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Disclosures of information on Company's website as per the provisions of Companies Act 2013 & Rules framed thereunder including requirement under SEBI (LODR) Regulations 2015

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The Companies Act, 2013 and Rules framed there under do not mandate a Company to maintain a website. However, certain disclosures to be made mandatorily placed on the website of the Company, if any website is maintained by the said Company. However as per SEBI (LODR) Regulations 2015, listed entity shall maintain a functional website and disseminate various information on happening of a certain event as per the said Regulation.

In the current article the list of disclosure required to be made on the Company’s website as per the provisions of the Companies Act 2013 including the Rules framed thereunder, SEBI (LODR) Regulation 2015.

Sr.No.

Brief descriptttion

Reference of Provisions

1

The listed entity shall frame a policy for determination of materiality, based on criteria specified in this sub-regulation, duly approved by its board of directors, which shall be disclosed on its website.

Regulation 30(4)(ii) of SEBI (LODR) 2015

2

Contact details of KMP to be disclosed to the stock exchange any materiality of an event or information.

Regulation 30(5)of SEBI (LODR) 2015

3

Disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information. Such disclosures shall be hosted on the website of the listed entity for a minimum period of five years.

Regulation 30(8) of SEBI (LODR) 2015

4

Listed entity shall maintain a functional website and disseminate various information specified as per Regulation 46 of SEBI (LODR) 2015.

Regulation 46 of SEBI (LODR) 2015

5

Notice of meeting of the board of directors regarding financial results etc.,

Regulation 47 of SEBI (LODR) 2015

6

Listed entity shall maintain a functional website and disseminate various information specified in the said Regulation.

Regulation 62 of SEBI (LODR) 2015

7

Periodical financial results and Notices given to its IDR Holders etc.,

Regulation 75 of SEBI (LODR) 2015

8

Information Pertaining to Registered Office :Every Company must get its website address, if any, printed on its letterheads, business letters, billheads, letter papers and in all its notices and other official publications.

Section 12(3)(c) of CA 2013

9

Change of Object for raising money through Prospectus : A Company which has raised money by issuing prospectus and has still some unutilised amount of the money so raised, shall not change its objects for which it raised money through the prospectus unless a Special Resolution is passed by the Company. The details of such a resolution as may be prescribed shall be published on the Website of the Company, if any, indicating there in the justification for such change.

Section 13(8)(i) of CA 2013 read with Rule 32 of Companies (Incorporation) Rules 2014

10

Unpaid Dividends: A Company after transferring the amount of unpaid dividends to a separate bank account of “Unpaid Dividend Account” will have to prepare a statement containing the shareholder’s names, their last known addresses, and the unpaid dividend to be paid to them on the Company’s Website, if any.

Section 124(2) of CA 2013.

11

Corporate Social Responsibility: The Board of every Company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, 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, in such manner as may be prescribed under the Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 20I4.

Section 135(4)(a) of CA 2013.

12

Financial statements and other documents of a listed Company: A listed Company shall also place its financial statements including consolidated financial statements, if any, auditor’s report and all other documents required by law to be attached thereto, on its website, which is maintained by or on behalf of the Company. The third proviso to this section provides that every Company having a subsidiary or subsidiaries shall publish separate audited accounts in respect of each of its subsidiary on its website, if any.

Section 136(1)(a) of CA 2013.

13

Vigil Mechanism: The vigil mechanism under subâ€ï¿½section (9) of Section 177 pertaining to setting up of an Audit Committee shall provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Provided that the details of establishment of such mechanism shall be disclosed by the Company on its website, if any, and in the Board’s report.

Section 177(10) of CA 2015

14

Compromises, Arrangements and Amalgamation: A notice of meeting ordered by the Tribunal for the purpose of Compromise and Arrangements must be served upon the Creditors or class of Creditors, Shareholders or Debenture holders and other members. Such notice should also be published on the Website of the Company, if any.

Section 230(3) of CA 2013

15

Code for Independent Directors: The terms and conditions of appointment of independent directors shall also be posted on the Company’s website.

Section 149(8) of CA 2013 read with [Schedule IV (IV)(6)] of CA 2013

16

Notice of candidature of a person for directorship : 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 â€ï¿½ by placing notice of such candidature or intention on the website of the Company, if any.

[Rule 13(2) of the companies (Appointment and Qualification of Directors) Rules, 2014]

17

Notice of resignation of director: The Company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIRâ€ï¿½12 and post the information on its website, if any.

[Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014]

18

Invitation for acceptance  of  deposits: Every Company inviting deposits from the public shall upload a copy of the circular on its website, if any.

[Rule 4(3) of the Companies (Acceptance of Deposits) Rules, 2014].

19

Variation of terms of contracts in the prospectus etc: The notice shall also be placed on the webâ€ï¿½site of the Company, if any.

[Rule 7(3) of the Companies (Prospectus and Allotment of Securities) Rules, 2014]

20

Compliances for conversion of section 8 companies: The Company shall, within a week from the date of submitting the application to the Regional Director, publish a notice at its own expense, and a copy of the notice in Form No. INC. 19, shall be sent forthwith to the Regional Director and the said notice shall be published on the website of the Company, if any, and as may be notified or directed by the Central Government.

[Rule 22(1)(b) of the Companies (Incorporation) Rules, 2014]

21

Change of objects for which money is raised through prospectus: Where there is change of objects for which money is raised through prospectus, a notice shall also be placed on the website of the Company, if any pertaining to the same.

[Rule 32(3) of the Companies (Incorporation) Rules, 2014]

22

Closure of register of members or debenture holders etc: A Company closing the register of members or the register of debenture holders or the register of other security holders shall give at least seven days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such Company is a listed Company or intends to get its securities listed, by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the Company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the Company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.

[Rule 10(1) of the Companies (Management and Administration) Rules, 2014]

23

Notice of meeting : The notice of the general meeting of the Company shall be placed on the website of the Company, if any.

[Rule 18(3)(ix) of the Companies (Management and Administration) Rules, 2014]

24

Voting through electronic means:  The notice of voting through electronic means shall also be placed on the website of the Company, if any and of the agency forthwith after it is sent to the members.

[Rule 20(3)(ii) of the Companies (Management and Administration) Rules, 2014]

25

Result of the Scrutinizer: 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 two days of passing of the resolution at the relevant general meeting of members;

Rule 20(3)(xiv) of the Companies (Management and Administration) Rules, 2014.

26

Conducting business through postal ballot: The notice of the postal ballot shall also 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.

[Rule 22(4) of the Companies (Management and Administration) Rules, 2014]

27

Result of Postal Ballot: The results shall be declared by placing it, along with the scrutinizer’s report, on the website of the Company.

Rule 22(13) of the Companies (Management and Administration) Rules, 2014.

28

Special notice: 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 also be posted on the website, if any, of the Company.

[Rule 23(3) of the Companies (Management and Administration) Rules, 2014].

Disclosures of various information in the Company’s website is one of the medium of communication which is very much useful for various stakeholders. Supply of relevant financial and non-financial information about the Company is the fundamental responsibilities of all the Companies.

Replies (1)

Thank you sir for the update.


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