As per the Companies Act 2013 it’s not mandatory for the companies to have a website whereas, SEBI Listing (Obligations and Disclosure Requirements) Regulations 2015 mandate for listed companies to have updated website. There are various compliance related to website disclosure which needs to be complied by the Companies having website under following Act and Regulations:
- Companies Act 2013
- SEBI Listing (Obligations and Disclosure Requirements) Regulations 2015
- SEBI (Prohibition of Insider Training) Regulations 2015
Page Contents
- Website disclosure for Private Company under Companies Act 2013
- Website disclosure for public company under Companies Act 2013
- Website disclosure under SEBI Listing (Obligations and Disclosure Requirements) Regulations 2015
- Website disclosure under SEBI (Prohibition of Insider Training) Regulations 2015
Website disclosure for Private Company under Companies Act 2013
|
Relevant Provision |
Disclosure |
| Section 168 read with rule 15 of the Companies (Appointment and Qualification of Director) Rules 2014 | Information about the resignation of director shall be posted on the website of the Company within 30 days from the date of receipts of notice. |
| Section 135(4)(a) read with rule of Companies(Corporate Social Responsibility Policy) Rules 2014 | The Company shall disclose contents of CSR Policy in Board’s report and also place it on its website. |
| Section 124(2) | The Company, making any transfer of an amount to the Unpaid Dividend Account, Prepare Statement containing names, their last known address and unpaid dividend to be paid to each of the person and place it on the website of the Company and also any other website approved by the Central Government for this purpose within 90 days of making any transfer. |
| Section 230(3) | Where a meeting is proposed to be called in pursuance of an order of the tribunal under section 230(1), a Notice of such meeting and every details shall be placed on the website of the Company |
| Section 101 read with Rule 18 of the Companies (Management and Administration) Rules, 2014 | In case notice of the general meeting is sent through electronic means, such notice shall be uploaded on the website of the Company |
| Section 92(3) of Companies Act 2013 | Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report |
| Section 12 read with Rule 26 of the Companies (Incorporation) Rules, 2014 | Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website. |
| Section 115 read with rule 23(4) of the Companies (Management and Administration) Rules 2014 | Where for a resolution special notice has been given by a member of the Company and it is not possible for the Company to send the notice in same manner as the notice of general meeting, then apart from publishing in the newspaper, notice shall be place on the website of the Company, if any, at least 7 days before the meeting. |
Website disclosure for public company under Companies Act 2013
|
Relevant Provision |
Disclosure |
| Section 13(8) read with Rule 32 of the Companies (Incorporation) Rules, 2014 | A Company which has raised money from public through prospectus and still has any unutilized amount out of the money so raised, shall not change its object for which money so raised through prospectus unless a special resolution is passed by the Company, details of such resolution shall be placed on the website of the Company. |
| Section 73 read with Rule 4(3) of the Companies (Acceptance of deposits) Rules, 2014 | Every eligible Company intending to invite deposits from public shall upload copy of circular issued to members inviting deposit on the website of the Company |
| Section 91 read with rule 10(1)of the Companies (Management of Administration) Rules 2014 | Seven days previous notice of closure of register of members, debenture holders or other security holders to be uploaded on the website of the Company |
| Section 101 read with Rule 18 of the Companies (Management and Administration) Rules, 2014 | In case notice of the general meeting is sent through electronic means, such notice shall be uploaded on the website of the Company |
| Section 108 read with rule 20 of Companies (Management of Administration) Rules, 2014 | The Company shall be place the notice of the meeting on the website of the Company and of the agency forthwith after it sent to the members |
| Section 108 read with rule 20 of Companies (Management of Administration) Rules, 2014 | In case the Voting at general meeting is held through electronic mode, the result declared along with scrutinizers report shall be place on the website of the Company. |
| Section 115 read with rule 23(4) of the Companies (Management and Administration) Rules 2014 | Where for a resolution special notice has been given by a member of the Company and it is not possible for the Company to send the notice in same manner as the notice of general meeting, then apart from publishing in the newspaper, notice shall be place on the website of the Company, if any, at least 7 days before the meeting. |
| Section 124(2) | The Company, making any transfer of an amount to the Unpaid Dividend Account, Prepare Statement containing names, their last known address and unpaid dividend to be paid to each of the person and place it on the website of the Company and also any other website approved by the Central Government for this purpose within 90 days of making any transfer. |
| Section 135(4)(a) read with rule of Companies(Corporate Social Responsibility Policy) Rules 2014 | The Company shall disclose contents of CSR Policy in Board’s report and also place it on its website. |
| Section 136 (1) | All listed Company shall also place its financial statement including consolidated financial statement and all other documents required to be attached on its website. |
| Section 136(1) | Every Listed Company having subsidiary or subsidiaries shall place separate audited accounts in respect of each subsidiary on its website. |
| Section 177(10) | Details of establishment of vigil mechanism shall be disclosed by the Company on its website and in the Board’s report. |
| Section 230(3) | Where a meeting is proposed to be called in pursuance of an order of the tribunal under section 230(1), a Notice of such meeting and every details shall be placed on the website of the Company |
| Section 160 read with Rule 13 of the Companies (Appointment ad qualification of directors) Rules 2014 | Place the notice or intension for the candidature of a person for the office of a director on the website of the Company, seven days before the general meeting. |
| Section 168 read with rule 15 of the Companies (Appointment and Qualification of Director) Rules 2014 | Information about the resignation of director shall be posted on the website of the Company within 30 days from the date of receipts of notice. |
| Rule 7(3) of the Companies (Prospectus and allotment of Securities) Rules 2014 | The notice of special resolution with regards to variation in terms of contract or object in the prospectus shall be place on the website of the Company |
| Schedule IV Code of Independent director | The term and condition of appointment of Independent director shall also be posted on the website of the Company. |
| Section 92(3) of Companies Act 2013 | Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board’s report. |
| Section 12 read with Rule 26 of the Companies (Incorporation) Rules, 2014 | Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website. |
| Section 8 read with rule 20(3)(b) of the Companies (Incorporation) Rules 2014 | The existing Company shall for purpose of license under section 8, publish a notice in the newspaper and shall also be uploaded on the website as may be notified by CG within a week from the date of making application to the Registrar. |
| Section 8 read with rule 22(1)(b) of the Companies (Incorporation) Rules, 2014 | Companies registered under section 8 for the purpose of seeking conversion into any other kind shall upload a notice on website of the Company within a week from the date of making application to the regional director. |
| Section 110 read with Rule 22(4) of the Companies (Management and Administration) Rules 2014 | Where any resolution is being passed by postal ballot, notice of such postal ballot shall be posted on the website of the Company and it shall be remain on the website till the last date for receipts of the postal ballot from members. |
| Section 110 read with Rule 22(13) of the Companies (Management and Administration) Rules 2014 | Where any resolution is being passed by postal ballot, the result declared along with the scrutinizer report shall be uploaded on the website of the Company. |
Website disclosure under SEBI Listing (Obligations and Disclosure Requirements) Regulations 2015
As per the Regulation 46 of SEBI Listing (Obligations and Disclosure Requirements) Regulations 2015 the listed entity shall maintain functional website and such entity shall disseminate the following information on its website:
- Details of its business
- Terms and condition of appointment of Independent director
- Composition of various committee of board of director
- Code of conduct of board of director and senior management personnel
- Details of establishment of vigil mechanism/ whistle blower policy
- Criteria of making payment to non-executive directors, if the same has not been disclosed in annual report.
- Policy on dealing on related party transaction
- Policy on 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;
- schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange
- 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), and
√ other relevant details
- 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.
Website disclosure under SEBI (Prohibition of Insider Training) Regulations 2015
Regulation 8 – Code of fair disclosure and conduct:
The board of directors of every company, whose securities are listed on a stock exchange, shall formulate and publish on its official website, a code of practices and procedures for fair disclosure of unpublished price sensitive information that it would follow in order to adhere to each of the principles set out in Schedule A to these regulations, without diluting the provisions of these regulations in any manner.
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