Mandatory Website disclosures under the Companies Act, 2013 for a Private Limited Company with their applicability criteria and penalties provisions

In this article we will look at the Mandatory Website disclosures under the Companies Act, 2013 prescribed for a Private Limited Company.

We will also learn their applicability criteria and penalties provisions prescribed in case of non-compliance.

Every Company having website may disclose nature of its business and brief details of Board.

 

1.      Provisions: 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.

[Rule 26(1) of Companies (Incorporation) Rules, 2014.]

 

Applicability: Every Company.

 

Penalty: Not Prescribed, residuary penalty as per Section 450.

 

2.      Provisions: The notice of the general meeting of the company shall be simultaneously placed on the website of the company, if any.

In case of a private company, the Notice shall be hosted on the website of the company, if any, unless otherwise provided in the Articles.

[Rule 18 of Companies (Management & Administration) Rules, 2014 & point 1.2.3 of SS-2.]

 

Applicability: Every Company.

 

Penalty: If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues. [Rule 30 of Companies (Management & Administration) Rules, 2014]

 

3.      Provisions: Annual Return (MGT-7): 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) of Companies Act, 2013.]

 

Applicability: Every Company.

 

Penalty: Not Prescribed, residuary penalty as per Section 450.

 

4.      Extract of Annual Return (MGT-9): A company shall not be required to attach the extract of the annual return with the Board's report in Form No. MGT.9, in case the web link of such annual return has been disclosed in the Board's report.

[Rule 12 of Companies (Management & Administration) Rules, 2014.]

 

Applicability: Every Company.

 

Penalty: If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues. [Rule 30 of Companies (Management & Administration) Rules, 2014]

 

5.      Corporate Social Responsibility Policy: The Board of every company shall disclose contents of such Policy in its report and also place it on the company’s website.

[Section 135(4)(a) of Companies Act, 2013 read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014.]

 

Provided further that where the policy referred, 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.

[Section 134(3) of Companies Act, 2013]

 

Penalty for Section 135: Not Prescribed anywhere, residuary penalty as per Section 450.

Penalty for Section 134: If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.

 

6.      Provisions: Change in Objects: A company, which has raised money from public through prospectus and still has any unutilised 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, as may be prescribed, 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.

The notice shall also be placed on the website of the company, if any.

[Section 13(8) of Companies Act, 2013 & Rule 32 of Companies (Incorporation) Rules, 2014]

Applicability: Every Public Company which raises money and has unspent funds and the Company is now changing their objects.

Penalty: Not Prescribed anywhere, residuary penalty as per Section 450.

 

7.      Provisions: Vigil Mechanism: the details of establishment of such mechanism shall be disclosed by the company on its website, if any.

[Section 177(10) of Companies Act, 2013 & Rule 6 of Companies (Meeting of Board and its powers) Rules, 2014]

Applicability: Every Listed Company and

·         the Companies which accept deposits from the public; or

·         the Companies which have borrowed money from banks and public financial institutions in excess of fifty crore rupees.

Penalty: Not Prescribed, residuary penalty as per Section 450.

 

8.      Provisions: Nomination and Remuneration Committee (NRC) Policy: Nomination and Remuneration policy shall be placed on the website of the company, if any, if a company is having NRC.

It shall be the Company’s policy on directors, key managerial personnels and other employees’ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director and

[Section 178(4) of Companies Act, 2013 & Rule 6 of Companies (Meeting of Board and its powers) Rules, 2014]

 

Provided further that where the policy referred, 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.

[Section 134(3) of Companies Act, 2013]

Applicability: Every Listed Public Company and

·         Public Companies having paid up share capital of ten crore rupees or more; or

·         Public Companies having turnover of one hundred crore rupees or more; or

·         Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees:

Penalty: Not Prescribed, residuary penalty as per Section 450.

Penalty for sec. 134: If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.

9.      Provisions: Terms and Conditions of Appointment of Independent Directors: The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

[Section 149(4) of Companies Act, 2013 & Point 4 of Schedule IV] 

Applicability: Every Listed Public Company and

·         Public Companies having paid up share capital of ten crore rupees or more; or

·         Public Companies having turnover of one hundred crore rupees or more; or

·         Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees:

 

Penalty: Not prescribed, residuary penalty as per Section 450.

 

10.  Provisions: Closure of Register of Members or other security holders: 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.

 

(2) The provisions contained in sub-rule (1) shall not be applicable to a private company provided that the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holders.

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

 

Applicability: Every Company (exemption to Private Companies are also prescribed).

 

Penalty: If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues. [Rule 30 of Companies (Management & Administration) Rules, 2014]

 

11.  Provisions: Voting through Electronic Means: A company which provides the facility to its members to exercise voting by electronic means. Notice of that meeting shall also be placed on the website, if any, of the company and of the agency forthwith after it is sent to the members; the results declared along with the report of the scrutinizer on the website of the agency immediately after the result is declared by the Chairman.

 

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

 

Applicability: Every company which has listed its equity shares on a recognized stock exchange, and

every company having not less than one thousand members.

 

Penalty: If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues. [Rule 30 of Companies (Management & Administration) Rules, 2014]

 

12.  Provisions: Postal ballot: Where a company is required or decides to pass any resolution by way of postal ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons therefor and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post or through electronic means within a period of thirty days from the date of dispatch of the notice.

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.

The results shall be declared by placing it, along with the scrutinizer’s report, on the website of the company.

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

 

Applicability: Every company, except a company having less than or equal to two hundred Members, shall transact items of business as prescribed, only by means of postal ballot instead of transacting such business at a General Meeting.

[point 16.1 of SS-2.]

 

Penalty: If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues. [Rule 30 of Companies (Management & Administration) Rules, 2014]

 

13.  Provisions: Special Notice: If 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 of Companies (Management and Administration) Rules, 2014]

 

Applicability: Every company.

Penalty: If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues. [Rule 30 of Companies (Management & Administration) Rules, 2014]

 

14.  Provisions: 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-

 

(1) by serving individual notices, on the members through electronic mode to such members who have provided their email addresses to the company for communication purposes, and in writing to all other members; and

 

(2) by placing notice of such candidature or intention on the website of the company, if any:

[Rule 13 of Companies (Appointment and Qualification of Directors) Rules, 2014]

 

Applicability: Every company.

Penalty: If a company contravenes any of the provisions of this Chapter and for which no specific punishment is provided therein, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

[Section 172 of the Companies Act, 2013]

 

 

15.  Provisions: Information of Resignation on Director: The company shall within thirty 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.

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

 

Applicability: Every company.

Penalty: If a company contravenes any of the provisions of this Chapter and for which no specific punishment is provided therein, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees.

[Section 172 of the Companies Act, 2013]

 

 

16.  Provisions: Invitation for Deposit: Every eligible company intending to invite deposits shall issue a circular in the form of an advertisement in Form DPT-1 for the purpose in English language in an English newspaper having country wide circulation and in vernacular language in a vernacular newspaper having wide circulation in the State in which the registered office of the company is situated, and shall also place such circular on the website of the company, if any.”

 

Every company inviting deposits from the public shall upload a copy of the circular on its website, if any.

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

 

Applicability: Every company.

 

Penalty: Where a company accepts or invites or allows or causes any other person to accept or invite on its behalf any deposit in contravention of the manner or the conditions prescribed under section 73 or section 76 or rules made thereunder or if a company fails to repay the deposit or part thereof or any interest due thereon within the time specified under section 73 or section 76 or rules made thereunder or such further time as may be allowed by the Tribunal under section 73,—

 

(a) the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than [one crore rupees or twice the amount of deposit accepted by the company, whichever is lower] rupees but which may extend to ten crore rupees; and

 

(b) every officer of the company who is in default shall be punishable with imprisonment which may extend to [seven years and with fine] which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees, :

 

Provided that if it is proved that the officer of the company who is in default, has contravened such provisions knowingly or wilfully with the intention to deceive the company or its shareholders or depositors or creditors or tax authorities, he shall be liable for action under section 447

[Section 76A of the Companies Act, 2013]

 

 

17.  Provisions: Notice upon Conversion of Unlimited Liability Company into a Limited Liability Company by Shares or Guarantee: The Company shall within seven days from the date of passing of the special resolution in a general meeting, publish a notice, in Form No. INC-27A of such proposed conversion in two newspapers (one in English and one in vernacular language) in the district in which the registered office of the company is situate and shall also place the same on the website of the Company, if any, indicating clearly the proposal of conversion of the company into a company limited by shares or guarantee, and seeking objections if any, from the persons interested in its affairs to such conversion and cause a copy of such notice to be dispatched to its creditors and debentures holders made as on the date of notice of the general meeting by registered post or by speed post or through courier with proof of dispatch. The notice shall also state that the objections, if any, may be intimated to the Registrar and to the company within twenty-one days of the date of publication of the notice, duly indicating nature of interest and grounds of opposition.

[Rule 37 of Companies (Incorporation) Rules, 2014]

 

Applicability: Unlimited Liability Company.

 

Penalty: Not Prescribed, residuary penalty as per Section 450.

 

 

18.  Provisions: Statement of Unclaimed and Unpaid Amounts: 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 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.

 

Every company shall within a period of sixty days after the holding of Annual General Meeting or the date on which it should have been held as per the provisions of section 96 of the Act, whichever is earlier and every year thereafter till completion of the seven years period, identify the unclaimed amounts, as referred in subsection (2) of section 125 of the Act, as on the date of closure of financial year the account of which are to be adopted in the Annual General Meeting as per sub-section (1) of section 137 of the Act, separately furnish and upload on its own website and also on website of Authority or any other website as may be specified by the Government, a statement or information of unclaimed and unpaid amounts separately for each of the previous seven financial years through Form No. IEPF-2, containing following information, namely:-

 

(a) the names and last known addresses of the persons entitled to receive the sum;

(b) the nature of amount;

(c) the amount to which each person is entitled;

(d) the due date for transfer into the Investor Education and Protection Fund; and

(e) such other information as may be considered necessary.

 

The details of the Nodal Officer and Deputy Nodal Officer duly indicating his or her designation, postal address, telephone and mobile number and company authorized e-mail ID shall be communicated to the Investor Education and Protection Fund Authority in Form No. IEPF – 2 within fifteen days from the date of publication of these rules and the company shall display the name of Nodal Officer and his e-mail ID on its website.

 

[Section 124 of the Companies Act, 2013 read with Rule 5 & 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016]

 

Applicability: Every Company.

 

Penalty: If a company fails to comply with any of the requirements of this section, such company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of ten lakh rupees and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees.

[Section 124(7) of the Companies Act, 2013]

 

19.  Provisions: Application of Strike off: Provided that in case of any application made under sub-section (2) of section 248 of the Act, the company shall also place the application on its website, if any, till the disposal of the application.

[Rule 7 of Companies (Removal of Name of Companies from the Register of Companies) Rules, 2016]

 

Applicability: Every Company.

 

Penalty: Not Prescribed, residuary penalty as per Section 450.

 

20.  Provisions: Conversion of Section 8 Company: The Company registered under Section 8 seeking conversion into any other kind shall within a week from the date of submitting the application to the Regional Director publish a notice at its own expense in Form INC-19 on the website of the company, if any, and as may be notified by the Central Government and at least once in a vernacular newspaper and in an English newspaper

[Section 8 read with Rule 22 of Companies (Incorporation) Rules, 2014]

 

Applicability: Every Section 8 Company.

 

Penalty: Not Prescribed, residuary penalty as per Section 450.

 

21.  Provisions: Reduction of Share Capital : The Tribunal shall along with directions under sub-rule (1) give directions for the notice to be published, in Form No. RSC-4 within seven days from the date on which the directions are given, in English language in a leading English newspaper and in a leading vernacular language newspaper, both 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 for uploading on the website of the company (if any) seeking objections from the creditors and intimating about the date of hearing.

[Section 66 read with Rule 3 of Companies (National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016]

 

Applicability: Every Company.

 

Penalty: Not Prescribed, residuary penalty as per Section 450.