Mentioning CIN number of the company in certain documents of the company is mandatory as per the Companies Act, 2013 – is this provisions followed?

[SAKTHIVEL PONNUSWAMY]

Mentioning CIN number of the company in certain documents of the company is mandatory as per the Companies Act, 2013 - is this provisions followed?

As a result of lot of positive and negative development in the manner of conducting business in today’s world the Companies Act 2013 envisages many requirements from the corporate world. One of the requirements is to mention CIN number of the company in certain documents. Let us through some lights on these sections so that will get clearity to avoid attracting penal provisions under this section (Section 12).

Section 12 (3) clause (c) of the Companies Act 2013 mandates every company shall get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; This provisions is applicable w.e.f. 01.04.2014

Now we will see what is mean by business letters, billheads, letter papers, notices and official publications.

Business letters:

A business letter is usually a letter from one company to another, or between such organizations and their customers, clients and other external parties. Business letters can have many types of contents, for example to request direct information or action from another party, to order supplies from a supplier, to point out a mistake by the letter's recipient, to reply directly to a request, to apologize for a wrong, or to convey goodwill. A business letter is sometimes useful because it produces a permanent written record, and may be taken more seriously by the recipient than other forms of communication

Billheads

Normal reading of billheads reveals bill of material sold, material transferred, material issued etc., it seems it includes invoices issued (i..e excise invoice and commercial invoice)

letter papers

Letter papers are the sheet of paper which is pre-printed with a space to write letters especially business letters for examples invitations and gift covers are available in the market with reprinted format in which according to the requirement of the user the matter can be printed or written.

Notices

Notice is the legal concept in which a party is made aware of a legal process affecting their rights, obligations or duties. There are several types of notice: public notice (or legal notice), actual notice, constructive notice, and implied notice. However in the companies scenario notices may be notice for Board Meetings, Notice for share holders meeting, Notice for extra ordinary general meeting etc.,

Official publications

Official publications of a company includes publication of periodical journal, calling of tender through news paper, publication of financial results, call for of an employment through news paper, giving advertisement about companies product etc.,

The language used is shall get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications;

If the company fails to follow the provisions of sections 12, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees - Section 12(8).

On plain reading of the provisions envisages that this provision will apply to private limited companies also.

The primary questions arise is whether the CIN number of the company needs to be mention on the following documents of the company?

1. Letter head of the company
2. Company name board
3. Business card of the employee
4. Internal email sent within the organisation
5. Email communication to outside parties
6. Sale invoice ( excise and tax invoice)

Letter Head of the Company

Business letters of the company is covered under this provision, therefore if business letters are printed on the letter head of the company; it is required to mention CIN number of the company on the letter head. It is difficult to decide what business letter is and what not business letter is. Hence it is advisable to print companies CIN number on the letter head of the company.

Company Name Board

On plain reading of this section, companies name board is not covered. In my opinion displaying company board does not amount to official publications. Official publications are publications of the company’s product, company’s journal, company’s write-up etc., and not the company itself.

Business Card of the employee

Employees business card is not covered under this section, provided if the card does not amount to official publications.

Internal emails within the organisation

Internal emails within the organisation are not covered in this sections, hence not required to mention CIN in the email communication within the organisation.

E-mail communication to outside parties

CIN number of the company need to mention in the email communication to outside parties, since this type of mails is mostly of business letters, notices and official publications. Hence it is advisable to mention CIN number in the outside mail communications.

Sale invoice

Usually the content of the central excise invoice is prescribed under Rules 11 of the Central Excise Rule and tax invoice content is prescribed under respective State VAT Act. Companies Act never prescribing the content of the sale invoice/ bills.

The word used in section 12 of the companies Act 2013 is Billheads. In commercial world bill/ invoice are used interchangeably. It seems that this is the first time the companies Act prescribe information to be mentioned on the bill / invoice. In order to avoid ambiguity and interpretational differences it is advisable to mention CIN number on the invoices also.

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Readers are advised to consult the professional for understanding and applicability of this newsletter in the respective scenarios. While due care has been taken in preparing this document, the existence of mistakes and omissions herein is not ruled out. No part of this document should be distributed or copied (except for personal, non-commercial use) without author’s written permission.