A company website is not a simple affair of contents, design, SEO and brand building. It is more about compliance. A company may choose not to have a website. Once, a company decide to have a website; it should comply essential requirement of laws.
PERMANENT RECORD
REGISTERED OFFICE
Every company shall get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, email and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications. {Section 12(3)(c)}
As a website is a publication, it should have all these details enumerated in Section 12(3)(c). Rule 26 of the Companies (Incorporation) Rules, 2014 clarify it:
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.
ANNUAL RETURNS
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 92(3)}
The annual return should be placed and kept as a permanent record on website.
Similarly, the Report by Board of shall include the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed. {Section 134(3)(a)}
STATEMENT OF UNPAID DIVIDEND ACCOUNTS
The company shall, within a period of ninety days of making any transfer of an amount under sub-section (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. {Section 124(2)}
CORPORATE POLICIES
Where the policy referred to in clause (e) or clause (o) is made available on company’s website, if any, it shall be sufficient compliance of the requirements under such clauses if the salient features of the policy and any change therein are specified in brief in the Board’s report and the web-address is indicated therein at which the complete policy is available. {Second Proviso Section 134(3)}
If the company place company’s policy on (a) directors’ appointment and remuneration and (b) corporate social responsibility, it need not give details each year in its board report. It may mention the web-link of the policy.
The proviso to Section 178(4) states directors’ appointment and remuneration policy shall be placed on the website of the company if any, and the salient features of the policy and changes therein, if any, along with the web address of the policy, if any, shall be disclosed in the Board’s report.
Additionally, the Board of every company, on which CSR is applicable, shall 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. {Section 135(4)(a)}
AUDITED FINANCIAL STATEMENT
A listed company shall also 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. {Third Proviso Section 136(1)(b)}
Every listed company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of subsidiary on its website, if any.
A listed company which has a subsidiary incorporated outside India (herein referred to as “foreign subsidiary”)—
(a) where such foreign subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if the consolidated financial statement of such foreign subsidiary is placed on the website of the listed company;
(b) where such 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. {Forth Proviso Section 136(1)(b)}
CONDITIONAL RECORDS
CHANGE OF OBJECTS
A company, which has raised money from public through prospectus and still has any un-utilised amount out of the money so raised, shall not change its objects for which it raised the money through prospectus unless a special resolution is passed by the company and the details in respect of such resolution shall also be published in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated and shall also be placed on the website of the company, if any, indicating therein the justification for such change. {Section 13(8)(i)}
POWER TO COMPROMISE OR MAKE ARRANGEMENTS
For the purpose of meeting to be held for approval of a compromise or make arrangements, the notice and other documents shall also be placed on the website of the company, if any.
We will discuss requirements related to website under the Companies Rules in a future post.
REQUIREMENTS UNDER RULES
We will discuss requirements related to websites under companies rules in a future post.
Aishwarya Mohan Gahrana
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