UINA Infra Projects Private Limited was incorporated on 1st June, 2023. Mr. X had already registered the trade name 'UINA Infra Projects' on 1st…
CA Intermediate · Corporate and Other Laws · MTP · September 2026
UINA Infra Projects Private Limited was incorporated on 1st June, 2023. Mr. X had already registered the trade name 'UINA Infra Projects' on 1st April, 2019 under the Trade Marks Act, 1999. Mr. X was ill since 1st April, 2022. On recovering on 20th May, 2025 and rejoining his office on 5th July, 2025, he learnt that a company had been incorporated under this name. He lodged a complaint with the Regional Director on 10th July, 2025, requesting a direction to the company to change its name. The Regional Director, on examining the application, issued a direction on 11th July, 2025 to UINA Infra Projects Private Limited to change its name. Mr. D, a director of the company, contended that the direction was bad in law because: A. the name of the company is not too identical with or too nearly resembles the name of any other company; and B. the stipulated period for making such a complaint had already expired by 31st May, 2025. Referring to the applicable provisions of the Companies Act, 2013, decide whether Mr. D's contentions are tenable, and advise the time within which the company must change its name if the Regional Director's direction is valid.
Suggested Answer and Working Notes:
Provisions of the Law: Under section 16 of the Companies Act, 2013, where a company is registered under a name that, in the opinion of the Central Government (power delegated to the Regional Director), is identical with or too nearly resembles the name of an existing company, or the registered trade mark of another person under the Trade Marks Act, 1999 either on the Central Government's own motion or on application by the registered trade mark's proprietor, a direction may be issued to change the name. The company must comply within three months of the direction, after passing an ordinary resolution. An application by a trade mark proprietor must be made within three years of the company's incorporation, registration or change of name. Analysis: Ground A: Not tenable. The restriction under section 16 covers not only resemblance to an existing company's name, but also an application by the proprietor of a registered trade mark. 'UINA Infra Projects' is verbatim identical to Mr. X's registered trade mark, so this ground fails. Ground B: Not tenable. The limitation period is three years from incorporation. The company was incorporated on 1st June, 2023, and Mr. X's complaint on 10th July, 2025 falls well within three years. Conclusion: The Regional Director's direction is therefore valid, and UINA Infra Projects Private Limited must change its name within three months of the direction, i.e., on or before 10th October, 2025, after passing the requisite ordinary resolution.
Topics: Incorporation of Company and Matters Incidental Thereto
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