Name Clashes: Resolving Conflicts Between Corporate Identities And Trademarks
With the competitive corporate environment in India, disputes over identical or similar names have become increasingly common, as trademarks and company names frequently overlap. Confusion and disputes over ownership and resemblance with existing entities and goodwill have often seen the emergence of fresh startups pitted against long-standing businesses. This article looks at the development of Indian law over such disputes from the shift from Section 22 of the Companies Act, 1956, to Section 16 of the Companies Act, 2013, analysing how the latter rebalanced the scales between company name rectification and trademark protection, integrated intellectual property rights into corporate regulation, and carved out jurisdictional boundaries between the Regional Director (hereinafter Referred as “RD”), the High Courts, and the Intellectual property Tribunal (herein referred as “IP tribunals”).
The dispute arises when an existing company or trademark proprietor finds that a company recently incorporated has a similar or identical name and is likely to deceive the public and dilute its goodwill. Traditionally, disputes related to corporate names were governed by the Companies Act, 1956, with an express intent to maintain the integrity of the company register. However, the Companies Act, 2013, has broadened its scope of protection by recognizing trademark proprietors expressly in corporate name disputes.
This evolution is more than legislative reform; it's a conceptual shift in Indian corporate jurisprudence from protection of mere administrative accuracy to protection of commercial identity and intellectual property. The paper proceeds to trace this development chronologically, explaining the transition from Section 22 of the 1956 Act to Section 16 of the 2013 Act, Power of Hon'ble court, Limited interference of Tribunal, Jurisdiction, limitation followed by an analysis of how courts have interpreted and applied these provisions through landmark judgments.
Legislative Framework: Section 22 Of The 1956 And Section 16 Of The 2013 Act
Back when the Companies Act, 1956[1] was in force, Section 22 let the Central Government step in and order a company to change its name if it matched or looked too much like the name of another registered company, or a registered trademark. But the government only had twelve months from the date the company was incorporated or changed its name to act. If the company ignored the order, it had to pay a daily penalty
Then the Companies Act, 2013[2] came along and switched things up. Section 16 replaced the old rule. Now, under Section 16(1)(a), the government still has the power to force a name change if a company registered a name that's too close to an existing one. This section doesn't set a time limit. Without that deadline, people started arguing—can someone really complain about a company's name long after it's been around, just because there's no set window for objections?
Section 16(1)(b) handles things differently for trademark owners. If a company's name is identical or too similar to a registered trademark, the trademark owner can ask for a name change—but only within three years of the company's incorporation or name change. Trademark owners have a strict deadline, but when it comes to the government acting on its own under clause (a), the expectation is that it'll still act reasonably, even without a fixed time limit.
Who May Apply – When And Why
There is another interpretation about whether private parties can file Section 16(1)(a). The Hon'ble Madras High Court, in T.T. Ltd. v. Union of India (2022), [3]settled this stating that clause (a) is just for the Central Government. Trademark owners or anyone else can't rely on it—they have to file Section 16(1)(b) instead, which lays out a specific process and a set deadline. Courts have also made clear that if a law doesn't spell out a deadline, the authority in charge can't just wait forever. They need to act within a reasonable time. The Hon'ble Supreme Court said as much in cases like Mohamad Kavi Mohamad Amin v. Fatmabai Ibrahim and Union of India v. Citi Bank N.A. that If someone sits on their rights for too long, the law loses its certainty and fairness. So, even the Central Government can't dig up old cases under Section 16(1)(a) years—maybe decades—after a company has already been set up. The reasonable timeframe must be interpreted in harmony with the older provision under Section 22, which allowed only twelve months for such action.
How To Decide The Jurisdiction Of Regional Director
The location of the company's registered office determines the jurisdiction of the Regional Director (RD) of the Ministry of Corporate Affairs under both the current Section 16 of the Companies Act, 2013 and the previous Section 22 of the repealed Companies Act, 1956. Name rectification and related proceedings will be decided by the Regional Director who has jurisdiction over the geographic area where the company's Registrar of Companies (ROC) is located.
For a company registered in Uttarakhand, the concerned [4]ROC is ROC–Uttarakhand (Dehradun), which falls under the jurisdiction of the Northern Regional Director, New Delhi; whereas a company registered in Jaipur, Rajasthan comes under ROC–Rajasthan (Jaipur), which is governed by the North Western Regional Director, Ahmedabad, and accordingly any proceedings under Section 16 of the Companies Act, 2013 must be filed before the respective Regional Director based on the location of the company's registered office against which applicant wants to file rectification application.
Judicial Development And Chronological Case Law Analysis
Courts have played a big part in shaping how Sections 22 and 16 work. If you look at the big cases over the years, you see a steady evolution—getting clearer about what counts as resemblance, who has the power to act, how long someone can wait to file, and where the Regional Director's authority stops.
(i) Company-Name Scrutiny Prevails Over Trademark Findings
In case of [5]cGMP Pharmaplan v. Regional Director (Delhi High Court, 2010), the petitioner tried to keep “Pharmaplan” in its company name, arguing that a civil court had already found no deceptive similarity with another trademark. "However, the Hon'ble High Court dismissed that assertion stating that said company law uses stricter tests than trademark law. Even if there's just a close resemblance—no actual confusion needed—the name can be changed. The Hon'ble Court made it clear that the Regional Director can decide on resemblance independently, and company law works on its own track, separate from intellectual property law, even though they sometimes overlap and
(ii) Hon'ble Madras High Court in case of [6]Shaktiman Equipments v. Union of India, the court looked at the rights of prior users and the weight of goodwill. Here, the company “Shaktiman Equipments” popped up in 2019, while Tirth Agro had already been using “Shaktiman” as a trademark for over sixty years. The RD ordered rectification because the names were identical, and the court backed that up. The reasoning was blunt: if the names are identical, confusion is likely, even if the businesses aren't in the same field. Prior users get stronger protection, and even if the new company didn't mean to copy, the name still has to go. The main takeaway? It's all about the likelihood of association in the public's mind—not whether the businesses overlap
(iii) Courts protect well-known corporate prefixes from misuse that may mislead an ordinary person.
Similarly, the issue raised before Hon'ble Telangana High court in case of [7]GMR Spintex v. Regional Director whether a textile company could use the “GMR” prefix. The established “GMR Group” objected, and the RD told the petitioner to drop “GMR” from its name. The High Court agreed. They said you don't need identical businesses for there to be a problem—a famous corporate prefix that can mislead people into thinking there's a connection. The test? What would an ordinary person with an imperfect memory think? The Court also made it clear that timing matters, but trademark rectification follows the idea of “reasonable time,” not a hard deadline. It's all about protecting big, recognizable names from getting watered down or misused.
(iv) Determination on the Applicability and Limitation of Section 16(1)(a)
That Hon'ble Madras High court in case of [8]T.T. Ltd. v. Union of India made it clear that private parties can't file applications under Section 16(1)(a) of the Companies Act, 2013. That power belongs only to the Central Government. Registered trademark owner can file under Section 16(1)(b) within three years from when the company was incorporated or changed its name. Now, even though Section 16(1)(a) doesn't spell out a time limit, the Court said the Government still needs to act within a reasonable time—pretty much like the old twelve-month window under Section 22 of the 1956 Act. In this case, the companies had been around for years, so these petitions were just too late. The Government was right to reject them. The Court also threw out the writ petitions, not just because of the delay, but also because the petitioner had already tried and failed to get relief in a trademark suit.
(v) Trademark Ownership Disputes Lie Outside Section 16 Proceedings
The most recent case of Hon'ble Delhi High Court in case of [9]Panchhi Petha Store v. Union of India, really spelled out what the Regional Director can and can't do. Two parties fought over the famous “Panchhi Petha” name from Agra. The RD tried to figure out who owned the trademark, siding with one party. The High Court wasn't having it—they said the RD went too far. His job is only to decide if names are too similar, not who really owns the mark or whether there's infringement. Ownership disputes belong in IP tribunals or civil courts. The High Court also said its own role under Article 226 is just to check if the RD followed the law and was fair—not to second-guess the resemblance decision. This case drew a clear line around the RD's authority in company name rectification.
When it comes to Section 16, what really matters is whether two names look or sound too much alike—not who owns what. The Registrar of Companies can only check for that resemblance, nothing more. Also, trademark owners now get legal recognition, but they have to move fast—they get three years to raise objections under Section 16(1)(b). Even though the law doesn't always spell out deadlines, there's something called “reasonable time,” and it keeps the authorities from dragging their feet. When disputes land in court, High Courts don't act as appeal courts—they just make sure everything stays on track.
Author is an advocate.
Views Are Personal.
References:
https://ca2013.com/wp-content/uploads/2015/10/Companies_Act_1956_13jun2011.pdf ↑
https://www.indiacode.nic.in/bitstream/123456789/2114/5/A2013-18.pdf ↑
W.P.Nos.52 of 2022 and 5330, 5325 and 5327 of 2020 | 25-08-2022 ↑
https://www.mca.gov.in/content/mca/global/en/contact-us/roc.html ↑
W.P. (C) 3217/2010 ↑
(W.P. (C) 12314 of 2021 ↑
(W.P. No. 10747 of 2008) ↑
T.T. Ltd. v. Union of India (2022) ↑
(W.P.(C)773/2019) ↑