Article explains provisions related to Disclosures to be made by a Company Registered under Companies Act, 2013 which includes provisions related to General Details, Money raised through Prospectus, Closure of registers, Annual Return, Notice of General Meeting, E-Voting, Dividend, CSR, Financial Statement, Vigil Mechanism, Nomination & Remuneration Policy, Independent Directors, Online business, Conversion of unlimited liability company into a limited liability company by shares or guarantee, Deposits, Special Notice, Notice of Candidature, Resignation of Director, Postal Ballot and Amalgamation, Compromise & Arrangement.
Section 12 of Companies Act, 2013 General Details
Every Company which has a website for conducting online business or otherwise, shall disclose/ publish its:
2. address of its registered office,
3. the CIN,
4. Tel No,
5. Fax No. if any,
6. email and
Section 13 of Companies Act, 2013 Money raised through Prospectus
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 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;
Section 91 of Companies Act, 2013 Closure of registers
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
Section 92 of Companies Act, 2013 Annual Return
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 101 of Companies Act, 2013 Notice of General Meeting
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.
Section 108 of Companies Act, 2013 E-Voting
The notice 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 scrutiniser shall be placed on the website of the company, if any, and on the website of the agency
immediately after the result is declared by the Chairman
Companies with E-voting facility
Section 124 of Companies Act, 2013 Dividend
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, and also on any other website approved by the Central Government for this purpose, in such form, manner and other particulars as may be prescribed.
Section 135 of Companies Act, 2013 CSR
The Board of every company referred to in sub-section (1) shall,— (a) 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;
The disclosure of contents of Corporate Social Responsibility Policy in the Board’s report and on the company’s website, if any, shall be as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014.)
The Board of Directors of the company shall, after taking into account the recommendations of CSR Committee, approve the CSR Policy for the company and disclose contents of such policy in its report and the same shall be displayed on the company’s website, if any, as per the particulars specified in the Annexure.
Section 136 of Companies Act, 2013 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:
Provided also that every listed company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of subsidiary on its website, if any: Provided also that 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 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.]
Section 177 of Companies Act, 2013 Vigil Mechanism
The vigil mechanism under sub-section (9) 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 178 of Companies Act, 2013 Nomination & Remuneration Policy
Nomination and Remuneration policy shall be placed on the website of the company, if any
if a company is having NRC, Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;]
Code of Independent Director Independent Directors
The terms and conditions of appointment of independent directors shall also be posted on the company’s website.
Rule-26 The Companies (Incorporation) Rules, 2014 Online business
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.
R-37 The Companies (Incorporation) Rules, 2014 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.
Acceptance of deposits Rules Deposits
Issue a circular (DPT-1) in English language and in vernacular language in one vernacular newspaper having wide circulation in the State in which the registered office of the company is situated. It shall also have to place such circular on its website, if any (as amended by notification dated 29th June 2016 and further 7th July 2018)
Section 115 of Companies Act, 2013 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.
Section 125 of Companies Act, 2013 Every company shall within a period of ninety 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 and every year thereafter till completion of the seven years period, identify the unclaimed amounts, as referred in sub-section 2 of section 125 of the Act, as on the date of 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, 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 through Form No. IEPF 2, separately for each year, 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 relevant for the purposes.
Section 160 of Companies Act, 2013 Notice of Candidature
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- by placing notice of such candidature or intention on the website of the company, if any:
Section 168 of Companies Act, 2013 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 DIR-12 and post the information on its website, if any
Section 110 of Companies Act, 2013 Postal Ballot
In case of companies having a website, Notice of the postal ballot shall also be placed on the website. Such Notice shall remain on the website till the last date for receipt of the postal ballot forms from the Members.
The results shall be declared by placing it, along with the scrutinizer’s report, on the website of the company.
Cos for Postal Ballot
Section 230 of Companies Act, 2013 Amalgamation, Compromise & Arrangement
Where a meeting is proposed to be called in pursuance of an order of the Tribunal under sub-section (1), a notice of such meeting shall be sent to all the creditors or class of creditors and to all the members or class of members and the debenture-holders of the company, individually at the address registered with the company which shall be accompanied by a statement disclosing the details of the compromise or arrangement, a copy of the valuation report, if any, and explaining their effect on creditors, key managerial personnel, promoters and non-promoter members, and the debenture-holders and the effect of the compromise or arrangement on any material interests of the directors of the company or the debenture trustees, and such other matters as may be prescribed:
Provided that such notice and other documents shall also be placed on the website of the company, if any, and in case of a listed company, these documents shall be sent to the Securities and Exchange Board and stock exchange where the securities of the companies are listed, for placing on their website and shall also be published in newspapers in such manner as may be prescribed: