CS S. Dhanapal

Disclosures required on the Website of Company and Events Triggering Newspaper Publication under Companies Act 2013

One of the most outstanding features of the current regulatory era is the dedicated thrust and reliance on disclosure norms. Companies Act, 2013 an ambitious Act which has overhauled almost all the provisions dealing with the management and administration of Companies is extremely focused on disclosure requirements and places more dependence on disclosures norms than on approvals criteria. Barring a very few instances, the requirement of obtaining regulatory approval has almost been done away with and the balance has shifted towards transparency and disclosures.

The regulations of Listing Agreement have also been modified to align with these requirements. Listed Companies are required to adhere to both the Companies Act and the Listing Agreement to ensure that disclosure requirements under both the legislations are complied with.

The current article presents a list of the enhanced disclosure requirements under the Companies Act, 2013 and Listing Agreement, more specifically, the disclosures required to be made on the website of the Company and disclosures to be made by way of publication in newspapers and the events that trigger these disclosures.

DISCLOSURES REQUIRED TO BE POSTED ON WEBSITE OF THE COMPANY 

UNDER COMPANIES ACT, 2013

Alteration of objects for which money is raised – Section 13(8) and Rule 32 of Companies (Incorporation) Rules, 2014  A Company, which has raised money from public through prospectus and still has any unutilised amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the Company and prescribed details in respect of such resolution has been placed on the website of the Company, if any, indicating there in the justification for such change.
Companies registered under section 8 seeking conversion into any other kind – Rule 22 of Companies (Incorporation) Rules, 2014
Notice of the proposed conversion of a Company registered under Section 8 into any other kind shall be published on the website of the Company, if any, and as may be notified or directed by the Central Government.
Circular For Inviting Deposits – Rule 4 (3) Companies (Acceptance Of Deposits) Rules, 2014   Every Company inviting deposits from the public shall upload a copy of the circular on its website, if any.
Closure Of Register of Members or Debenture Holders or Other Security Holders-   Rule 10 of   Companies (Management And Administration) Rules, 2014   A Company closing the register of members or the register of debenture holders or the register of other security holders publish the notice relating to closure of Register of Members on the website as may be notified by the Central Government and on the website, if any, of the Company.
Notice of the Meeting- Rule 18(3)(Ix) and Rule 20(3)(ii) of Companies (Management And Administration) Rules, 2014   The notice of the general meeting of the Company shall be simultaneously placed on the website of the Company and on the website as may be notified by the Central Government.In case of voting through electronic means at a general meeting, the notice of the general meeting shall also be placed on the website of the Company, if any and of the agency forthwith after it is sent to the members.

WEBSITE DISCLOSURES UNDER COMPANIES ACT, 2013

Voting Through Electronic Means- Rule 20(3)(xiv) of Companies (Management And Administration) Rules, 2014   The results declared along with the scrutinizer’s report shall be placed on the website of the Company and on the website of the agency within 2 days of passing of the resolution at the relevant general meeting of members.
Postal Ballot- Rule 22(4) of Companies (Management And Administration) Rules, 2014   The notice of the postal ballot shall be placed on the website of the Company forthwith after the notice is sent to the members and such notice shall remain on such website till the last date for receipt of the postal ballots from the members.The results of the postal ballot shall be declared by placing it, along with the scrutinizer’s report, on the website of the Company.
Resolutions Requiring Special Notice Given By Members – Rule 23(3) of Companies (Management And Administration) Rules, 2014   Where it is not practicable to give the notice in the same manner as it gives notice of any general meetings, the notice shall be published in English language in English newspaper and in vernacular language in a vernacular newspaper, both having wide circulation in the State where the registered office of the Company is situated and such notice shall be posted on the website, if any, of the Company.
Details of Unpaid Dividend – Section 124(2)   The Company shall, within a period of 90 days of making any transfer of an amount to the Unpaid Dividend Account, prepare 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, if any, and also on any other website approved by the Central Government for this purpose.
Disclosures about CSR Policy – Section 135(4) and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014
The Board of every Company shall after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the Corporate Social Responsibility Policy for the Company and disclose contents of such Policy in its report and also place it on the Company’s website, if any.

WEBSITE DISCLOSURES UNDER COMPANIES ACT, 2013

Right of Member to Copies of Audited Financial Statement – Section 136(1) third and fourth proviso  A listed Company shall also place its financial statements including consolidated financial statements, if any, and all other documents required to be attached thereto, on its website, which is maintained by or on behalf of the Company.Every Company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of its subsidiary on its website, if any.
Independent Director – Section 149 (8) and Schedule IV  The terms and conditions of appointment of independent directors shall be posted on the Company’s website.
Notice of Candidature of a Person for Directorship- Rule 13(2) of Companies (Appointment and Qualification of Directors) Rules, 2014
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 placing notice of such candidature or intention on the website of the Company, if any.
Notice of Resignation of Director- Rule 15 of Companies (Appointment and Qualification of Directors) rules, 2014
The Company shall within 30 days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR-12 and post the information on its website, if any.
Vigil Mechanism – Section 177(10) proviso
The details of establishment of Vigil mechanism shall be disclosed by the Company on its website, if any.
Power to Compromise or Make Arrangements with Creditors and Members – Section 230(3) proviso
All notices and other documents relating to compromise or arrangement with creditors and members shall be placed on the website of the Company, if any.

 WEBSITE DISCLOSURES UNDER LISTING AGREEMENT

Publication of financial results  It shall give a reference in the newspaper publication, to the places, such as the Company’s website and stock exchanges’ websites, where the standalone results of the Company are available”. (Clause 41(VI)(b)(iii))Quarterly results and presentations made by the Company to analysts shall be put on Company’s web-site, or shall be sent in such a form so as to enable the stock exchange on which the Company is listed to put it on its own web-site. (Clause 49(VIII)(E))
E-mail ID of the grievance redressel division/compliance officer – Clause 47(f)  To designate an e-mail ID of the grievance redressel division/compliance officer exclusively for the purpose of registering complaints by investors. The Company shall display the e-mail ID and other relevant details prominently on their websites and in the various materials / pamphlets / advertisement campaigns initiated by them for creating investor awareness”.
Formal letter of appointment to Independent Directors – Clause 49(II)(B)(4)(b) The terms and conditions of appointment shall be disclosed on the website of the Company.

Familiarisation programme for Independent Directors – Clause 49(II)(B)(7)(b)

 

The Company shall familiarise the independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. The details of such familiarisation programmes shall be disclosed on the Company’s website and a web link thereto shall also be given in the Annual Report.

WEBSITE DISCLOSURES UNDER LISTING AGREEMENT

Code of Conduct – Clause 49(II)(E)/ Code of Fair Disclosure  The Board shall lay down a code of conduct for all Board members and Senior Management of the Company. The code of conduct shall be posted on the website of the Company.
Whistle Blower Policy – Clause 49(II)(F)  The Company shall establish a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The details of establishment of such mechanism shall be disclosed by the Company on its website and in the Board’s report.
Material Subsidiaries – Clause 49(V)(D)  The Company shall formulate a policy for determining ‘material’ subsidiaries and such policy shall be disclosed on the Company’s website and a web link thereto shall be provided in the Annual Report.
Related Party Transactions – Clause 49(VIII)(A)(2)  The Company shall disclose the policy on dealing with Related Party Transactions on its website and a web link thereto shall be provided in the Annual Report.
Remuneration of Directors – Clause 49(VIII)(C)(3)  The Company shall publish its criteria of making payments to Non-Executive Directors in its annual report. Alternatively, this may be put up on the Company’s website and reference drawn thereto in the annual report.
Clause 54  The issuer Company agrees to maintain a functional website containing basic information about the Company e.g. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, details of agreements entered into with the media Companies and/or their associates, etc.

 INFORMATION/EVENTS REQUIRING NEWSPAPER PUBLICATION

UNDER COMPANIES ACT, 2013

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(Written by S.Dhanapal, Senior Partner, S Dhanapal & Associates, A firm of Practising Company Secretaries, Chennai.)

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3 responses to “Disclosures required on Company Website & Events Triggering Newspaper Publication”

  1. aditi says:

    Is it mandatory to publish company’s address (registered or corporate) on company’s website. – any provision in listing agreement or companies act.

  2. Mitu says:

    All these provisions states that , the disclosures should be on the Company website, if any. In my Company we do not have any separate website of our own. In such situations do we still need to disclose these ? If yes, then how it can be done ?

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