POLICY FOR PRESERVATION OF DOCUMENTS
BACKGROUND
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”) require every Listed Company to frame a policy for providing framework for adequate protection and preservation of the documents of the Company as per the applicable statutory requirements re‐produced as under:
“Regulation 9: Preservation of Documents
The listed entity shall have a Policy for preservation of documents, approved by its board of directors, classifying them in at least two categories as follows‐
- Documents whose preservation shall be permanent in nature;
- Documents with preservation period of not less than eight years after completion of the relevant transactions;
Provided that the listed entity may keep documents specified in clauses (a) and (b) in electronic mode.”
PURPOSE
This policy shall govern the maintenance and preservation of documents as per applicable statutory and regulatory requirements.
OJECTIVES
The main objective of this policy is to ensure that all the statutory documents are preserved in compliance with the Listing Regulation and as per Policy framed in compliance with the listing Regulation and to ensure that the records which are no longer needed or which are of no value are discarded after following the due process for the same.
The major objective of the policy are:
- To identify statutory records to be preserved.
- To identify records to be maintained either for a period of eight years or permanently.
- To decide the mode of preserving the documents, whether in physical form or in electronic form.
- To decide the procedure to destroy the documents after eight years or other applicable period,
- To help employees understanding their obligations in retaining and preserving the documents and records.
DEFINITIONS
“Current” means running matter or whatever is at present in course of passage.
“Electronic Form” means any contemporaneous electronic device such as computer, laptop, compact disc, Floppy disc, space on electronic cloud, or any other form of storage and retrieval device, considered feasible, whether the same is in possession or control of the Company or otherwise the Company has control over access to it.
“Maintenance” means keeping documents, either physically or in electronic form
“Preservation” means to keep the documents preventing them from being altered, damaged or destroyed.
“Register” means a register maintained under the Companies Act, 2013 or the SEBI Act, 1992.
POLICY STATEMENT
The policy contain guidelines on how to identify documents that need to be maintained, how long certain documents should be retained, how and when those documents should be disposed of, if no longer needed and how the documents should be accessed and retrieved when they are needed.
CLASSIFICATION OF DOCUMENTS
- Documents shall be classified in the following categories:
- Mandatory under governing laws
- Non-Mandatory
- Documents which are required to be mandatory preserved for a stipulated minimum period of time under governing laws shall be preserved accordingly. Documents in respect of which no minimum maintenance time line is stipulated under any of the laws shall be preserved in accordance with this policy.
- All records and documents as provided herein shall be preserved for such time and period as may be provided herein.
- Any change in the governing laws affecting the change in period of preservation of documents shall prevail over the policy.
PRESERVATION OF DOCUMENTS/ RECORDS
Subject to clause 4 above, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention identified above, as well as any other pertinent factors as the overseeing authorities deem fit.
- Tax & Accounting Records: Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of deductions, business costs, accounting procedures, and other documents concerning the Company’s revenues and expenses including capital expenditure. Tax records should be retained for at least eight years from the date of filing the applicable return or such period of time as prescribed under Tax laws whichever is later.
- Employment Records/ Personnel Records: Labour laws require the Company to maintain certain recruitment, employment and personnel information. The Company should also maintain personnel files that reflect performance reviews if any and any complaints brought against the Company or individual employees under applicable labour laws. The Company should also keep all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel in the employee’s personnel file.
- Employment and personnel records shall be preserved for a minimum period of eight years irrespective of whether such employee continues to be employed with the Company or not.
- Individual employee files need to be maintained as long as the concerned individual remains an employee of the Company or for a minimum period of 5 years thereafter or such period of time as prescribed under respective laws for time being in force whichever is later.
- Returns under various labour laws, governmental and statutory filings etc. need to be retained in accordance with the related stature as may be specified therein or for a minimum period of 8 years whichever may be later.
- Financial Statements, Minutes, Statutory Registers & other Documents: Financial Statements including Audit Reports, Minutes of Meetings of Board, Members and other Committees Meeting along with statutory registers as prescribed under governing laws for time being in force shall be preserved for such period as provided in respective laws. Any document where preservation period is not prescribed under governing laws shall be preserved for a minimum period of eight years.
- Press Releases/ Public Filings: The Company should retain copies of all press releases and documents filed with Stock Exchanges, Registrar of Companies and other regulatory authorities on a permanent basis.
- Legal Files/ documents: All legal documents / copies of notices / summons / orders / judgments and all other legal documents shall be preserved permanently. Documents like leases, Leave & License agreements and other agreements shall be preserved for atleast 5 years beyond the life of the said documents.
- Development/ Intellectual Property and Trade Secrets: Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the Company and are protected as a trade secret where the Company:
- Derives independent economic value from the secrecy of the information; and
- The Company has taken affirmative steps to keep the information confidential. The Company should keep all documents designated as containing trade secret information for at least the life of the trade secret.
- Contracts: Final, execution copies of all contracts entered into by the company should be retained. The company shall retain copies of the final contracts for atleast five years beyond the life of the agreement, and longer in the case of publicly filed contracts.
- Electronic Mail: E-Mail that needs to be saved should be either:
- Printed in hard copy and kept in the appropriate file; or
- Downloaded to a Computer file and kept electronically or on disk as a separate file so as to ensure its timely retrieval.
MODES OF PRESERVATION
The Documents may be preserved in
- Physical form; or
- Electronic Form
The official of the Company who is required to preserve the document shall be an Authorised Person who is generally expected to observe the compliance of statutory requirements as per applicable law.
The preservation of documents should be such as to ensure that there is no tampering, alteration, destruction or anything which endangers the content, authenticity, utility or accessibility of the documents.
The preserved documents must be accessible at all reasonable times. Access may be controlled by the concerned Authorised Person with preservation, so as to ensure integrity of the Documents and to prohibit unauthorized access
ROLES & RESPONSIBILITIES
The respective Functional/ Departmental heads of the Company shall be responsible for maintenance and preservation of documents in respect of the areas of operations falling under the charge of each of them, in terms of this Policy.
DESTRUCTION OF DOCUMENTS
- After the expiry of the preservation period specified in the annexed Documents Preservation Schedule, such documents which are no longer required may be destroyed by the concerned department after obtaining prior approval of Managing Director of the Company. The records of the documents destroyed shall be maintained by the concerned department and shall be produced whenever required by the concerned authority/ auditors.
- In case any specific procedure is prescribed under applicable Act/ Rules/ Regulation for destruction of the documents, the same shall be followed by the Company.
- Where the Company has been served with any Notice requisitioning documents from any of the Statutory Authorities or any Litigation is commenced by or against the Company, in such cases the destruction of the related documents shall be suspended till such time the matter is settled or resolved or disposed‐off.
PERIODICAL REVIEW
The Policy should be flexible and easy to understand and comply with by all levels of employees. The policy should be reviewed periodically by the Board as and when practical difficulties are encountered. The Top management may also review the policy on document retention to comply with any local, state, central legislations that may be promulgated from time to time.
AMENDMENT
Any change in policy shall be approved by the Board of the Company. The board shall have the right to withdraw/ and or amend any part of this policy or the entire policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.
In case any provisions of this policy are contrary to or inconsistent with the provisions of Companies Act, 2013 rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of statutory provisions shall prevail.
DISSEMINATION OF THE POLICY
The policy shall be hosted on the website of the company i.e. www.houseofmanohar.com
