Plea to Change Petitioner-Co.’s Name Filed After 3 yrs from Date of Incorporation was Barred by Limitation: HC

Case Details: Sri Krishna Sweets and Food Products (Chennai) (P.) Ltd. v. Joint Director, Ministry of Corporate Affairs, Chennai - [2023] 152 taxmann.com 40 (HC-Madras)

Judiciary and Counsel Details

• • Dr. Anita Sumanth, J.
  • Satish Parasaran, Sr. Counsel & R. Parthasarathy for the Petitioner.
  • Venkaswamy Babu, Sr. Panel Counsel, Athiban Vijay & K. Gowtham for the Respondent.

Facts of the Case

In the instant case, the petitioner company was incorporated on 06.08.2009. The second respondent/R2 instituted a suit before the District Court seeking an injunction against the petitioner for the use of its name and trademark, and the same was yet pending.

R2 filed an application on 27-10-2016 u/s 16 of the Companies Act, 2013 before the Joint Director (i.e. R1) seeking rectification of the name of the petitioner company as it closely resembled the name of R2 Company. The petitioner received a notice from R1 regarding the application filed by R2.

The petitioner responded to the said notice and raised a preliminary argument questioning R1’s jurisdiction on two grounds – the bar of limitation and the authenticity of documents relating to the trademark, as these matters were sub, judice at that time.

The said proceedings were concluded and the parties were directed to file written submissions. The petitioner, apprehending that R1 might not afford a fair or proper hearing filed an instant petition for the issuance of a writ of prohibition to prohibit R1 from exercising jurisdiction in the impugned proceedings and to direct R1 to terminate the said proceedings.

R2, on the other hand, contended that it came to know about the existence of the petitioner company only in 2015 and urged that section 16 should be interpreted in a way that a limitation period of 3 years commenced from the date of knowledge of incorporation of the petitioner company.

It was noted that the incorporation of the petitioner company on 06-8-2009 was an admitted position in the application filed by R2 seeking amendment.

High Court Held

The High Court held that since the period of 3 years would run from the date of incorporation and the application for a change of name was filed in 2016, the jurisdictional fact of the bar of limitation was clearly established. Therefore, an instant writ petition was to be allowed.

List of Cases Reviewed

• • Satpuda Infracon (P.) Ltd. v. Satpura Infracon (P.) Ltd. ILR (2017 MP 2645, (para 31)
  • Vardhaman Crop Nutrients (P.) Ltd. v. Union of India [2015] 192 Comp. Cas. 312 (Punj. & Har.)]
  • Everstone Capital Advisors (P.) Ltd. v. Everstone Ventures LLP 2019 SCC Online Delhi 811
  • Mondelez Foods (P.) Ltd. v. Regional Director (North) [2017] 84 taxmann.com 161 (Delhi) (para 45) distinguished.
  • S. Govina Menon v. Union of India AIR 1967 SC 1274 (para 48) followed.

List of Cases Referred to

• • Sri Krishna Sweets (P.) Ltd. v. M. Murali [CMA Nos. 2266 of 2268 of 2017, dated 18-9-2017] (para 6)
  • Satpuda Infracon (P.) Ltd. v. Satpura Infracon (P.) Ltd. ILR 2017 MP 2645 (para 31)
  • S.S. Gadgil v. Lal & Co. [1964] 53 ITR 231 (SC) (para 35)
  • B.K. Educational Services (P.) Ltd. v. Parag Gupta & Associates [2018] 98 taxmann.com 213/150 SCL 293 (SC) (para 41)
  • Thirumalai Chemicals Ltd. v. Union of India [2011] 11 taxmann.com 204/108 SCL 78 (SC) (para 42)
  • Vardhaman Crop Nutrients (P.) Ltd. v. Union of India [2015] 192 Comp Case 312 (Punj. & Har.) (para 45)
  • Everstone Capital Advisors (P.) Ltd. v. Everstone Ventures LLP 2019 SCC Online Delhi 8111 (para 45)
  • Mondelez Foods (P.) Ltd. v. Regional Director (North) [2017] 84 taxmann.com 161 (Delhi) (para 45)
  • S. Govinda Menon v. Union of India AIR 1967 SC 1274 (para 48)
  • Lords Insullations India (P.) Ltd. v. Regional Director, Department of Company Affairs [2006] 65 SCL 15 (Mad.) (para 51).