Compliances

Mandatory Website Disclosures under Companies Act, 2013

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. Hence, this article will inform you about the list of such disclosures needed to be made on the website of the company.

Let’s try to find out the requisite norms in this article.

Why is Website Disclosures required?

These days, nearly every company has an online presence. However, certain website disclosures are still a mystery for various business owners. Also, there are several disclosures which need to be made by different kind of businesses. Hence, the need for website disclosure arises. Now Let’s go ahead and discuss them one by one.

Does the Companies Act, 2013 requires 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.

Following Acts govern the mandatory disclosures to be made on the website of the company:

• Companies Act, 2013 and rules thereon
• SEBI Listing (Obligations and Disclosure Requirements) Regulations, 2015
• SEBI (Prohibition of Insider Trading) Regulations, 2015

Moreover, as per Secretarial Standards, the following must be displayed on the website of the company:

• Notice of Postal Ballot
• Results of the poll conducted

Disclosures by the Company which Conducts Online Business

The companies which are generally in the business of online services and marketing must disclose or publish:

• Name of the company,
• address of its registered office
• the CIN of the company,
• Telephone Number,
• Fax Number if any,
• Email address,
• 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.

Disclosures by the Private Company

The Private Company must:

• Place the notice of the general meeting on the website of the company,
• Disclose the details of the unpaid dividend including the names, the last known addresses of all those persons on the website of the company,
• Provide details of the Corporate Social Responsibility Policy in its report and on the website of the company,
• Place separated audited accounts in respect of each of its subsidiary on its website,
• Finally, any information about the resignation of the director must be placed on the website of the company 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.

Disclosures by the Listed Company

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

• Aspects of its business activities,
• All the terms and conditions of appointment of Independent Directors,
• Details related to the composition of various committees of Board of Directors,
• Any Code of Conduct of board of directors and the Senior Management Personnel,
• Policy on dealing with any related party transactions,
• All the details of the establishment of the Vigil Mechanism and Whistle Blower Policy,
• The email address for grievance redressal and other relevant information,
• Shareholding Pattern
• Aspects of the designated officials who handle the investor grievances, etc.
• Others details about agreements, financial information, notices, tax, etc.

Essential Website Disclosure Requirements under Companies Act, 2013

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

S.N.	Disclosures
1	Website address on all its business letters, billheads, notices, and other official publications
2	Notice of change of objects for which money is raised through the prospectus
3	Details of Annual Return
4	Details of Vigil Mechanism
5	Nomination and Remuneration policy
6	Corporate Social Responsibility and Company’s policy on directors’ appointment and remuneration
7	Terms and Conditions of the Independent Director
8	Closure of register of members or shareholders
9	Notice of General Meeting
10	Notice of Voting through Electronic means
11	Notice of Postal Ballot
12	Any Special Notice
13	Details of striking off
14	Details of unpaid dividend
15	Any invitation of deposits
16	Any Resignation of Director

Non Compliances of Website Disclosure Requirements

There are no specific penalties provided for non-compliance of the website disclosure requirements. But as per Section 450 (Punishment where no specific penalty or punishment is provided) of the Companies Act, 2013, 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 ten thousand rupees. Moreover, where the contravention is continuing one, a further fine of one thousand rupees for every day will be applicable after the first during which the contravention continues.

Hence, it is highly advisable that the websites of the companies must be updated.

To Sum up

Compliances are the significant scope of work in large corporations. Website disclosures are also one of the primary tools of better Corporate Governance.  However, such compliances under the Companies Act, 2013^[1] are an ongoing process and not a onetime thing.  Moreover,, we provide regular follow   up with our client about the company’s compliance calendar. For any more information and consultancy, visit Enterslice or drop us an email at info@enterslice.com.