Compliance to be stated in the Website

Website of a company is the gateway through which a person gets to know about a company. Be it a buyer or seller or Investor or a prospective employee, it is the primafacie, where anyone gets to know about a Company. 

The Companies Act, 2013 mandates the dissemination of some of the information about the company with an intent to help the investors to make a decision about the company.

On going through the provisions of the act, where such dissemination of information is mandatory, we will come to know that the intention of the Act is mainly for the safeguard of interest of the Investors at large.   

The following are the mandatory details to be published by any company which has a Website.

ACT:

1. Section 13(8)-  Alteration of Memorandum of Association-Passing of special resolution by a company for Change of objects, which has raised money from public through prospectus, but has unutilised amount of money out of the money so raised, the details of the Special Resolution as specified in Rule 32 of the Companies (Incorporation) Rules, 2014 should be published in the Website of the company.  
2. Section 124(2) - Unpaid Dividend Account- within 90 days of transferring amount to Unpaid dividend account, a statement containing the details of each and every person for whom dividend is unpaid must be stated. 
3. Section 135(4) - CSR Policy - The board approved CSR Policy must be published in the website of the company. The same should be in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014
4. Section 136(1)- Rights of members to copies of Audited financial statement- Listed companies should place its financial statements including consolidated financial statements and all other documents required to be maintained by published in the website. Every company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of its subsidiary on its website. 
5. Section 177(10)- Audit Committee- The Vigil Mechanism to be established compulsorily by the companies under the act, should disclose in the website the details of such establishment in the company. 
6. Section 230(3)- Power to compromise or make arrangements with creditors or members- The Notice convening the meeting of the members or creditors of the company as per the order of the Tribunal must be posted in the website of the company.  
7. Schedule IV- Code for Independent Directors- The terms and conditions of Independent Director should be posted on the website of the company.

RULES:

1. Rule 10(1) of Chapter 7-Companies (Management & Administration) Rules 2014- Closing of Register of Members- The Notice of closure of register of members and security holders must be uploaded in the website of the company
2. Rule 18(9) of Chapter 7-Companies (Management & Administration) Rules 2014- When the company opts to give Notice of the General Meeting through Electronic mode, then apart from the sending the Notice through email or sending the URL link, the Notice should be simultaneously placed on the website of the company.
3. Rule 20(3) of Chapter 7-Companies (Management & Administration) Rules 2014- Whenever the company is providing e-voting facility to its members, the Notice of the meeting, the Scrutinizer's report along with the Voting result must be published in the website of the company.
4. Rule 22(4) of Chapter 7-Companies (Management & Administration) Rules 2014- Voting through Postal Ballot- Notice of the meeting, Result of the Voting and also the Scrutinizer's report should be placed on the website of the company. 
5. Rule 23(3)of Chapter 7-Companies (Management & Administration) Rules 2014- If the Special Notice could not be sent to the members of the company, then the same must be published in the website of the company.
6. Rule 13(2) of Chapter 11- Companies(Appointment & Qualifications of Directors) Rules 2014- Notice of candidature of a person for directorship- The company should 7 days before the date of meeting of the company where a person is proposed to be appointed as Director, the Notice of his candidature for directorship or the intention to propose him as the director of the company must be placed in the website.
7. Rule  15 of Chapter 11- Companies(Appointment & Qualifications of Directors) Rules 2014- Notice of resignation of Director - The company should within 30 days of Resignation of a person from the Directorship of the company should post the information in the website of the company.
8. Rule 22(1)(b) of Chapter 2- Companies (Incorporation) Rules 2014- Conversion of Section 8 company into other company- Within a week of submitting the Application for conversion with RD, the company should publish a Notice in Form INC-19 in the website of the company, apart from publishing in the newspapers.
9. Rule 7(3) of Chapter 3 - Companies(Prospectus and Allotment of Securities) 2014- The Notice for getting the resolution passed for varying the terms of contract referred in the prospectus or for altering the objects for which the prospectus is issued should be displayed in the website of the company.
10. Rule 4(3) of Chapter 5- Companies (Acceptance of Deposits) Rules 2014- Form and particulars of advertisements and circulars- Companies intending to Accept Deposits from its members should issue a circular in Form DPT-1 which should be posted on the website of the company.

Having a website for the business, is at the option of the company. But, nowadays, almost every company prefers to have a website for themselves in order to reach out to the market. Hence, when such websites are maintained by the companies, then the above said compliance should also be followed and posted in the website of the company.

Apart from the above mentioned compliance, in case of listed companies whose securities are listed on the Stock Exchanges, should comply with the conditions specified in Clause 49 of the Listing Agreement.

1. Appointment of Independent Directors - The terms and conditions of appointment of Independent Directors shall be disclosed on the website of the company.
2. Familiarization program to Independent Directors- The details of various programs through which Familiarization (induction) to independent directors have been given must be disclosed in the company’s website. Weblink for the same must be given in Annual Report.
3. Code of conduct:The Board should lay a code of conduct for all Board members and Senior Management of the company. The code of conduct should be posted on the website of the company. A declaration to this effect must be given by the CEO of the company and should form part of the Annual Report.
4. Vigil Mechanism:Whistle Blower Policy and vigil mechanism should be disclosed in the website and in the Board’s report.
5. Policy for determining Material Subsidiary:The Board should formulate a policy for determining “material subsidiaries” and disclose it in the website of the company and a weblink must be provided in the Annual Report.
6. Related Party Transactions:A policy to deal with related party transactions must be put up on the website of the company and the weblink must be given in the Annual Report.
7. Quarterly Results: Quarterly financial results and presentations made by the company to analysts must be put on company’s website. Apart from the Annual report, Quarterly financial results must be disclosed in the company’s website.

Thus the New Companies act, 2013 and the Listing agreement which is in line with Companies Act, mandates every company to disclose some of the information for the benefit of the Members of the company and investors at large. In addition to all other compliance such as Filing resolutions, Publishing advertisements in Newspapers, every company must ensure that the required information are posted on the website of the company.