Delhi High Court: Different Trademark Classes Cannot Justify Use of Identical Corporate Name

Aadrikaa Legal Services (ALS)- Law I Litigation I Arbitration

Date: 26.09.2026

Delhi High Court: Different Trademark Classes Cannot Justify Use of Identical Corporate Name

The Delhi High Court has held that dissimilarity in the nature of businesses carried on by two companies is not a relevant consideration for refusing rectification of a corporate name under Section 16 of the Companies Act, 2013, where the later company’s name is identical with or too closely resembles the name of an existing company.

Allowing a writ petition filed by Refex Industries Limited, the Court set aside a 2018 order of the Regional Director, Northern Region, Ministry of Corporate Affairs (MCA), which had refused to direct Refex Hotels Private Limited to change its name merely because the two companies operated in different industries.

The High Court directed Refex Hotels Private Limited to change its name within four weeks to a name that is neither identical to nor resembles the name of Refex Industries or any other existing company.

Refex Industries Was Incorporated in 2002

• Refex Industries was originally incorporated on 13 September 2002 under the name Refex Refrigerants Private Limited. It became a public company in March 2006 under the name Refex Refrigerants Limited, and its name was subsequently changed to Refex Industries Limited on 22 November 2013.
• The company is engaged in the manufacture and refilling of refrigerant gases and owns the registered trademark “REFEX”, bearing Trademark No. 1559466 in Class 1 with effect from 17 May 2007.
• Refex Hotels Private Limited, on the other hand, was incorporated in Punjab on 27 January 2017.

Refex Industries Approaches MCA for Change of Company Name

• On 27 April 2018, Refex Industries filed Form RD-1 under Section 16(1)(b) of the Companies Act, 2013 before the Regional Director, Northern Region, MCA.
• It sought rectification of the corporate name “Refex Hotels Private Limited” on the ground that the later company’s name contained the word “REFEX”, which was identical to Refex Industries’ registered trademark.
• However, the Regional Director rejected the application on 23 August 2018.
• The Regional Director accepted that Refex Industries owned the registered trademark “REFEX” in Class 1 but reasoned that Refex Hotels operated in the hotel industry. Since the parties’ businesses fell in different classes under trademark law, their activities were considered entirely different.
• Refex Industries challenged that decision before the Delhi High Court.

Refex Industries: ‘REFEX’ Is the Distinctive Part of Both Corporate Names

• Before the High Court, Refex Industries argued that “REFEX” was not only its registered trademark but also the distinctive feature of its corporate identity.
• It submitted that nine other companies in its group also used “REFEX” as the distinctive part of their names. It further argued that Refex Hotels had adopted the name without obtaining its consent.
• According to Refex Industries, whether the two entities operated in different industries was irrelevant to the statutory exercise under Section 16 of the Companies Act.

Refex Hotels Relies on Different Nature of Businesses

• Refex Hotels defended its corporate name primarily on the ground that the parties operated in entirely different fields.
• Refex Industries operated in the refrigerant-gas industry falling under Class 1, whereas Refex Hotels operated in the hospitality sector falling under Class 43.
• It argued that there was therefore no likelihood of confusion between the parties.
• Refex Hotels also contended that its name had been chosen in good faith and that several other companies had subsequently been incorporated with names containing the word “REFEX”.
• The Regional Director similarly maintained before the High Court that the scope of the parties’ businesses was “diametrically different” and that use of “REFEX” by the hotel company was neither intended to deceive consumers nor likely to cause confusion.

Delhi HC Finds ‘REFEX’ Prominent and Distinctive in Both Names

• The High Court began by directly comparing the corporate names.
• It found that “REFEX” was the prominent and distinctive element of both Refex Industries Limited and Refex Hotels Private Limited and held that the names were structurally and phonetically identical in that respect.
• The Court also noted the chronology.
• Refex Industries had been incorporated in 2002 and had secured trademark registration for REFEX with effect from 2007. Refex Hotels, in contrast, was incorporated only in January 2017.
• Significantly, Refex Hotels itself admitted that “REFEX” was a coined word, although it claimed that it had adopted the word in good faith for its hospitality business.

Likelihood of Confusion Is Not Necessary Under Companies Act

• A central issue before the High Court was whether the Regional Director was justified in applying a trademark-style test based on the nature of the parties’ businesses and likelihood of consumer confusion.
• The Court answered this in the negative.
• Relying on CGMP Pharmaplan (P) Ltd. v. Regional Director, Ministry of Corporate Affairs, the Court explained that the statutory authority’s powers concerning company names are wider than the inquiry ordinarily undertaken in a passing-off action.
• The relevant question is whether the subsequently registered corporate name too nearly resembles an existing registered name.
• Where that requirement is satisfied, it is unnecessary to additionally establish likelihood of deception or consumer confusion.
• The earlier CGMP Pharmaplan ruling had specifically held that the Central Government’s jurisdiction in relation to corporate names is distinct from the jurisdiction exercised by civil courts in trademark or passing-off disputes.

Different Businesses Do Not Save a Similar Corporate Name

• The Delhi High Court further relied on Everstone Capital Advisors Pvt. Ltd. v. Everstone Ventures LLP.
• In Everstone, the Court had held that the statutory framework governing corporate names does not impose a requirement that the earlier and later entities must operate in the same line of business before rectification can be ordered.
• The judgment also recognised the equivalence of the relevant provisions concerning LLP names with Section 16 of the Companies Act, 2013.

The principle was expressed clearly in the precedent:

• “irrespective of dissimilarity in business”
• a later registration may violate the statutory restriction where the relevant names are impermissibly similar.
• Accordingly, the High Court held in the Refex dispute that the difference between the refrigerant and hospitality businesses was not a relevant criterion for the Regional Director to decline jurisdiction under Section 16.

Corporate Name Protection Is Different From Trademark Classification

• The ruling draws an important distinction between trademark classification and the statutory regulation of corporate names.
• The Regional Director had essentially reasoned that because Refex Industries’ trademark was registered in Class 1 while Refex Hotels operated in the hospitality sector, the use of the common word REFEX did not justify rectification.
• The High Court rejected that approach.
• For the statutory company-name inquiry, the crucial consideration was the identity or close resemblance between the corporate names—not merely whether the businesses fell within the same trademark class.
• Thus, the absence of Refex Industries’ trademark registration in the hotel or hospitality class could not, by itself, justify retention of the later corporate name.

‘REFEX’ Was Already Used Across Refex Group Companies

• The High Court also considered the established use of REFEX within the petitioner’s corporate group.
• It found that when Refex Hotels sought incorporation on 27 January 2017, seven companies belonging to the same Refex group were already on the register with “REFEX” forming a prominent part of their corporate names.
• Six of these group companies had been incorporated in 2008, 2010 and 2015, apart from the petitioner itself.
• This chronology reinforced the petitioner’s status as the prior adopter of the distinctive expression.

Name ‘Refex Hotels’ Held Undesirable Under Section 4(2)(a)

• The Court proceeded to apply Section 4(2)(a) of the Companies Act, 2013.
• The provision stipulates that the name stated in a company’s memorandum shall not be identical with or resemble too nearly the name of an existing company registered under the Companies Act or any previous company law.
• In view of the identity of the prominent and distinctive part of the parties’ corporate names, the Court concluded that the name adopted by Refex Hotels was “undesirable” within the meaning of Section 4(2)(a).

Refex Hotels Had No Reasonable Ground to Adopt Coined Word ‘REFEX’

• The High Court also rejected Refex Hotels’ attempt to characterise “REFEX” as descriptive of hospitality services.
• The Court noted an internal contradiction: Refex Hotels had itself acknowledged that REFEX was a coined word, while simultaneously arguing that it was descriptive of its hospitality business.
• The Court found the descriptive-use argument both unpersuasive and unsubstantiated.
• The documents showed that Refex Industries was the prior adopter of the coined word. The Court consequently held that Refex Hotels had “no reasonable grounds” for adopting REFEX as part of its corporate name.

Claim That Other Companies Used ‘REFEX’ Was Unsubstantiated

• Refex Hotels additionally argued that several other companies appearing on the corporate register used REFEX in their names.
• However, the High Court found that no details of those alleged companies had been placed on record.
• The defence was therefore rejected as unsubstantiated.
• Refex Industries, by contrast, maintained that the other entities using REFEX were companies belonging to its own group.

Four-Year Delay Does Not Defeat Petition

• The Regional Director had also raised the issue of delay and laches.
• The impugned order was passed in August 2018, whereas Refex Industries approached the High Court in October 2022.
• The Court nevertheless declined to dismiss the petition on this ground. It took into consideration the Supreme Court’s order in In Re: Cognizance for Extension of Limitation, under which limitation stood suspended for the intervening period from 15 March 2020 to 28 February 2022.

Delhi High Court Sets Aside Regional Director’s Order

• The High Court ultimately allowed Refex Industries’ writ petition and set aside the Regional Director’s order dated 23 August 2018.
• It directed Refex Hotels Private Limited to change its name within four weeks to another name which is not identical to or does not resemble the name of Refex Industries or any other existing company.
• The directors of Refex Hotels were also directed to ensure compliance, while the Regional Director was directed to issue appropriate directions for implementation of the Court’s order.
• Accordingly, Refex Industries Limited succeeded in the writ petition.

Cases Referred by the Delhi High Court

The judgment discusses and/or refers to several authorities on corporate-name protection and related principles, including:

• CGMP Pharmaplan (P) Ltd. v. Regional Director, Ministry of Corporate Affairs, 2010 SCC OnLine Del 2387;
• Everstone Capital Advisors Pvt. Ltd. v. Everstone Ventures LLP, 2019:DHC:1578;
• Mondelez Foods Private Limited v. Regional Director (North), Ministry of Corporate Affairs & Ors., 2017:DHC:3382;
• Mahendra and Mahendra Paper Mills Limited v. Mahindra and Mahindra Limited, AIR 2002 SC 117;
• Montari Overseas Ltd., 1996 PTC 16 (Delhi);
• International Trade & Exhibitions India Pvt. Ltd. v. Regional Director North, 2011 SCC OnLine Del 4011;
• K.G. Khosla Compressors Ltd. v. Khosla Extrakting Ltd., AIR 1986 Del 181; and
• In Re: Cognizance for Extension of Limitation, Suo Motu Writ Petition (Civil) No. 3 of 2020.

Key Takeaway

The judgment reinforces an important distinction between corporate-name rectification under the Companies Act and conventional trademark infringement or passing-off analysis.

For proceedings concerning corporate names, the statutory inquiry is not necessarily dependent on whether the companies operate in the same industry or whether actual consumer confusion can be established. Where the prominent and distinctive portion of a later company’s name is identical with or too closely resembles that of a prior existing company, dissimilarity in business cannot by itself justify retention of the later name.

The Delhi High Court therefore found the Regional Director’s reliance on the distinction between Class 1 refrigerant products and Class 43 hospitality services legally irrelevant to the exercise of jurisdiction under Section 16.

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Source: Delhi High Court

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Ravi Shekhar Jha – Advocate, Bar Council of Delhi