were disposed of accordingly.