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TMI Blog1999 (6) TMI 389X X X X Extracts X X X X X X X X Extracts X X X X ..... ents 1 2 a counter affidavit has been filed rebutting all the material allegations levelled against them one after the other and ultimately they have requested this Court to dismiss the writ petition for want of merits. 3. Heard the arguments advanced by the learned counsel appearing for the respective parties. I have perused the contents of the affidavit and counter affidavit together with all other relevant material documents available on record in the form of typed set of papers. I have also taken into consideration the various points raised by the learned counsel appearing for the respective parties during the course of their arguments. 4. In the above facts and circumstances of the case, the only point that arises for consideration in this case is, as to whether there are any valid grounds to allow this writ petition or not. 5. The brief facts of the case of the petitioner as seen from the affidavit are as follows : The petitioner companies are inter-connected and associated companies under the same management. In the present writ petition they are seeking to challenge the order of the first respondent dated 7-7-1989 passed under section 22(1) of the Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ven by Mr. V.K. Singhi and Mr. Rajiv Khaitan, Promoter, Kilburn Ltd., to the second respondent, who, after examining the said letters and the no objections had permitted the first petitioners to use the word 'Kilburn Electricals Limited.' This Kilburn Co. Ltd., is a company under one other company by name Macneill Magor Ltd., Calcutta. This company had a Division known as Kilburn Electricals Division. In pursuance of the approval given by the members in the Extraordinary General Body Meeting , the board of directors of Macneill Magor Ltd., made an offer to Kilburn Electricals Ltd. Which is a registered small scale industry in Tamil Nadu to takeover the Kilburn Electricals Division of Macneill Magor Ltd. In terms of the above offer, Kilburn Electricals Ltd., take over the operations of Kilburn Electricals Division of Macneill Magor Ltd. This factory of Kilburn Electricals Division was manufacturing Kilburn Starters and Kilburn Control Systems until 31-3-1988 and therefore the very same products were continued to be manufactured by Kilburn Electricals Ltd. Thus the first petitioner which was originally incorporated in Madras from 15-7-1987 in view of the package as suggested ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is letter 4/22/TN/88 directed the petitioners to furnish explanation within 10 days based on the letter written to them by Khaitan Co., dated 28-11-1988. Explanations were given to the first respondent that there was no basis in the letter written by the said Calcutta based companies objecting to the registration of the second and third petitioners which was under the same management of the first petitioner which were intercon-nected companies of the first petitioner. Subsequently by letter dated 27- 3-1989 the first respondent issued a show-cause notice seeking for rectification of the name of the second and third petitioners under section 22 and directed the second and third petitioners to show cause within 15 days as to why the names of the second and third petitioners which were closely resembling the name of another company registered on 22-12- 1981 in the State of West Bengal namely Kilburn Co. Ltd., should not be changed. The petitioners by letter dated 10-4-1989 replied to the show cause notice and had stated that there was no basis if any complaint were made against them by the Calcutta based companies and only with the concurrence and knowledge of the Calcutta based com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion. 6. Per contra, on behalf of the respondents, a counter affidavit has been filed contending that Khaitan Co. Advocates and Notary vide their letter dated 28-11-1988 addressed to Registrar of Companies, Tamilnadu on behalf of their clients viz., 1. Kilburn Co. Ltd., 2. Kilburn Reprographics Ltd., 3. Kilburn Engineering Ltd., and 4. Macneill Magor Ltd., had requested the Registrar of Companies Tamil Nadu not to allow the name 'Kilburn' to be used by any person for the purpose of including it in the name of any company since Macneill Magor Ltd., and Kilburn Co. Ltd., had allowed the use of the name 'Kilburn' by other associate companies like 'Kilburn Engg. Ltd. and Kilburn Reprographics Ltd.,' at Calcutta and Kilburn Electricals Ltd., at Madras and that no other person had been allowed to use the name of 'Kilburn' in the name. It is the case of the respondents that the contention of the petitioners that section22(1)( b ) will not have any application in respect of the second and third petitioners because there was no other company existing with similar names is not correct since there is a company by name Kilburn Co. Ltd. in the State of West Bengal which was incorpo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d facts. The name 'Kilburn Electricals Ltd.,' was made available by Registrar of Companies, Tamilnadu only after obtaining no objection for allowing the said name from Macneill Magor Ltd. and Kilburn Co., Ltd. The names Kilburn Starters Ltd., and Kilburn Control Systems Ltd., were allowed by the Registrars of Companies, Tamil Nadu and companies were incorporated on 11-7-1988 and 23-8-1988 respectively. Before incorporation, the Regis-trar of Companies, Tamilnadu obtained a no objection certificate from Kilburn Electricals Ltd., Khaitan Co., Advocates and Notary vide their letter dated 28-11-1988 addressed to Registrar of Companies, Tamil Nadu on behalf of their clients viz., 1. Kilburn Co. Ltd. 2. Kilburn Reprographics Ltd., 3. Kilburn Engg. Ltd., and 4. Macneill Magor Ltd., had requested the Registrar of Companies, Tamilnadu not to allow the name 'Kilburn' to be used by any person for the purpose of including it in the name of any company since Macneill Magor Ltd. and Kilburn Co. Ltd., had allowed the use of the name 'Kilburn' by other associate companies like Kilburn Engg. Ltd., and Kilburn Reprographic Ltd. at Calcutta and Kilburn Electricals Ltd. at Madras and that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the name 'Kilburn' only in respect of the registration of the first petitioner company and not for the 2nd and 3rd petitioner companies. Therefore after careful consider- ation of the complaints received from Calcutta based companies, the 2nd and 3rd petitioners were directed to change their names. That apart it is also contended by the respondents that opportunity of personal hearing was also given to the counsel representing the petitioners. That cannot be disputed by the petitioners. Further it is contended by the respondents that the 1st respondent was justified in invoking the powers under section 22 after examining the facts placed by both the parties before him. That apart the respondents have also made it clear that the action under section 22(1)( b ) had been taken against the second petitioner before the expiry of 12 months from the date of registration and hence the petitioners cannot have any grievance over the jurisdiction also. In this regard it is significant to note that the dates of registration of the 2nd and 3rd petitioner companies were on 11-7-1988 and 23-8-1988 respectively and the direc-tions issued on 7-7-1989 were within the time stipulated under section 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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