Introduction
Can a trademark continue to exist in the name of a company that has been struck off and no longer exists in the eyes of the law? This fundamental question was at the heart of the decision delivered on February 19, 2026 , by the Hon’ble Mr. Justice N. Anand Venkatesh of the Madras High Court in the case of Tibbs Food Private Limited vs. D-Lite Frankies and Foods Private Limited1. In a definitive ruling, the Court established that a trademark registration held by a defunct entity is “non-est” and cannot be maintained on the Register, reinforcing the principle that the Registry must reflect the living reality of its proprietors.
The factual matrix of the case, culminating in the order dated February 19, 2026, reveals a series of procedural oversights that led to a legal dead end for the respondent. The trademark for the device mark “D-Lite Frankies and Foods Private Limited” was originally registered on December 21, 2015. Following a company name change, the petitioner, Tibbs Food, filed a rectification petition in late 2016. During the pendency of these proceedings, the company purportedly assigned the mark to one of its directors, Mr. Khaja Moinuddin Mohammed, on December 20, 2018. However, this assignment was not brought to the notice of the Trade Marks Registry until August 22, 2025. In the interim, the Registrar of Companies (ROC) struck off the company in 2019 under Section 248 of the Companies Act, 20132. Despite this “civil death,” the trademark was renewed in the name of the non-existent company on September 23, 2019
A Trademark Cannot “Hang in the Air”
The court’s rationale centered on the integrity of the Public Registry and the mandatory nature of Section 45 of the Trade Marks Act, 19993. This provision dictates that where a person becomes entitled by assignment to a registered trade mark, they shall apply to the Registrar to register their title. Justice N. Anand Venkatesh observed that since this assignment was never recorded, the official records continued to show the struck-off company as the registered proprietor.
The court noted that a trademark is an appurtenance to a business; when the legal entity owning that business is dissolved, the rights cannot simply “hang in the air.” By failing to comply with the recordal requirements of Section 45, the assignee allowed the mark to stand in the name of a ghost entity. Consequently, the registration became an “entry made without sufficient cause” or an “entry wrongly remaining on the Register” under Section 57(2). The court directed its removal, noting that the assignee “only had himself to blame” for his inaction.
This decision finds strong support in established precedents regarding the accuracy of the Register. The court’s approach mirrors the logic in Hardie Trading Ltd. vs. Addison’s Paint and Chemicals Ltd. (2003)4, where the Supreme Court emphasized that the Register exists to inform the public of who truly holds the monopoly. Keeping a dead company’s mark on the register would be a fraud on the public. Furthermore, the ruling aligns with Section 250 of the Companies Act, 20135, which states that once a company is dissolved, it ceases to operate except for the purposes of winding up and realizing its assets. Without a timely assignment, those assets including intellectual property effectively vanish with the entity.
Furthermore, the ruling aligns with the principle in Sargam Foods Pvt. Ltd. vs. State of Maharashtra (2010)6, which acknowledges that once a company is struck off under the Companies Act, it loses its capacity to hold property unless restored.
The interlinking of these legal threads underscores a vital lesson for brand owners: a Deed of Assignment is merely the first step. As seen in Sun Pharmaceuticals Industries Limited vs. Cipla Limited (2008)7, while an assignment creates a private right between parties, it is the recordal under Section 45 of the Trade Marks Act that confers the status of “Registered Proprietor” against the world. In the absence of such recordal, the legal death of the assignor company effectively extinguished the registration. For the Madras High Court, the conclusion was inescapable: the law cannot protect a registration tied to a non-entity, ensuring that the Register remains a graveyard only for abandoned rights, not for companies that have ceased to be.
Conclusion
The decision underscores a crucial principle in trademark law: the legitimacy of a trademark is inseparable from the legal existence of its proprietor. A trademark cannot subsist independently of a living legal entity capable of owning and enforcing it. By declaring the registration held in the name of a struck-off company as non-est, the Court reaffirmed that the Trade Marks Register must accurately reflect the real and legally recognized proprietors of marks.
The ruling also highlights the practical importance of complying with statutory formalities, particularly the timely recordal of assignments under Trade Marks Act, 1999. A private deed of assignment, though valid between the parties, does not confer enforceable proprietary status unless it is formally recorded with the Registry. The failure to complete this procedural step, coupled with the subsequent dissolution of the company, ultimately extinguished the respondent’s claim to the mark.
More broadly, the judgment reinforces the integrity and public function of the Trade Marks Register: it must not become a repository of rights belonging to “ghost proprietors.” For brand owners and businesses, the case serves as a cautionary reminder that intellectual property rights demand continuous legal maintenance both in terms of corporate compliance and proper documentation of ownership changes. In ensuring that trademarks remain tied to legally existing proprietors, the Court has strengthened the transparency, reliability, and credibility of India’s trademark regime.
Citations
Expositor(s): Adv. Archana Shukla
