What are the Website Disclosures provisions Under Companies Act, 2013?

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The companies having their website are required to adhere to certain provisions and compliances about website disclosures. It must be in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Especially the companies having an online business or otherwise are mandatorily required to disclose or publish specific information. This article will inform you about the list of disclosures needed to be made on the website of the company.

Does the Companies Act, 2013 requires a Company to have its website?

The Companies Act, 2013, Rules or notification issued under the Companies Act, 2013 does not mandate the Company to have its website. However, in the case of Listed Companies, Securities and Exchange Board of India (SEBI) has made it mandatory to maintain a functional and updated site with effect from April 2011.

Every Company which has a website for conducting online business or otherwise, shall disclose/ publish its:

Name
address of its registered office
the CIN
Telephone No
Fax No. if any
Email ID
the name of person who may be contacted in case of any queries or grievances on the landing/ home page of the said website

Disclosures by the Private Company

The Private Company must make the following disclosures on the website of the company:-

Notice of the general meeting
Details of the unpaid dividend including the names, the last known addresses of all those persons on the website of the company
Details of the Corporate Social Responsibility Policy in its report and on the website of the company
Separated audited accounts in respect of each of its subsidiary on its website
Any information about the resignation of the director within 30 days of the notice of the resignation

Disclosures by the Public Limited Company

A public company must in addition to the above mention disclosures are required to publish following on their website:-

The notice of “Change of objects for which money is raised through prospectus” must be placed on the website of the company,
Copy of circular of any invitation of deposits from the public must be on the website of the company
Closure of register of members or debenture holders or other security holders
Notice of the postal ballot
Results of the postal ballot shall be declared along with the scrutinizer‘s report
Details of the establishment of the Vigil mechanism shall be disclosed by the company on its website if any
Terms of Appointment of Independent Director shall also be posted on the company‘s website

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Disclosures by the Listed Company

A listed company is mandatorily required to have a functional website. The following details should be mentioned on its website:

Details of its Business
Terms and conditions of appointment of independent directors
Composition of various committees of board of directors
Code of Conduct of board of Directors and Senior Management Personnel
Details of establishment of vigil mechanism/ Whistle Blower policy
Criteria of making payments to non-executive directors , if the same has not been disclosed in annual report
Policy on dealing with related party transactions
Policy for determining ‘material’ subsidiaries
The email address for grievance redressal and other relevant details
Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
Shareholding Pattern
Details of agreements entered into with the media companies and/or their associates, etc
New Name and the old name of the listed entity for a continuous period of one year, from the date of the last name change
financial information including:-
notice of meeting of the board of directors where financial results shall be discussed
financial results, on conclusion of the meeting of the board of directors where the financial results were approved
complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc
Details of familiarization programmes imparted to independent directors including the following details
Number of programmes attended by independent directors (during the year and on a cumulative basis till date)
number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date)
other relevant details

Mandatory Website Disclosure Requirements under Companies Act, 2013

The following is the list of general website disclosures which need to be mentioned:

Website address on all its business letters, billheads, notices, and other official publications
Notice of change of objects for which money is raised through the prospectus
Details of Annual Return. The web-link of such annual return shall be disclosed in the Board’s report
Details of establishment of Vigil Mechanism
Nomination and Remuneration policy
Company’s policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3)
Corporate Social Responsibility policy of the Company
Terms and Conditions of appointment of the Independent Director
Closure of register of members or debenture holders or other security holders
Notice of General Meeting of the company
A Company sometimes provides the facility to its members to exercise voting by electronic means. Notice of that meeting shall also be placed on the website, if any, of the company and of the agency forthwith after it is sent to the members.
Notice of Postal Ballot and also the results of postal ballot shall be declared by placing it, along with the scrutinizer‘s report.
The company shall, at least seven days before the general meeting, inform its members of the candidature of a person for the office of a director or the intention of a member to propose such person as a candidate for that office by serving individual notices and by placing notice of such candidature or intention on the website of the company, if any

The Company shall within thirty days from the date of receipt of notice of resignation from a director post the information on its website.
Circular inviting deposits from public
Details of transfer to the Unpaid Dividend Account including a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person and place it on the website of the company.
In case of any Striking off application made under section 248(2) of the Act, the company shall also place the application on its website, if any, till the disposal of the application.

There are no specific penalties provided for non-compliance of the website disclosure requirements. But as per Section 450, pertaining to punishment where no specific penalty or punishment is provided, if the company or any officer of the company who is in default or such other person shall be punishable with fine which may extend to Rs 10,000. If contravention is continuing one, a further fine of Rs 1000 for every day will be applicable after the first during which the contravention continues.

Compliances are the significant scope of work in large corporations. Website disclosures are also one of the primary tools of better Corporate Governance. Therefore companies have to ensure that all compliances are in place to avoid penalties and for better corporate governance.

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