Applicable Law
Section 16 of the Companies Act, 2013 talks about the Rectification of name of the Company.
If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which, —
a) in the opinion of the Central Government, is identical with or too nearly resembles the name by which a company in existence had been previously registered, whether under this Act or any previous company law, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of three months from the issue of such direction, after adopting an ordinary resolution for the purpose;
(b) on an application by a registered proprietor of a trade mark that the name is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999, made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, in the opinion of the Central Government, is identical with or too nearly resembles to an existing trade mark, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of six months from the issue of such direction, after adopting an ordinary resolution for the purpose.
Powers delegated to RD
Section 458 of the Companies Act, 2013 empowers the Central Government to delegate its powers and functions to the Regional Director or the Registrar of Companies wherever required. In exercise of its powers under Section 458, the Central Government vide notification S.O. 4090(E) dated 19th December 2016, has delegated the powers and functions vested in it under certain sections of the Act, 2013 to the Regional Directors based at Mumbai, Kolkata, Chennai, New Delhi, Ahmedabad, Hyderabad and Shillong.
As per Section 16 of the Companies Act, 2013 Regional Director has the power to order a company to rectify its name in case the name of the company is identical with or too nearly resembles the name by which a company in existence had been previously registered, whether under the Act, 2013 or any previous company law and to order rectification of name of the company, if an application by a registered proprietor of a trade mark is made to him that the name is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999.
Draft of the Application Given below-
To, Dated: …….
The Regional Director, Northern Region
Ministry of Corporate Affairs,
B-2 Wing, 2nd Floor,
Paryavaran Bhawan, CGO Complex,
New Delhi-110003
Subject: Application for changing the name of……………(CIN: ……………….) being identical and too resembling with the name of our Company (……………………….).
Respected Sir,
We, …………………., a Company incorporated under the Companies Act, 2013 having its registered office at …………………… bearing CIN: ………………….wish to submit as under:
1. It has recently come to our knowledge that a Company bearing the similar objects as our Company, was incorporated under ……………………….. under the name “M/s …………………………..) bearing Company Identification Number (CIN) …………………..”. The Registered office of the Company is situated at ……………………..
The board of Directors of “MTPPL” consists of two Directors, the details are as follows:
| DIN | Name | Address | E-mail ID | Membership No./ Certificate of practice No., of any professional Institute. |
| – | – | – | – | – |
| – | – | – | – | – |
The Copy of the e-forms and documents filed for Incorporation along with the Certificate of Incorporation as available on the MCA portal are attached herewith as Annexure-I.
2. It seems that the Registrar of Companies (ROC) has inadvertently approved the name ………………….. However, as this name is identical and too nearly resembles with the name of our Company ……………………….. It can give a misleading impression to the public at large that the Company is related to our Company or its Directors/KMPs or the business carried on by the Company.
3. ……………………… is not authorised to use the word ……………….. as it is a registered trademark under the Trademark Act 1999. …………………. is the registered owner of the mark. The mark ………………. has been registered under the following class:
| S No | Trad Mark | Application No. | Class | Status | Valid Upto | Goods and Service Description |
| – | – | – | – | – | – | – |
4. ………………d has given the right to continue to use the trade name/ trademark …………….” under the common law and in equity. The Copy of the registration certificate of tradename /trademark ………………” are attached herewith as Annexure II.
5. Our Company is principally engaged in the business …………………………. and continue to use the said registered mark ………………… and is providing wide gamut of services to a wide network of Customers.
6. The use of the Trade-name / Trade mark ………………… illegally in the name of a Corporate Identity by any third Party in respect of any services and / or products is bound to cause confusion and deception amongst the purchasing public and members of the Trade. Such act on the part of any such third Party is unlawful, prohibited and will clearly amount to infringement/ passing of the Trade Name / Trademark …………….” as its own and making commercial gains from the use of the trade-name/ trademark.
7. If the name of …………” is not changed then it will cause irreparable monetary as well as reputation and goodwill loss to our Company and trade-name/ trademark “……………… which has been accrued over many years with its Customers, and the general public, across the World.
Applicable Law
8. Section 16 of the Companies Act, 2013 talks about the Rectification of name of the Company.
If, through inadvertence or otherwise, a company on its first registration or on its 1999, made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, in the opinion of the Central Government, is identical with or too nearly resembles to an existing trade mark, it may direct the company to change its name and the company shall change its name or new name, as the case may be, within a period of six months from the issue of such direction, after adopting an ordinary resolution for the purpose.
9. Powers delegated to RD
Section 458 of the Companies Act, 2013 empowers the Central Government to delegate its powers and functions to the Regional Director or the Registrar of Companies wherever required. In exercise of its powers under Section 458, the Central Government vide notification S.O. 4090(E) dated 19th December 2016, has delegated the powers and functions vested in it under certain sections of the Act, 2013 to the Regional Directors based at Mumbai, Kolkata, Chennai, New Delhi, Ahmedabad, Hyderabad and Shillong.
As per Section 16 of the Companies Act, 2013 Regional Director has the power to order a company to rectify its name in case the name of the company is identical with or too nearly resembles the name by which a company in existence had been previously registered, whether under the Act, 2013 or any previous company law and to order rectification of name of the company, if an application by a registered proprietor of a trade mark is made to him that the name is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999.
Prayer
Base on the above, we hereby most respectfully and humbly pray to you to pass an appropriate order directing “…………….. to change its name with immediate effect by removing the word ………………… from its corporate name, in accordance with the provisions of ……………….. otherwise it will cause irreparable monetary as well as reputation and goodwill loss to our Company.
We will be happy to provide any further information, if so desired, in this regard.
Yours sincerely,
For ………………………….
…………………….
Company Secretary
ACS No.: ……………….
Add: ……………………
Enclosures:
- E-forms and documents filed for Incorporation along with Certificate of Incorporation
- Trademark Registration Certificates
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