Court Holds that Company Name "Toplad" Phonetically and Structurally Too Nearly Resembles "Topland" Trademark; Rejects Regional Director's Segregation Approach Under Section 16(1)(b) of Companies Act, 2013
In a significant ruling on 25th September 2026, the Delhi High Court set aside the order of the Regional Director, Ministry of Corporate Affairs, which had rejected an application filed by Topland Engines Private Limited seeking rectification of the name of Toplad Private Limited under Section 16(1)(b) of the Companies Act, 2013. The Court found that the respondent company's name "TOPLAD" is too nearly resembling the petitioner's registered trademark "TOPLAND," warranting a change of name.
Topland Engines Pvt Ltd, incorporated in 2021 and engaged in manufacturing diesel engines and generators, had moved the Regional Director to direct Toplad Private Limited, incorporated in 2020 and engaged in educational services, to change its company name. The petitioner contended that the name "TOPLAD" was phonetically and visually similar to its trademark "TOPLAND," which had been registered since 2008 across various classes, including education.
The Regional Director had earlier dismissed the application, reasoning that the names were not identical or too nearly resembling each other. The authority's approach was to split the names into parts-"TOP" and "LAND" versus "TOP" and "LAD"-and held that the common word "TOP" did not confer exclusivity, and "LAND" and "LAD" were distinct.
However, Justice Amit Mahajan disagreed with the Regional Director's fragmented comparison approach. The Court emphasized that under Section 16(1)(b), the name must be compared as a whole rather than dissected into components. The judgment highlighted that the standard for name similarity in rectification proceedings is wider and stricter than trademark law, and the authority is not required to assess likelihood of deception but simply whether the name is identical or too nearly resembles a registered trademark.
Applying this holistic test, the Court observed that "TOPLAD" and "TOPLAND" differ only by one letter `N' and are phonetically similar, especially given Indian linguistic and market contexts where slight vowel and consonant omissions are often slurred or mispronounced. The judgment cited precedents such as Essco Sanitations v. Mascot Industries and Ajanta Pharma Ltd. v. I-Well Pharma, where minor vowel differences were insufficient to distinguish competing marks.
Considering these factors, the Court concluded that "TOPLAD" too nearly resembles the registered trademark "TOPLAND." It directed the respondent company to change its name to one that does not resemble "TOPLAND" within three months, and instructed the Regional Director to take necessary legal steps to ensure compliance.
The ruling reinforces the importance of protecting registered trademarks from closely resembling company names under the rectification provisions of the Companies Act, 2013, and clarifies that company names must be assessed holistically rather than dissected for differences.
Bottom Line:
Companies Act, 2013 Section 16(1)(b) Rectification of company name - Test is whether company name is identical with or too nearly resembles registered trademark - Regional Director is not required to examine likelihood of deception or confusion as in trademark disputes - Competing names must be compared as a whole and not by splitting them into parts - "TOPLAD" held too nearly resembling registered trademark "TOPLAND" - Impugned order rejecting rectification application set aside.
Statutory provision(s):
Companies Act, 2013 Section 16(1)(b), Trade Marks Act, 1999
Topland Engines Private Limited v. Toplad Private Limited, (Delhi) : Law Finder Doc Id # 2990675
