Having a website and online presence strategy allows any business to flourish its market and expand its business. As the web has the fastest reach to advertise any form of Business. Website disclosures is the primary tool of better Corporate Governance. Thus, 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 and any changes to it must be updated within 2 working days. The information should be placed for a minimum period of 5 years.
Website Disclosures
The Companies Act 2013 mandates disclosing certain information on the company’s website. Information such as the name of the company, address of the registered office, the corporate identity number, telephone number, fax number, email ID, and name of the company’s representative in case of any grievances/queries. The company’s website address must be disclosed on the letterhead, business letters, billheads, letter papers, and official publications and notices. It is not mandatory for the companies to have a website as per the Companies Act 2013, in the case of a listed company, the Securities and Exchange Board of India (SEBI) has made it mandatory for companies to have an updated website since April 2011. Therefore, the mandatory disclosures on the website are governed by the following Acts:
- Companies Act 2013
- SEBI Listing (Obligations and Disclosure Requirements) Regulations 2015
- SEBI (Prohibition of Insider Training) Regulations 2015
The Disclosure requirements are specific to the type of company and the nature of business.
MANDATORY WEBSITE DISCLOSURE REQUIREMENTS
UNDER COMPANIES ACT, 2013:
- 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 director’s appointment and remuneration including criteria for determining qualifications.
- 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
- Notice of Voting through electronic means.
- Notice of Postal Ballot and the results of postal ballot shall be declared by placing it, along with the scrutinizer’s report.
- Any Special Notice.
- Circular inviting deposits from public.
- Details of transfer to the Unpaid Dividend Account.
- Details of striking off.
MANDATORY WEBSITE DISCLOSURES UNDER SEBI LODR, 2015:- A listed company is mandatorily required to have a functional website with following details:
- Aspects of its business activities
- 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.
- 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 handle the investor grievances, etc.
- 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
- 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 number of programmes attended, number of hours spent and other relevant details
- entities falling under promoter and promoter group shall be disclosed separately in the shareholding pattern
- dividend distribution policy for top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year)
- composition of various committees of board of directors
- all credit ratings obtained by the entity for all its outstanding instruments
- separate audited financial statements of each subsidiary
- All disclosures made to stock exchanges as per Regulation 30
Website Disclosures For Public Companies
- The notice of “Change of objects for which money is raised through prospectus” under Rule 32 of Chapter II – Companies (Incorporation) Rules 2014 must be published on the website.
- A copy of the circular inviting deposits from the public must be on the website of the company.
- Information about the closure of the register of members or debenture holders or other security holders.
- Notice of the postal ballot.
- Results of the postal ballot along with the scrutiniser’s report must be published.
- Details of the establishment of the Vigil Mechanism must also be disclosed on the website.
- Terms of Appointment of Independent Directors must also be published on the website.
Website Disclosures For Listed Companies
- Particulars of the business activities.
- Terms of Appointment of Independent Directors must also be published on the website.
- Particulars of the structure of the various committees of the Board of Directors.
- Code of Conduct of Senior Management and Board of Directors.
- A policy with regards to related party transactions.
- Details of the establishment of the Vigil Mechanism and Whistle Blower Policy.
- Email of Grievance Redressal Mechanism and other relevant information.
- Shareholding Pattern.
- Designated Officials who can handle investor grievances.
- All other information about notices, taxes, agreements, and financial information.
Consequences Of Non-compliance
There are no penalties for non-compliance with the website disclosure requirements. But as per Section 450 of the Companies Act of 2013, the penalty for non-compliance by the company or any officer of the company who defaults to any of the Act’s provisions will be Rs 10,000. For continuing contravention, it will be a further fine of Rs 1,000 for every day of default. This will apply to the default of non-disclosure, a company must take care of publishing all relevant information on the website.
FAQs
What are mandatory website disclosures under the Companies Act 2013?
Mandatory website disclosures refer to the information that companies are required to publish on their official websites as per the provisions of the Companies Act 2013.
Which companies are required to make website disclosures?
All companies incorporated under the Companies Act 2013, including private, public, and government companies, are required to make website disclosures.
What information needs to be disclosed on the website?
The information typically includes:
- Corporate identity such as name, registered office address, CIN (Corporate Identification Number), etc.
- Financial statements including balance sheet, profit and loss account, etc.
- Board of Directors’ report
- Shareholding pattern
- Corporate governance reports
- Annual reports
- Notices and proceedings of general meetings
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