Regulatory framework for website disclosures to be made by listed companies in India

November 02, 2021

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This article is written by Deepali Yadav, pursuing Diploma in Law Firm Practice: Research, Drafting, Briefing and Client Management from LawSikho. The article has been edited by Tanmaya Sharma (Associate, LawSikho) and Ruchika Mohapatra (Associate, LawSikho).

Table of Contents

Introduction

“A website is the centre of the digital ecosystem, it’s like a brick or mortar location, the experience matters once a visitor enters, just as much as the perception they have of you before they walk through the door.” – Leland Dieno.

In this digital era, for any company to have an online presence, having a website is imperative. A website provides crucial information about the company and its business. Such information includes the contact details, goals, mission and vision statement, the products and services offered by them, etc. All this data on the website helps its visitors to obtain accurate information about the company. But there are few companies that don’t disclose such important data on their website, which restrains people from making informed choices. Therefore, there are regulatory bodies that mandate companies to disclose certain necessary information on the company’s website.

Website disclosures are synonymous with transparency; such disclosures communicate the corporate behavioural agenda of the company and also establish a relationship of trust and credibility among their customers.

As per the Companies Act 2013, for listed companies having a website is not mandatory but if it does then the company has to adhere to all the provisions and compliances in relation to website disclosure by the Securities and Exchange Board of India (SEBI).

Regulatory bodies regulating website disclosures

The following Regulatory bodies regulate such website disclosures on the website of the company:

SEBI Listing (Obligations and Disclosure Requirements) Regulations 2015,
SEBI (Prohibition of Insider Training) Regulations 2015,
The Companies Act 2013.

Regulations under the Companies Act, 2013 : website disclosure by listed companies

According to, Section 12 read with Rule 26 of the Companies (Incorporation) Rules, 2014

Every company that conducts its business online on a website, should disclose certain information such as the name of the company, registered office address, their Corporate Identity Number (CIN), contact number, fax number if any, contact details on the homepage of the employee that handles all queries or grievances by customers as well as email id of the company.

Financial Statements & Consolidated Financial Statements (Section 136)

Every listed company should place its financial statements along with consolidated financial statements, if any, including other required documents that should be published on companies’ websites.
Every listed company having subsidiaries should separately upload audited accounts reports of its subsidiary or subsidiaries on its website.
Any listed company having a foreign subsidiary incorporated outside India;

Disclosure of consolidated financial statement of such foreign subsidiary should be published on the listed company’s website;
According to any law of the country, the foreign subsidiary is not required to audit its financial statement of its incorporation but the holding company has to upload the unaudited financial statement of a foreign subsidiary, the Indian listed company should publish such unaudited financial statement in any language other than English along with a translated copy in English on its website.

Regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Website disclosure by Listed companies

Regulation 23: Disclosure of Related Party Transactions:

The listed company within 30 days from publication date should submit its half year consolidated financial results, On the consolidated basis of related party transactions, and Publication of annual results to the stock exchanges in the format mentioned under relevant accounting standards should be uploaded on the website.

Regulation 30: Disclosure of events or information :

The determination of materiality policy, according to sub-regulation criteria also the board of directors should duly approve such policy of the listed company and it has to be disclosed by uploading it on their website.
The board of directors of the listed company authorized Key Managerial Personnel for the purpose of determining the materiality of an event or information and for providing stock exchange disclosures along with the contact details of such Key Managerial personnel should be also disclosed on the website.
The listed company should disclose on its website any information or events that has already been known or provided to the stock exchange also according to an archival policy of the listed company such disclosure should be available on the website for a minimum period of five years.
Regulation 34: Annual Report or copy of Annual Report or the copy of revised Annual Report, if any
The listed company should submit publish on its website –

Any annual report copy given or provided to the shareholders of the company which should also include annual general meeting notice and publication of such annual report copy along with annual general meeting notice given to its shareholders on their website;
If such a listed company makes any changes with respect to the annual report, all such changes explaining the reasons for such changes along with all the other additional details incorporated in the revised annual report copy should be uploaded on the website within 48 hours of commencement of the annual general meeting.

Regulation 43A on Policy of dividend distribution

The top 500 listed companies in market capitalization such listed companies should publish policies of dividend distributions and include them in the annual reports of the company and a copy of such annual reports including the policies of dividend distributions has to be uploaded on their websites.
The listed company should disclose on their website all changes if the company declares the dividend on the basis of parameters or changes in such parameters.
Regulation 46: Website Disclosures on the website of Listed Companies

The listed company should have a functional website and mandatorily publish the following information on their website:

Particulars and other details of their business.
Independent directors’ appointment terms.
Details of the composition of the board of directors of various committees.
Provisions of code of conduct that management personnel and board of directors have to follow.
Particulars and details of the foundation of vigil mechanism and whistle-blower policy.
If the annual report doesn’t include rules of granting payments to non-executive directors, then such rules should be published separately on the website.
Policy on dealing with related party transactions
Strategy for forming ‘material’ subsidiaries;
familiarization programmes particulars that were communicated to independent directors along with the details mentioned below:

A total number of all programmes where the independent directors were present.
Duration of the time spent in such programmes by independent directors of the company.
Other crucial details include the email id for grievance redressal, contact details of officials that are designated by the listed companies to handle such grievances.

Financial data including:

Circular of the board meeting of the directors on financial results.
Circular on approval of financial results after the completion of the board meeting of the directors.
The final copy of the annual report with details of the balance sheet, statement of corporate governance report, profit and loss account statement, statement of directors report etc.
Shareholding pattern;

Particulars of media company’s agreements or agreements entered into with their associates and other such agreements.
Analyst or institutional investor meetings schedule and all the pitch presentations are given to the analysts or institutional investors by the listed company.
Details of the formal name of the listed company and the details of changes of the old name also the details of the new name should be uploaded on their website for at least one year from the date of such change in name.
Provisions of regulation 47 in sub-regulation (1)

All credit ratings obtained by the listed company for all its outstanding instruments should be updated on the website when there are changes in such ratings.
Audited financial statements of the listed company’s subsidiaries should be uploaded on the website at least twenty-one days before the commencement of the annual general meeting.

Regulations under SEBI [Prohibition of Insider Trading] Regulations, 2015 on website disclosure by listed companies

Regulation 8: Fair Disclosure Code which includes fair practices provisions along with fair disclosure procedures of unpublished price sensitive information (UPSI):

According to this regulation the board of directors of any Listed company having its securities listed on any stock exchange, such a listed company should mandatorily upload the same on the company’s official website.

Consequences of non-compliance of website disclosure

There are no penalties for non-compliance with the requirements needed by regulatory bodies on website disclosure. But according to Section 450 of the Companies Act of 2013, the penalty for non-compliance by the company or any officer of the company who defaults to any of the Act’s provisions will be Rs 10,000 and any such continuing contravention will be a further fine of Rs 1,000 for every day of default.

Conclusion

The four pillars in corporate governance include accountability, responsibility, fairness and transparency. Website disclosure plays a crucial role in the fulfilment of these pillars ensuring better corporate governance. Both national and international regulatory bodies advocate transparency. India having a disclosure-based approach towards regulation the provision of mandatory website disclosures was included in the company’s act 2013. If any company fails to comply with provisions related to website disclosures, then strict action would be taken against the company in accord with provisions provided under Companies Act 2013, SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 on Website disclosure, SEBI [Prohibition of Insider Trading] Regulations, 2015 on Website disclosure.

References

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