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Issues Involved:
1. Validity of the order directing the petitioner to change its name under Section 22(1)(b) of the Companies Act, 1956. 2. Allegations of fraud and unauthorized issuance of 'No Objection Certificate' by a former director. 3. Jurisdiction and authority of the Registrar of Companies in registering company names. 4. Applicability of the principle of Ejusdem Generis and statutory interpretation. 5. Distinction between proceedings under Section 22 of the Companies Act and civil suits for injunction. Issue-wise Detailed Analysis: 1. Validity of the Order Under Section 22(1)(b): The petitioner challenged the order directing it to change its name, arguing that the name "Surya" is generic and widely used, thus not leading to confusion. The court examined whether the petitioner's name was identical or too similar to an existing company, Surya Elevators Private Limited. It was determined that the names were indeed too similar, leading to potential confusion. The court upheld the order, noting that the Registrar's approval of the petitioner's name was due to inadvertence, as it closely resembled the name of an already registered company. 2. Fraud and Unauthorized Issuance of 'No Objection Certificate': The court found that Mr. C. Surendranadha Reddy, a former director of the third respondent, issued a 'No Objection Certificate' without the consent of the other directors, contrary to resolutions passed by the board. This action was deemed fraudulent, as it violated the fiduciary duties and prior agreements not to use the brand name "Surya" without unanimous board consent. The court emphasized that fraud vitiates all proceedings, including the registration of the petitioner-company. 3. Jurisdiction and Authority of the Registrar of Companies: The court noted that the Registrar of Companies registered the petitioner-company based on the 'No Objection Certificate' issued by Mr. C. Surendranadha Reddy. The court held that the Registrar acted inadvertently or negligently, as the certificate was issued without proper authorization. The court highlighted that the Registrar would not have registered the petitioner under the disputed name had the fraud been known. 4. Principle of Ejusdem Generis and Statutory Interpretation: The court applied the principle of Ejusdem Generis, interpreting the term "otherwise" in the context of "inadvertence" under Section 22 of the Companies Act. The court concluded that the registration was a result of negligence or carelessness, aligning with the statutory provision that prohibits registration of companies with names identical to or too similar to existing ones. 5. Distinction Between Section 22 Proceedings and Civil Suits: The court clarified that proceedings under Section 22 of the Companies Act and civil suits for injunction operate in different legal fields. The former addresses the rectification of company names due to inadvertence or similarity, while the latter deals with passing-off actions to prevent confusion among consumers. The court dismissed the argument that the pending civil suit should preclude proceedings under Section 22, affirming that both remedies are independent and can be pursued concurrently. In conclusion, the court dismissed the writ petition, upholding the order for the petitioner to change its name. The decision was based on findings of fraud, unauthorized actions by a former director, and the Registrar's inadvertent approval of a name too similar to an existing company, thereby affirming the statutory provisions under the Companies Act.
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