In a recent ruling by the Hon'ble High Court of Delhi, the interpretation of Section 12 of the Companies Act, 2013, regarding the display of old company names came under scrutiny in a case where the court had directed a defendant to change its name. This article provides a detailed analysis of the legal implications of the court's clarification and its impact on mandatory name change cases.

Background:
The case in question involved a directive from the Hon'ble High Court of Delhi for the defendant to change its corporate name. In compliance with the court's direction, the defendant applied to the Registrar of Companies for a change of name. However, confusion arose regarding the applicability of Section 12 of the Companies Act, 2013, which mandates the display of old company names for a period of two years in cases of voluntary name changes.

Interpretation of Section 12 of the Companies Act, 2013:
Section 12 of the Companies Act, 2013, stipulates that when a company voluntarily changes its name, it must continue to display its old name along with its new name for a period of two years from the date of change. The objective behind this provision is to ensure transparency and inform stakeholders about the transition to a new corporate identity.

Clarification by the Hon'ble High Court of Delhi:
In the case before the Hon'ble High Court of Delhi, the defendant argued that it was required to comply with the provisions of Section 12 despite the name change being mandated by the court. However, the court clarified that Section 12 applies specifically to cases of voluntary name changes initiated by the company itself. In instances where the court directs a company to change its name as part of a judicial order, the provisions of Section 12 do not apply.

Conclusion:
The interpretation of Section 12 of the Companies Act, 2013, by the Hon'ble High Court of Delhi in mandatory name change cases underscores the nuanced approach required in legal proceedings involving corporate governance matters. By providing clarity on the applicability of statutory provisions, courts play a pivotal role in ensuring compliance with the law while balancing the practical realities faced by businesses.

Case Title: Sanofi and another Vs Zanofi Pharmaceutical Pvt. Ltd.
Order Date: 23.02.2024
Case No. CS Comm 881 of 2023
Neutral Citation:N.A.
Name of Court: Delhi High Court
Name of Hon'ble Judge: Anish Dayal, H.J.

Disclaimer:
Ideas, thoughts, views, information, discussions and interpretation expressed herein are being shared in the public Interest. Readers' discretion is advised as these are subject to my subjectivity and may contain human errors in perception, interpretation and presentation of the fact and issue involved herein.

Written By: Advocate Ajay Amitabh Suman, IP Adjutor - Patent and Trademark Attorney
Email: [email protected], Ph no: 9990389539