Skip to content

Environmental, Social and Governance (ESG) - Principles and Practice · Board Disclosures and Website Disclosures

Website Disclosures by Companies under the Companies Act, 2013

Updated 11 October 2026 · Fact-checked

Website disclosures are items a company must make public on its own website, if it has one. They include the annual return, separate financial statements of subsidiaries, and full policies such as the nomination and remuneration policy, CSR policy and vigil mechanism. The Board's report then gives the web address or a brief summary.

Understand Website Disclosures by Companies

A website disclosure is a compliance duty to make information available to the public online. It supports transparency. Shareholders, investors and regulators can check key facts without writing to the company.

The Board's report is the bridge. Section 134(3) lists what the report must contain. Some items need not be written out in full. The report can point to the company's website instead. This keeps the report short and the details in one place.

Two rules in section 134 matter most. First, clause (a) of section 134(3) requires the report to include the web address, if any, where the annual return under section 92(3) has been placed. Second, the second proviso to section 134(3) deals with two policies: the policy on directors' appointment and remuneration (clause (e)) and the CSR policy (clause (o)). If the full policy is on the company's website, it is enough for the Board's report to give the salient features of the policy and any change in it, briefly, and the web address where the complete policy is available.

Other website duties sit in other parts of the Act and the rules. Examples are the audited financial statements of each subsidiary, where the company has a subsidiary and a website. Listed companies also post policies such as the vigil mechanism and the CSR policy. In an exam, state these duties in plain words. Cite a section number only when you are sure of it.

Note the words "if any". The Board's report rule applies where the company has a website. The law does not make a website mandatory under these two clauses. Read the facts in the question to see whether the company has one.

Key rules to remember

Annual return link in Board's report
Section 134(3)(a): Board's report includes the web address, if any, where the annual return under section 92(3) is placed
Give the web address. You do not need to attach the full annual return.
Policy on website: shortcut for the Board's report
Second proviso to section 134(3): policy under clause (e) or (o) on website → brief salient features + changes + web address
Clause (e) is the nomination and remuneration policy. Clause (o) is the CSR policy.
Avoid repeating disclosures
First proviso to section 134(3): disclosures already in the financial statements are referred to, not repeated
This is about cross-reference. It is different from the website rule.
Penalty for default under section 134
Section 134(8): company ₹3,00,000; every officer in default ₹50,000
This applies to non-compliance with section 134, including a missing web address in the Board's report.
Subsidiary accounts on website
Company with a subsidiary and a website → separate audited financial statements of each subsidiary on the website
State this rule without a section number unless you are certain of it.

How to solve Website Disclosures by Companies questions

Use this method for any question on website disclosures. Move from the facts to the rule, then to the conclusion.

  1. 1Read the facts. Note whether the company has a website, is listed, has subsidiaries, and which policies it has.
  2. 2Identify the disclosure involved: annual return, policy, subsidiary financial statements, or another item.
  3. 3State the rule in plain words. For the Board's report, name section 134(3)(a) for the annual return and the second proviso to section 134(3) for policies.
  4. 4Apply the rule to the facts. Check what the Board's report must say and what must sit on the website.
  5. 5Check the exceptions. Look at the words "if any" for the website, and at whether the full policy is actually on the website.
  6. 6Name the consequence of default: the penalty under section 134(8) for the company and for officers in default.
  7. 7Give a practical point: who signs the Board's report, and what the Company Secretary should verify.
  8. 8Close with a one-line conclusion that answers the question asked.

Quickest way: Three-box check

When to use it: Use it when a short-answer or case question asks what a company must put on its website or in its Board's report.

  1. Box 1, Board's report: web address of annual return; for the nomination and remuneration policy and CSR policy, brief features plus web address.
  2. Box 2, website: the complete policies, the annual return, and subsidiary financial statements, where applicable.
  3. Box 3, consequence: penalty of ₹3,00,000 on the company and ₹50,000 on each officer in default under section 134(8).
  4. Write one line per box, then add the facts-based conclusion.

Common mistakes in Website Disclosures by Companies

  • Saying the full policy must be reproduced in the Board's report even when it is on the website.

    Students remember that the Board's report must cover the policy and miss the proviso.

    Fix: Write that brief salient features, changes and the web address are enough if the complete policy is on the website.

  • Forgetting to mention the web address of the annual return.

    Older practice attached an extract of the annual return. Students mix it up with the present rule.

    Fix: Quote section 134(3)(a): the Board's report includes the web address, if any, where the annual return under section 92(3) is placed.

  • Applying the proviso to every policy.

    The proviso sounds general.

    Fix: It covers only the policies under clause (e) (appointment and remuneration) and clause (o) (CSR). Other clauses need normal disclosure.

  • Treating a website as compulsory under these clauses.

    Students ignore the words "if any".

    Fix: State that the rule applies where the company has a website. Check the facts.

  • Quoting the wrong penalty or leaving out officers.

    Students recall only the company's liability.

    Fix: Write both: ₹3,00,000 on the company and ₹50,000 on every officer in default under section 134(8).

  • Giving section numbers from memory for subsidiary accounts or the vigil mechanism.

    Students try to look precise.

    Fix: State the rule in plain words. Give a section number only when you are certain of it.

Worked examples

Example 1

Nirmaan Infra Limited, a public company with a website, has a CSR policy and a nomination and remuneration policy, both fully uploaded on its website. The Board asks how its report should deal with them. Advise.

Show the solution
  1. Identify the items: the nomination and remuneration policy falls under section 134(3)(e). The CSR policy falls under section 134(3)(o).
  2. State the rule: the second proviso to section 134(3) applies where the policy is available on the company's website.
  3. Apply it: the Board's report need not reproduce the full policies. It must state their salient features briefly and any change made in them.
  4. Add the web address at which each complete policy is available.
  5. Conclusion: the company complies if the report carries the brief features, changes and web address. Keeping the full policies only on the website, with nothing in the report, is not enough.

Answer: Nirmaan Infra Limited can give brief salient features, any changes, and the web address of each policy in its Board's report. It need not reproduce the full text.

Example 2

The Board's report of Kaveri Textiles Limited, which has a website, does not mention where the annual return is placed. What is the position, and what can the company do?

Show the solution
  1. Rule: section 134(3)(a) requires the Board's report to include the web address, if any, where the annual return under section 92(3) has been placed.
  2. Facts: the company has a website and has placed the annual return there. The report is silent on the address. This is non-compliance with section 134.
  3. Consequence: under section 134(8), the company is liable to a penalty of ₹3,00,000. Every officer in default is liable to a penalty of ₹50,000.
  4. Remedy: the directors can seek a revised Board's report under section 131. This needs Tribunal approval on the company's application, and it covers any of the three preceding financial years. Notice goes to the Central Government and Income-tax authorities.
  5. Limits: revised statements or reports cannot be prepared or filed more than once in a financial year. The reasons for revision must be disclosed in the Board's report of the year in which the revision is made.
  6. Conclusion: the omission is a default. Section 131 offers a route to correct it, though it does not by itself remove liability.

Answer: The omission breaches section 134(3)(a). The company faces ₹3,00,000 and each officer in default ₹50,000 under section 134(8). A revised report is possible under section 131 with Tribunal approval.

Exam tips

  • In a case question, first check whether the company has a website. Many answers turn on the words "if any".
  • Name the two parts separately: what the Board's report says, and what the website carries.
  • Write the penalty figures exactly: ₹3,00,000 for the company and ₹50,000 for each officer in default.
  • Give a practical drafting point: the Company Secretary should confirm that the web address works and that the website policy matches the policy approved by the Board.
  • Use section numbers only for clauses you know: 134(3)(a), 134(3)(e), 134(3)(o), the second proviso and 134(8).

Practice questions from Board Disclosures and Website Disclosures

Website Disclosures by Companies in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Website Disclosures by Companies: frequently asked questions

What must the Board's report say about the annual return?

It must include the web address, if any, where the annual return under section 92(3) has been placed. This is section 134(3)(a). You do not need to attach the full annual return to the report.

Can a company avoid repeating its CSR policy in the Board's report?

Yes, if the complete policy is on the company's website. The report then gives the salient features of the policy, any change in it, and the web address. This follows the second proviso to section 134(3).

Is every company required to have a website?

The two Board's report rules in section 134(3) speak of a website "if any". Other laws and regulations can require specific companies, such as listed companies, to maintain one. State this carefully and tie it to the facts given.

What is the penalty if the Board's report omits a required disclosure?

Under section 134(8), the company is liable to a penalty of ₹3,00,000. Every officer of the company who is in default is liable to a penalty of ₹50,000.

Do subsidiary financial statements go on the website?

Yes. A company that has a subsidiary and a website is expected to place the separate audited financial statements of each subsidiary on it. In the exam, state this rule in plain words.