Trademark Remedies and Corporate Law Conflicts
Introduction: The case of Infosys Limited versus Southern Infosys Limited represents a significant development in the intersection of trademark law and corporate governance under the Companies Act, 2013. It addresses the obligations of a company compelled by a court to change its name due to trademark infringement and whether such a company must continue to display its former name in compliance with statutory provisions. The dispute arose from the plaintiff's contention that the defendant, despite changing its name following an injunction, improperly relied on Section 12 of the Companies Act to retain references to its previous name, potentially perpetuating confusion in the market. This order, issued by the Delhi High Court, clarifies the limits of statutory requirements in the context of judicially mandated name changes, emphasizing the primacy of preventing deceptive similarity over routine corporate disclosure norms. By drawing on precedents, the court reinforces the distinct treatment of involuntary name changes driven by infringement remedies, highlighting the balance between public disclosure and the protection of intellectual property rights.
Factual Background: Infosys Limited, a well-established information technology company, initiated legal action against Southern Infosys Limited, alleging that the defendant's corporate name infringed upon its registered trademark "Infosys" by creating deceptive similarity and confusion among consumers. The plaintiff argued that the use of "Infosys" in the defendant's name amounted to passing off and trademark violation, leading to a suit for injunction and damages. On May 27, 2024, the Delhi High Court granted a permanent injunction, restraining the defendant from using the name "Southern Infosys Limited" and directing it to change its corporate name. This judgment was subsequently upheld by a Division Bench of the same court. In response, the defendant changed its name but filed a compliance affidavit on July 5, 2025, stating that it would continue to reflect its previous name in certain communications, invoking Section 12 of the Companies Act, 2013, which requires companies undergoing name changes to display both old and new names for a specified period. The plaintiff, dissatisfied with this approach, contended that such display defeated the purpose of the injunction by allowing ongoing association with the infringing name.
Procedural Background: The suit was filed before the Delhi High Court as CS(COMM) 257/2024, accompanied by an interim application I.A. 6053/2025. The initial judgment on May 27, 2024, decreed in favor of the plaintiff, imposing a permanent injunction and mandating the name change. Following the defendant's compliance affidavit of July 5, 2025, the plaintiff raised objections during a hearing on August 1, 2025. The court heard arguments from both sides, with the plaintiff referencing a prior coordinate bench order to support its position. The defendant, appearing through video conference, initially defended its stance but conceded upon review of the cited precedent. The court issued directions for further compliance and scheduled subsequent listings before the Joint Registrar on September 10, 2025, and before the court on December 11, 2025, to monitor adherence and potentially dispose of the suit.
Core Dispute: The central issue revolved around the applicability of Section 12(3) of the Companies Act, 2013, which mandates that a company changing its name must, for two years, mention its former name alongside the new one in all business letters, billheads, and other official publications. The plaintiff argued that this provision should not apply when the name change is court-ordered due to trademark infringement, as it would undermine the injunction by permitting continued reference to the prohibited name, thereby risking ongoing confusion and deception. The defendant countered that statutory compliance under Section 12 necessitated displaying the old name, viewing the change as akin to a voluntary rectification. This raised broader questions about the interplay between corporate law obligations and judicial remedies in intellectual property disputes, specifically whether court-directed changes fall under the same disclosure regime as voluntary or administratively mandated alterations.
Discussion on Judgments: The plaintiff relied heavily on the order dated February 23, 2024, in Sanofi & Anr. v. Zanofi Pharmaceutical Pvt. Ltd., CS (COMM) 881/2023, where a coordinate bench of the Delhi High Court addressed an identical issue in a trademark infringement suit. In that case, the court examined Sections 12 and 16 of the Companies Act, 2013, and held that when a name change is directed by a court to rectify infringement, the proviso to Section 12(3) requiring display of the former name does not apply, as it would contradict the goal of eliminating deceptive similarity. The Sanofi order emphasized that Section 16 empowers the Central Government or courts to mandate changes in cases of resemblance to existing trademarks, without the accompanying disclosure obligation intended for voluntary changes. Within this context, the Sanofi judgment cited M/s Montari Overseas Ltd. v. Montari Industries Ltd., 1995 SSC OnLine Del 864, a Division Bench decision of the Delhi High Court, which dealt with analogous provisions under Sections 20 and 22 of the Companies Act, 1956. In Montari, the court clarified that common law remedies for passing off operate independently of statutory rectification mechanisms, allowing courts to grant injunctions against undesirable names without being limited by corporate law provisions, and affirmed that judicial directions for name changes do not trigger the same disclosure requirements as administrative processes. Additionally, the Sanofi order referenced K.G. Khosla Compressors Ltd. v. Khosla Extraktions Ltd., AIR 1986 Delhi 184, where the Delhi High Court held that civil courts retain jurisdiction to issue injunctions restraining the use of confusingly similar corporate names, even in the presence of statutory avenues under the Companies Act, as the remedies under common law and statute function in distinct fields—the former enabling broad injunctive relief to prevent confusion, while the latter focuses on administrative rectification.
Reasoning and Analysis of the Judge: The judge, Hon'ble Ms. Justice Manmeet Pritam Singh Arora, meticulously analyzed the plaintiff's grievance by aligning it with the principles established in the Sanofi order, which she found directly applicable due to the identical factual matrix involving a court-mandated name change for trademark infringement. She noted that Section 16 of the Companies Act, 2013, provides for rectification of a company's name when it resembles a registered trademark, granting the Central Government or courts the authority to direct changes without the proviso in Section 12(3) mandating display of the former name, as such display would perpetuate the very confusion the injunction seeks to eliminate. Drawing from the Sanofi reasoning, the judge underscored that voluntary name changes under Section 12 aim to ensure public disclosure and continuity, whereas judicial interventions under infringement suits prioritize rectification of illegal use, rendering the disclosure proviso inapplicable and out of context. She further endorsed the precedents cited in Sanofi, observing that the Montari decision illustrates the independence of common law actions from statutory frameworks, allowing courts to impose name changes without ancillary obligations that could hinder the remedy's effectiveness. Similarly, the Khosla case reinforced her view that civil courts' jurisdiction in passing off actions extends beyond corporate law limits, enabling tailored relief to prevent deception. In applying this to the present facts, the judge rejected the defendant's reliance on Section 12, concluding that permitting display of the injuncted name would defeat the purpose of the May 27, 2024, judgment, which had been upheld on appeal, and emphasized the need for complete disassociation to protect the plaintiff's trademark rights.
Final Decision: The court directed the defendant to display only its new name across all goods, services, promotional material, physical or online media, and in all other respects, explicitly prohibiting any reference to its previous name.
Law Settled in This Case: This case establishes that when a court directs a company to change its name as a remedy for trademark infringement or passing off, the proviso to Section 12(3) of the Companies Act, 2013, requiring the display of the former name for two years, does not apply. Instead, the company must fully cease referencing the old name to align with the injunction's objective of eliminating confusion and deception. It affirms the distinction between voluntary or administrative name changes, which trigger disclosure obligations for public transparency, and judicially mandated changes, which operate in a separate field prioritizing intellectual property protection over routine corporate formalities. By endorsing the principles from coordinate and prior benches, the decision clarifies that common law remedies under trademark law supersede conflicting statutory provisions in infringement contexts, ensuring that courts can grant effective relief without unintended perpetuation of the infringing conduct.
Case Title: Infosys Limited Vs Southern Infosys Limited
Date of Order: 1 August, 2025
Case Number: CS(COMM) 257/2024
Name of Court: High Court of Delhi at New Delhi
Name of Judge: Hon'ble Ms. Justice Manmeet Pritam Singh Arora
Disclaimer: The information shared here is intended to serve the public interest by offering insights and perspectives. However, readers are advised to exercise their own discretion when interpreting and applying this information. The content herein is subjective and may contain errors in perception, interpretation, and presentation.
Written By: Advocate Ajay Amitabh Suman, IP Adjutor [Patent and Trademark Attorney], High Court of Delhi
