Decision

Decision on Monzo Tech Ltd

Updated 27 February 2024

Order under the Companies Act 2006

In the matter of application No. 4412

For a change of company name of registration No. 13698159

Decision

The company name MONZO TECH LTD has been registered since 3 August 2022 under number 13698159. Prior to this, the company was called TILES 101 LIMITED incorporated on 22 October 2021.

By an application filed on 18 July 2023, MONZO BANK LIMITED applied for a change of name of this registration under the provisions of section 69(1) of the Companies Act 2006 (the Act).

A copy of this application was sent to the primary respondent’s registered office on 31 July 2023, in accordance with rule 3(2) of the Company Names Adjudicator Rules 2008. The copy of the application was sent by Royal Mail “Special Delivery” service and also by standard mail. On 31 July 2023, the Tribunal wrote to Manoj Kumar to inform them that the applicant had requested that they be joined to the proceedings. No comments were received from Manoj Kumar in relation to this request.

On 8 September 2023, the tribunal wrote to the parties to advise that it was minded to suspend the application pending an application which had been made to strike off company number 13698159. The parties were asked to state whether they agreed to the suspension of the application. In response, the applicant, in their letter dated 19 September 2023, objected to the suspension of the application stating their reasons as follows:

….

(a) the Applicant has already incurred the cost of preparing its CNA1 application and supporting evidence;

(b) if the application for strike off succeeds, the Company will be dissolved, but it will nonetheless remain on the UK Company Register under a name that infringes our client’s trade mark rights;

(c) if the application for strike off does not succeed, the suspension of these proceedings will have delayed the outcome of this matter unnecessarily;

(d) our client is a mobile-only Bank that is fully authorised in the UK by the Prudential Regulation Authority (PRA) and regulated by the Financial Conduct Authority. A decision in its favour in these proceedings is necessary to ensure the protection of the public, and to establish a precedent for future cases where our client may be a target of fraud and/or impersonation;

(e) if no decision is made in these proceedings, our client will be unable to obtain a costs award against the sole director of the company, Manoj Kumar, in the usual manner.

No response was received from the primary respondent or co-respondent. Following consideration of the applicant’s objection, the Adjudicator determined that the suspension would be lifted and the proceedings would continue. As such, on 24 October 2023, Manoj Kumar was joined as a co-respondent. On 24 October 2023, the parties were advised that notwithstanding the suspension, no defence had been received to the application and so the adjudicator may treat the application as not being opposed. The parties were granted a period of 14 days to request a hearing in relation to this matter, if they so wished. It was also noted that in its letter dated 19 September 2023, the applicant had referred to a cost award however, in its CNA1 the applicant had not requested its costs. The letter sent to the primary respondent by Royal Mail “Special Delivery” was returned “addressee gone away”. The letter sent to the primary respondent by standard mail was also returned. The letters sent to the co-respondent were also returned. No request for a hearing was made.

On 31 October 2023, Companies House register showed the status of the respondent company as dissolved.

On 3 November 2023, the Tribunal wrote to the parties to advise that the respondent company was dissolved and the parties were given a period of two weeks to state whether they agreed to the case being closed. In response, the applicant, in their letter dated 15 November 2023, objected to the case being closed. The applicant reiterated the comments made in points (a) to (d) of its letter dated 19 September 2023 and added:

….

(a)…;

(b)…;

(c)…;

(d)…;

(e) if no formal decision is made in these proceedings, it signifies to the director of the Company and/or future third parties that it may avoid a formal decision being issued against it merely by filing an application to have the offending company struck-off from the register. This practice undermines the jurisdiction of the Tribunal and effectively renders it toothless. Such a position does nothing to deter future illegitimate behaviour, and would come at the disproportionate disadvantage and cost of the party which has a legitimate interest in targeting and seeking a formal decision against fraudulent third-party activity.

The Applicant requests that the Tribunal consider the merits of this objection and allow the proceedings to continue and advance to a formal decision as soon as possible, notwithstanding the dissolved status of the Company.

The letters sent to the primary respondent and to the co-respondent dated 3 November 2023 by Royal Mail “Special Delivery” and by standard mail were returned. No response was received.

The adjudicator considered the objections raised by the applicant and determined these proceedings should continue and a formal decision be issued.

The primary respondent did not file a defence within the one month period specified by the adjudicator under rule 3(3). Rule 3(4) states:

The primary respondent, before the end of that period, shall file a counter-statement on the appropriate form, otherwise the adjudicator may treat it as not opposing the application and may make an order under section 73(1).

Under the provisions of this rule, the adjudicator may exercise discretion so as to treat the respondent as opposing the application. In this case I can see no reason to exercise such discretion and, therefore, decline to do so.

As the primary respondent has not responded to the allegations made, it is treated as not opposing the application. Therefore, in accordance with section 73(1) of the Act I make the following order:

(a) MONZO TECH LTD shall change its name within one month of the date of this order to one that is not an offending name; ^{[footnote 1]}

(b) MONZO TECH LTD and Manoj Kumar each shall:

(i) take such steps as are within their power to make, or facilitate the making, of that change;

(ii) not cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.

In accordance with s.73(3) of the Act, this order may be enforced in the same way as an order of the High Court or, in Scotland, the Court of Session.

In any event, if no such change is made within one month of the date of this order, I will determine a new company name as per section 73(4) of the Act and will give notice of that change under section 73(5) of the Act.

All respondents, including individual co-respondents, have a legal duty under Section 73(1)(b)(ii) of the Companies Act 2006 not to cause or permit any steps to be taken calculated to result in another company being registered with an offending name; this includes the current company. Non-compliance may result in an action being brought for contempt of court and may result in a custodial sentence.

MONZO BANK LIMITED did not request its costs in its statement of case. As such, and in line with paragraph 10.4 of the Tribunal’s Practice Direction, I make no award of costs in its favour.

Any notice of appeal against this decision to order a change of name must be given within one month of the date of this order. Appeal is to the High Court in England, Wales and Northern Ireland and to the Court of Session in Scotland.

The company adjudicator must be advised if an appeal is lodged, so that implementation of the order is suspended.

Dated 6 December 2023

Susan Eaves
Company Names Adjudicator

1. An “offending name” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or to give rise to a further application under section 69. ↩