SHAFQUAT HAIDER Vs. M. AL-AMIN

JUDGEMENT

(1.) That appeal by special leave calls in question an order of a learned Single Judge of the High Court Division dated 26 June 1986 refuting temporary injunction to restrain the respondents' use of a trade name, Ciproco Computers. The learned trial Judge took the view that "there is a gulf of difference between the ''Ciproco Computer" and the "Ciproco Computers Ltd." which is the name of appellant No. 3, a Company, of which respondent No. 1 is the Chairman and appellant No. 1 is the Managing Director. This arises in a winding up proceeding under section 162 of the Companies Act, namely Company Matter No. 21 of 1986 pending before the High Court Division,

(2.) The application for winding-up the company was filed by respondent No. 1, M. Al-Amin, the Chairman and his mother, Dr. Jahanara Begum, a Director, they hold 50% of the total shares of the company while appellant No. 1, Shafquat Haider, Managing Director and his wife, Mrs. Haider, another Director, hold the remaining 50% shares of the company. In the application for winding-up they alleged a complete dead-lock that arose in the company's business due to serious difference of opinion and mutual distrust between the Chairman and the Managing Director. The company was registered under the name and style "Ciproco Computers Ltd." in June 1985. The business of the company consists in import, sale and servicing of computer machines of various kinds, manufactured by reputed Foreign Firms including Tandy and IFM and also in imparting technical education and training in computer science and technology. The company got a clientele of 300 computer systems and its customers include, among others, Banga Bhaban. Bangladesh Biman, Defence Intelligence Directorate, Power Development Board, T & T Board and UNDO Dhaka. The company by rendering meritorious service to the customers already acquired considerable reputation in the field of computer business.

(3.) Immediately after the proceeding for winding-up was started, appellants filed an application seeking injunction against the Chairman-respondent alleging that at about the time the application for winding-up of the company was filed, the Chairman surreptitiously and fraudulently procured a trade licence in the name of "Ciproco Computers" and started a private business under that name as Proprietor and alto made correspondence with the company's customers falsely representing that the company's business ceased to exist and that in its place his private firm, Ciproco Computers, was doing the business and further that he advised those customers to cancel their existing orders with the company and place fresh orders to his new firm. It was further alleged in the application for injunction that respondent No. 1 wrote to the Petrol Station, where the Company's cars used to be serviced on credit basis, to discontinue the credit facilities, that the Bangladesh Biman which had placed an order for supply of Computer Machines worth several lacs of taka with the company to cancel the order. It was alleged that respondent No.1 by practising deception and creating confusion by this close similarity between the two names and also by misrepresentation already enticed away the company's Customers while the application for winding-up is pending. In these circumstances, they soughs temporary injunction to restrains the respondents from using the Trade name, "Ciproco Computers" which is so similar to the company's name Ciproco Computers Ltd. that the public, particularly the customers, are being deceived and misled causing great damage to the company's business.