WEBSITE COMPLIANCE FOR A PRIVATE LIMITED COMPANY UNDER THE COMPANIES ACT, 2013

Introduction

The Companies Act, 2013 does not prescribe a general obligation upon every private limited company to maintain a website. However, where a private limited company has a website, whether for conducting online business or otherwise, the Companies Act, 2013 and the rules made thereunder impose a number of specific disclosure and publication requirements.

Accordingly, website compliance of a private limited company should not be understood as a requirement to publish every statutory record of the company on its website. The obligation is to publish only those documents, information or notices for which the Act or the Rules specifically require publication or hosting on the company's website, wherever such website exists.

Statutory Information on the Home Page

The principal and continuing website requirement applicable to a private limited company arises under Rule 26 of the Companies (Incorporation) Rules, 2014.

Rule 26(1) provides:

“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.”

The provision is expressly applicable to every company having a website and therefore applies equally to an private limited company

These particulars should be kept current and should be amended whenever there is a corresponding statutory change, particularly in the registered office, contact details or designated contact person.

Penalty: If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees

Annual Return

Section 92(3) provides that:

“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.”

Accordingly, an private limited company having a website is required to place a copy of its annual return on that website.

The requirement should be read with Section 134(3)(a), under which the Board's Report is required to contain the web address, if any, where the annual return referred to in Section 92(3) has been placed. The company should therefore ensure that the annual return is actually hosted and that the exact web-link is incorporated in the Board's Report.

The website should preferably maintain an identifiable “Annual Return” section containing the annual returns for the relevant financial years

Penalty: The company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person. [Section 450]

Notice of General Meeting

Pursuant to Rule 18(3)(ix) of the Companies (Management and Administration) Rules, 2014.

The notice of the general meeting of the company shall simultaneously be placed on the website of the company, if any, and on the website as may be notified by the Central Government.

The notice should be uploaded simultaneously with its dispatch to the members and should remain available on the website up to the conclusion of the meeting.

Penalty: The company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person. [Section 450]

 

Notice of Candidature for Appointment as Director

Section 160 of the Companies Act, 2013, read with Rule 13 of the Companies (Appointment and Qualification of Directors) Rules, 2014, contains website requirement in relation to candidature for directorship where Section 160 is applicable.

Rule 13 requires the company, at least seven days before the general meeting, to inform its members of the candidature of a person for the office of director or the intention of a member to propose such person as a candidate. Where the company has a website, the notice of such candidature or intention is required to be placed on the website.

This Disclosure is required only for the relevant appointment process and should not be treated as a mandatory website disclosure.

Penalty: The company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person. [Section 450]

 

Resignation of a Director

Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014 provides that:

“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.”

This requirement is distinct from the disclosure of the resignation in the Directors' Report under Section 168 and from the filing of Form DIR-12 with the Registrar.

Penalty: The company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person. [Section 450]

 

Vigil Mechanism

Section 177(9), read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, requires a vigil mechanism to be established by every listed company and by specified classes of companies, including companies accepting deposits from the public and companies which have borrowed money from banks and public financial institutions in excess of ₹50 crore.

Where an private limited company falls within above said prescribed limits, Section 177(10) becomes relevant. The proviso to Section 177(10) specifically provides 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.”

Penalty: In case of contravention of this provision the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of one lakh rupees.

Nomination and Remuneration Policy

Where Section 178 applies and the company is required to constitute a Nomination and Remuneration Committee, the policy formulated under Section 178 is required to be placed on the company's website, if any. The salient features of the policy and changes therein, together with the web address of the policy, are also required to be disclosed in the Board's Report.

Penalty: In case of contravention of this provision the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of one lakh rupees.

Corporate Social Responsibility

Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 imposes a mandatory website disclosure. The Rule provides:

“The Board of Directors of the Company shall mandatorily disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board on their website, if any, for public access.”

Any change in the composition of the CSR Committee, amendment to the CSR Policy or approval of new CSR projects should consequently be reflected on the website.

Penalty: The company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person. [Section 450]

 

Unpaid Dividend

Where a company declares dividend and amounts remain unpaid or unclaimed, Section 124(2) requires the company to prepare, within ninety days of transferring the amount to the Unpaid Dividend Account, a statement containing the names and last known addresses of persons entitled to receive the unpaid dividend and the amount to which each person is entitled.

The section further requires the statement to be placed on the company's website, if any, and on such other website as may be approved by the Central Government for this purpose.

Penalty: In case of non-compliance the 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.

Compromise or Arrangement

Section 230(3), read with Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, requires the notice of the meeting relating to the compromise or arrangement to be advertised and also placed on the company's website, if any, not less than thirty days before the date fixed for the meeting.

The requirement is event-specific and applies when the company undertakes a scheme under Section 230.

Penalty: The company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person. [Section 450]

 

Application for Removal of Name

Rule 7 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 provides that, in the case of an application under Section 248(2), the company shall place the application on its website, if any, till the disposal of the application.

Accordingly, where a private company applies for voluntary strike-off, the application should be hosted on the company's website and should remain available until the application is disposed of.

Penalty: The company and every officer of the company who is in default or such other person shall be liable to a penalty of ten thousand rupees, and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to a maximum of two lakh rupees in case of a company and fifty thousand rupees in case of an officer who is in default or any other person. [Section 450]

 

What a Normal Private Limited Company Should Maintain

A private limited company should maintain a system under which the website is reviewed whenever a statutory event occurs. This is particularly important for general meeting notices, appointment of directors under Section 160 where applicable, resignation of directors, CSR disclosures where Section 135 applies, unpaid dividend, and any compromise, arrangement or strike-off process undertaken by the company.

The website should therefore not be treated as a static corporate brochure. Once a company maintains a website, certain statutory disclosures become part of its continuing corporate compliance framework.

Conclusion

The appropriate approach for a private limited company is therefore to maintain a statutory compliance section on its website, supported by an internal process under which the Company Secretary or compliance officer reviews the website.