The enactment of the Companies Act, 2013 which replaces the Companies Act, 1956 is one of the most significant legal reforms in India, to bring the Indian company law at par with the global standards. The Act has introduced significant changes in the company law in India, especially relating to accountability, disclosures, investor protection and corporate governance.
Disclosures to Be Made At Website of the Company under Companies Act, 2013
It is not mandatory for a private company to maintain a website. In case, the company has maintained a website, then the following disclosures are required to be made at its website:
|S. No.||Section/ Rule||Purpose||Particulars|
Section 8 and Rule 22 of the Companies (Incorporation) Rules, 2014
Companies registered under section 8 seeking conversion into any other kind
Notice in Form INC-19 shall be published on the website of the Company, if any, and as may be notified or directed by the Central Government.
Section 12 and Rule 26 of the Companies (Incorporation) Rules, 2014
Publication of name by company
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 Id 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 13 (8) (i) (Rule 32 Chapter II)
Change in Object
Change of objects for which money is raised through prospectus. The notice of the same shall also be placed on the website of the Company.
Rule 4(3) of the Companies (Acceptance of Deposits) Rules, 2014
Circular For Inviting Deposits from the public
Every Company inviting deposits from the public shall upload a copy of the circular on its website, if any.
Rule 10 of the Companies (Management and Administration) Rules, 2014
Closure of Register of Members or Debenture Holders or other Security Holders
Closure of Register of Members or Debenture Holders or other Security Holders. The company shall publish notice at least seven days prior to such closure as may be specified by SEBI in case of a listed company or intends to get its securities listed on the website as may be notified by the Central Government and on the website, if any, of the Company. Not applicable to a private company if the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holders.
Section 92 (3)
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 101 & Rule 18(3) (ix) of the Companies (Management and Administration) Rules, 2014
Notice of the General Meeting
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 private company - Section 101 shall apply, unless otherwise specified in this section or the articles of the company provide otherwise. Section 122 provides that the provisions of section 101 shall not apply to a One Person Company.
Section 110 & Rule 22 (4) & 22 (13) & 22 (16) of the 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 scrutinized report, on the website of the company. Note: One Person Company and other companies having members up to 200 are not required to transact any business through postal ballot.
Section 115 & Rule 23(4) of the Companies (Management and Administration) Rules, 2014
Resolutions Requiring Special Notice
Where it is not practicable to give the notice in the same manner as it gives notice of any general meetings, such notice shall be posted on the website, if any, of the company.
Unpaid Dividend Account
The Company shall, within a period of 90 days of making any transfer of an amount under section 124(1) 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, in such form, manner and other particulars as may be prescribed.
Section 135(4) and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules,2014
Disclosures about Corporate Social Responsibility Policy (by a company to whom CSR is applicable)
The Board of every Company shall disclose contents of Corporate Social Responsibility Policy in its report and also place it on the Company’s website, if any. In case of Specified IFSC Private Company - Section 135 shall not apply for a period of five years from the commencement of business of a Specified IFSC private company.
Right of Member to Copies of Audited Financial Statement
Every company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of its subsidiary on its website, if any.
The terms and conditions of appointment of independent directors shall also be posted on the company‘s Website.
Section 168 & Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014
Notice of Resignation of director
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.
Section 177 (10)
Details of establishment of such mechanism shall be disclosed by the company on its website, if any.
Section 178 (3)and proviso of 178 (4)
NRC (Nomination and Remuneration Committee)
Nomination and Remuneration policy shall be placed on the website of the company, if any if a company is having NRC, Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;]
Section 230(3) & Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules,2016
Advertisement of the notice of the meeting pursuant to exercise of power to Compromise or make arrangements with creditors and members.
The notice of the meeting under section 230(3) of the Act shall be placed on the website of the company, if any in Form No. CAA.2 at least 30 days before the date fixed for the meeting and in case of listed companies, also on the website of SEBI and recognized stock exchanges where the securities of the company are listed.