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TMI BlogDISLOSURES TO BE MADE BY A COMPANY UNDER THE COMPANY LAWSX X X X Extracts X X X X X X X X Extracts X X X X ..... DISLOSURES TO BE MADE BY A COMPANY UNDER THE COMPANY LAWS - By: - DR.MARIAPPAN GOVINDARAJAN - Corporate Laws / IBC / SEBI - Dated:- 17-1-2025 - Company web site A 'Company Website' is a digital platform where businesses provide information such as operating hours, address, photos, facilities afforded etc., which can be valuable for physical assessment teams to gather insights about the organization's layout and security measures. The laws applicable to a company either it is a private or public may require the company to place the information in their own website for the information of the stakeholders. There is no specific penalty for non-compliance with website disclosure requirements under the Companies Act, 2013 ( Act for s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hort). However, the company or any officer of the company who is in default can be penalized under Section 450 of the Act. The Act requires companies to publish certain information on their websites as discussed below. Disclosure about the details of the Company Section 12 of the Act read with Rule 26 of Companies (Incorporation) Rules, 2014 provides that 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 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. The Central Government may as and when re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quired, notify the other documents on which the name of the company shall be printed. Acceptance of deposits A company may, subject to the passing of a resolution in general meeting and subject to such rules as may be prescribed in consultation with the Reserve Bank of India, accept deposits from its members on such terms and conditions, including the provision of security, if any, or for the repayment of such deposits with interest, as may be agreed upon between the company and its members, subject to the fulfilment of the conditions as contained in Section 73(2) of the Act. Rule 4(1) of Companies (Acceptance of Deposits) Rules, 2014 provides that every company referred to in sub-section (2) of section 73 intending to invite deposit from i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts members shall issue a circular to all its members by registered post with acknowledgement due or speed post or by electronic mode in Form DPT-1 . Rule 4(3) provides that every company inviting deposits from the public shall upload a copy of the circular on its website, if any. Closure of register of Members Rule 10(1) of the Companies (Management and Administration) Rules, 2014 provides that a company closing the register of members or the register of debenture holders or the register of other security holders shall give at least 7 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 on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce 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. The provisions of Rule 10(1) are not applicable to private companies. But the notice has been served on all members of the private company not less than 7 days prior to closure of the register of members or debenture holders or other security holders. Not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ice of meeting Section 101(1) of the Act provides that a general meeting of a company may be called by giving not less than clear 21 days notice either in writing or through electronic mode in such manner as may be prescribed. Rule 18(3)(ix) of the Companies (Management and Administration) Rules, 2014 provides that the notice of the general meeting of the company shall be simultaneously placed on the website of the company if any and on the website as may be notified by the Central Government. Postal ballot Section 110 of the Act provides that a company shall, in respect of such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot; and may, in respect of any item of busine ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ss, other than ordinary business and any business in respect of which directors or auditors have a right to be heard at any meeting, transact by means of postal ballot, in such manner as may be prescribed. Rule 22(4) of the Companies (Management and Administration) Rules, 2014 provides that the notice of the postal ballot shall be placed on the website of the company forthwith after the notice is sent to the members. Such notice shall remain on such website till the last date for receipt of the postal ballots from the members. Rule 13 provides that the result of the postal ballot shall be declared by placing it, along with the scrutinizer s report, on the website of the company. Resolution requiring special notice Section 115 of the Act pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vides for sending special notice for passing special resolution. The said section provides that where a special notice is required of any resolution, notice of the intention to move such resolution shall be given to the company by such number of members holding not less than 1% of total voting power or holding shares on which such aggregate sum not exceeding Rs.5 lakhs, as may be prescribed, has been paid-up and the company shall give its members notice of the resolution in such manner as may be prescribed. Rule 23 of the Companies (Management and Administration) Rules, 2014 provides that such a notice shall be placed in the website of the company. Unpaid dividend account Section 124 (2) of the Act provides that the company shall, within a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... period of 90 days of making any transfer of an amount 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 web-site of the company, if any, and also on any other web-site approved by the Central Government for this purpose, in such form, manner and other particulars as may be prescribed. Corporate Social Responsibility policy Section 135 (4) of the Act provides that the Board of every company 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 pl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ace it on the company's website , if any, in such manner as may be prescribed. Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 provides that the Board of Directors of the Company shall mandatorily disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board on their website, if any, for public access. Audited Financial Statements Section 136 of the Act provides the following- A listed company shall place its financial statements including consolidated financial statements, if any, and all other documents required to be attached thereto, on its website, which is maintained by or on behalf of the company. Every listed company having a subsidiary or subsidiaries shall place separate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... audited accounts in respect of each of subsidiary on its website, if any. If a foreign subsidiary is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the holding Indian listed company may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website. Resignation of a Director Section 168 of the Act provides the procedure for resignation of a Director. Rule 15 of the Companies (Appointment and Qualification of Director) Rules, 2014 provides that the company shall within thirty ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. Notice for merger and amalgamation Section 230 of the Act provides for the issue of notice on the order of the National Company Law Tribunal for the conduct of the meeting of the shareholders or creditors, the said notice and other documents shall be placed on the website of the company. If the company is a listed company such notice and documents shall be sent to Securities and Exchange Board of India and stock exchanges where the securities of the company is listed for placing on their website. Rule 7 of the Companies (Compromises, arrangements and Amalgamation) Rules, 2016 provides ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the notice of the meeting under Section 230 of the Act shall be advertised in Form NO. CAA.2 in at least One English newspaper and in at least one vernacular newspaper having wide circulation in the State in which the registered office of the company is situated, or such newspapers as may be directed by the Tribunal and shall also be placed, not less than 30 days before the date fixed for the meeting, on the website of the company (if any) and in case of listed companies also on the website of the SEBI and the recognized stock exchange where the securities of the company are listed. - Scholarly articles for knowledge sharing authors experts professionals Tax Management India - taxmanagementindia - taxmanagement - taxmanagementindia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .com - TMI - TaxTMI - TMITax ..... X X X X Extracts X X X X X X X X Extracts X X X X
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