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Is your company’s letterhead legally compliant?



A letterhead of a company holds paramount importance since it acts as the identity of a company. Every company wants to highlight its brand name in its letterhead to make it known, however its important to note that there are a few other important details as well which every company needs to disclose as required under Section 12(3) of the Companies Act, 2013.

 

Compulsory details to be disclosed in the letterhead of a company:

 

a)    Complete name of the company;

b)    Corporate Identity Number (‘CIN’) of the company;

c)    Current registered office address of the company;

d)    Telephone number (if any);

e)    Fax number (if any);

f)     E-mail id; and

g)    Website address (if any).

 

If the above mentioned details are not disclosed on the letterhead of a company, then the company shall be considered in violation of the provision of Companies Act, 2013 and shall attract penalty for the same.

 

In a recent adjudication order issued by Registrar of Companies, Gujarat & Nagar Haveli, Ritesh Jewels Private Limited (“Company”) was found in violation of Section 12(3)(c) of the Companies Act, 2013, since the Company failed to disclose its current registered office address as available on the MCA database and also did not disclose its CIN on the letterhead. This violation was found on letterhead used by the Company in one of its board resolutions filed with the MCA. The ROC took note of the violation and concluded that non-disclosure of compulsory details shall be considered as failure to perform a statutory obligation and the board of directors / KMP of the Company were held liable for the same since the onus to adhere to necessary compliance is upon them.

 

Basis the facts, circumstances and submissions made in the case the ROC imposed a penalty of INR 1,00,000/- on the Company and INR 1,00,000/- each on 2 directors of the Company, for the violation of Section 12(3)(c) in relation to incorrect disclosures on the letterhead.

 

Hence it's pertinent to note as a company all necessary compliances need to be adhered to including simple compliances such as disclosing basic details on letterhead. The ROC’s enforcement of penalties in this case signifies the importance of regulatory compliance. Companies must diligently adhere to the statutory requirements to avoid such penal consequences.

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