A company name differing by one letter may still too nearly resemble a registered trademark.

The petitioner, incorporated in 2021 and engaged in diesel engines, generators and related parts, held a registered “TOPLAND” trademark.

Respondent No. 1, incorporated in 2020, provided educational and coaching services under the name “TOPLAD PRIVATE LIMITED”.

The petitioner applied under Section 16 of the Companies Act, 2013, seeking a direction that Respondent No. 1 change its name, but the Regional Director rejected the application, finding that the names were not identical or too nearly resembling.

The petitioner challenged that decision under Article 226.

1. Whether “TOPLAD” is identical with or too nearly resembles the petitioner’s registered trademark “TOPLAND” for the purposes of Section 16(1)(b) of the Companies Act, 2013.

2. Whether the Regional Director’s rejection of the petitioner’s application should be set aside.

Section 16(1)(b) of the Companies Act, 2013 permits the Central Government, on a timely application by a registered trademark proprietor, to direct a company to change a name that is identical with or too nearly resembles the registered mark; the inquiry is whether the names too nearly resemble, not whether there is a likelihood of deception or confusion.

In CGMP Pharmaplan (P) Ltd. v. Regional Director, Ministry of Corporate Affairs, the Delhi High Court held that competing names must be compared as a whole, while recognizing that the statutory inquiry is distinct from a passing-off action.

The Court also referred to Essco Sanitations v. Mascot Industries (India) and Ajanta Pharma Limited v. I-Well Pharma as examples of how small differences in letters or vowels may fail to distinguish marks phonetically.

The Regional Director erred by dividing “TOPLAND” and “TOPLAD” into components and treating “LAND” and “LAD” as distinguishing elements, rather than comparing each expression as a whole.

On a holistic comparison, the names are structurally and phonetically similar: “TOPLAD” differs from “TOPLAND” only by the omission of “N,” which may be slurred over in pronunciation and does not sufficiently distinguish the expressions.

The Court also considered the likely perception and pronunciation of the names in the Indian market.

The distinct nature of the parties’ businesses did not displace the statutory inquiry into whether the names too nearly resembled the registered mark.

It set aside the impugned order and directed Respondent No. 1 to change its name to one that does not resemble “TOPLAND”; Respondent No. 2 was directed to take the steps required by law within four weeks.