In a review meeting of XYZ Ltd, a company incorporated under the Companies Act, 2013, the Company Secretary was asked by the Managing Director to brief about the Disclosures to be made by a listed entity at website of th
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2024
In a review meeting of XYZ Ltd, a company incorporated under the Companies Act, 2013, the Company Secretary was asked by the Managing Director to brief about the Disclosures to be made by a listed entity at website of the company irrespective of its type. Give details of any such eight disclosures as a Company Secretary of the company indicating the section/rule, purpose and mode. Explain the requirements as per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in this regard.
Answer & Explanation:
Disclosures to be made at website of the Company Under the Companies Act, 2013, the following disclosures are required to be made at the website, if any, of the company: S. No. Section/Rule Purpose Mode 1 Section 12 and Rule 26 of the Companies (Incorporation) Rules, 2014 Publication of name by company 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. 2 Rule 4(3) of the Companies (Acceptance of Deposits) Rules, 2014 Circular for Inviting Deposits from the public Every Company inviting deposits from the public shall upload a copy of the circular on its website, if any. 3 Rule 10 of the Companies (Management and Administration) Rules, 2014 Closure of Register of Members or Debenture Holders or other Security Holders The company shall publish notice at least seven days prior to such closure as may be specified by SEBI in case of a listed company or intends to get its securities listed on the website as may be notified by the Central Government and on the website, if any, of the Company. 4 Section 101 & Rule 18(3) (ix) of the Companies (Management and Administration) Rules, 2014 Notice of the General Meeting The notice of the general meeting of the Company shall be simultaneously placed on the website of the Company and on the website as may be notified by the Central Government. 5 Section 110 & Rule 22 (4) & 22 (13) & 22 (16) of the Companies (Management and Administration) Rules, 2014 Postal Ballot The notice of the postal ballot shall 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 of the postal ballot shall be declared by placing it, along with the scrutinized report, on the website of the company. 6 Section 115 & Rule 23(4) of the Companies (Management and Administration) Rules, 2014 Resolutions Requiring Special Notice Where it is not practicable to give the notice in the same manner as it gives notice of any general meetings, such notice shall be posted on the website, if any, of the company. 7 Section 124(2) Unpaid Dividend Account Unpaid Dividend Account details The Company shall, within a period of 90 days of making any transfer of an amount under section 124(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. 8 Section 135(4) and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 Disclosures about Corporate Social Responsibility Policy (by a company to whom CSR is applicable) The Board of every Company shall disclose contents of Corporate Social Responsibility Policy in its report and also place it on the Company's website, if any. 9 Section 136(1) Right of Member to Copies of Audited Financial Statement Placing of audited accounts of companies. 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. Every listed company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of subsidiary on its website subject to the proviso related to foreign subsidiary. 10 Section 168 & Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Notice of Resignation of director The Company shall within 30 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. 11 Section 230(3) & Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 Advertisement of the notice of the meeting pursuant to exercise of power to Compromise or make arrangements with creditors and members. The notice of the meeting under section 230(3) of the Act, shall be placed on the website of the company, if any in Form No. CAA.2 at least 30 days before the date fixed for the meeting and in case of listed companies, also on the website of SEBI and recognized stock exchanges where the securities of the company are listed. Requirements as per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 As per Regulation 46(2) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the listed entity shall disseminate the following information under a separate section on its website: details of its business; terms and conditions of appointment of independent directors; composition of various committees of board of directors; code of conduct of board of directors and senior management personnel; details of establishment of vigil mechanism/ Whistle Blower policy; criteria of making payments to non-executive directors, if the same has not been disclosed in annual report; policy on dealing with related party transactions; policy for determining 'material' subsidiaries; details of familiarization programmes imparted to independent directors including the following details: number of programmes attended by independent directors (during the year and on a cumulative basis till date), number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and other relevant details the email address for grievance redressal and other relevant details; contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances. As per Regulation 46 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, it is mandatory for a listed entity to maintain a functional website containing the basic information about the listed entity.
Topics: Compliance Management
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