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2017 Supreme(Del) 2096
IN THE HIGH COURT OF DELHI AT NEW DELHI
VIBHU BAKHRU, J.
Mondelez Foods Private Limited - Petitioner
Versus
The Regional Director (North), Ministry of Corporate Affairs & Ors. - Respondents
W.P. (C) 5289 of 2014 & CM No. 10518 of 2014
Decided On : 07-07-2017
Advocate Appeared:
For the Petitioner: Mr. Rajeev Virmani, Mr. Darpan Wadhwa, Mr. Ajay Bhargava, Mr. Ankur Sangal, Ms. Sucheta Roy
For the Respondents: Mr. Rajesh Gogna
The court established that the Central Government has the authority to direct a company to change its name if it is found to be undesirable or too similar to an existing company's name.
Headnote:
Companies Act - Change of Corporate Name - Section 22
Fact of the Case:
The petitioner challenged the change in the corporate name of respondent no.2 from 'Nonstop Logistics India Private Limited' to 'Mondelez India Private Limited' under Section 22 of the Companies Act, 1956.
Finding of the Court:
The court found that the adoption of the name 'Mondelez' by respondent no.2 was dishonest and deceptively similar to the petitioner's corporate name.
Issues: The issues revolved around the rejection of the petitioner's representation under Section 22 of the Act and the jurisdiction of the Central Government to issue directions for changing the name of respondent no.2.
Ratio Decidendi: The court interpreted Sections 20 and 22 of the Companies Act, 1956, and emphasized that the changed name of respondent no.2 was undesirable and that the Central Government had the power to direct the change of a company's name if it resembled an existing company's name.
Final Decision: The court directed the Registrar of Companies to issue necessary directions to respondent no.2 to change its name to one that does not resemble the name of the petitioner or any other existing company.
Vibhu Bakhru, J.
1. Mondelez Foods Private Limited (hereafter “the petitioner”) has filed the present petition under Article 226 of the Constitution of India, inter alia, impugning an order dated 20.06.2014 passed by respondent no.1 (hereafter “the RD”), rejecting the representation filed by the petitioner under Section 22 of the Companies Act, 1956 (hereafter “the Act”). The petitioner is essentially aggrieved by respondent no.3, that is, Registrar of Companies (ROC), accepting the change in the corporate name of respondent no.2 from “Nonstop Logistics India Private Limited” to “Mondelez India Private Limited” and registering respondent no.2 under that name.
2. Aggrieved by the aforesaid action, the petitioner had made a representation to the RD under Section 22 of the Act which was rejected by the RD principally for two reasons: first, that the petitioner was not the owner of the trade mark “Mondelez”, which was owned by M/s Kraft Foods Global Brands, LLC, a subsidiary of M/s Mondelez International, Inc.; and second, that the RD was of the view that jurisdiction to issue any directions under Section 22(1)(i) of the Act had expired on 10.09.2013 and therefore no directions could be issued to respondent no.2 to change its name.
3. Briefly stated, the controversy in the present case arises in the context of the following facts:
3.1 The petitioner was incorporated under the Act on 28.05.2012. The word 'Mondelez' is a distinctive part of the corporate name of the petitioner and is also a part of the trade mark of Mondelez International Inc., which is stated to be one of the world's largest snacks companies, with global net revenues of USD 35 billion in 2012. It is stated that Mondelez International Inc. has a presence in 165 countries around the world and employs around 1,00,000 persons across the globe.
3.2 That in the year 2010, Kraft Foods, Inc., acquired Cadbury Group and on 01.10.2012, reorganized its business into two divisions: Mondelez International, Inc., and Kraft Foods Group, Inc. It is stated that the word “Mondelez” is a coined word from the words “Monde” (which in Latin means “world”) and delez (which is a fanciful expression evoking the word “delicious”). It is also claimed that the word Mondelez was widely published internationally in several newspapers as early as in March 2012. The petitioner further states that Mondelez International, Inc. has also filed trade mark applications for registration of the marks “Mondelez International” and “Mondelez International (logo)” across the globe including with the Indian Trade Marks Registry. The petitioner claims that its corporate name includes the word “Mondelez” with due approval and no objection certificate has been issued in this regard.
3.3 After the petitioner was incorporated, respondent no.2 - which was then known as Nonstop Logistics India Private Limited - filed an application before the ROC, seeking availability of the name “Mondelez India Private Limited”. Respondent no.2 also applied for registration of the trade mark “Mondelez (logo)” with the Trade marks Registry in similar class of goods as dealt with by the petitioner. The documents filed by respondent no.2 with the ROC indicate that an extraordinary general body meeting of the said respondent was held on 03.09.2012 for change of corporate name and the only reason for changing the name was that the directors of respondent no.2 considered the new name to be "lucky for business transactions". The ROC confirmed the availability of the name “Mondelez India Private Limited” and on an application made by respondent no.2, the ROC issued a fresh certificate of incorporation on 11.09.2012 under the changed name - “Mondelez India Private Limited”.
3.4 The petitioner has alleged that the change of name of respondent no.2 is patently dishonest and was adopted only with a view to negotiate a settlement in exchange for dropping the word “Mondelez”.
3.5 In view of the above, the petitioner called upon respondent no.2 to
