INTRODUCTION
This policy is primarily framed based on Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and related applicable provisions as mentioned in Companies Act, 2013. It not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents. Archival Policy as referred to in Regulation 30 (8) of the Listing Regulations forms part of this Policy. This policy is intended to ensure compliance particularly with the Listing Regulations and the applicable provisions of Companies Act, 2013.
PURPOSE OF THEPOLICY
Regulation 9 of the Listing Regulations mandates that a 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 innature;
- Documents with a preservation period of not less than eight years after completion of the relevanttransactions. The classification of the documents has been made in the Annexure which forms part of this Policy.
Provided that the Company may keep documents specified in clauses (a) and (b) in electronic mode.
While prescribing different time periods for preservation of records, the following aspects have been taken into account:
- Compliance with statutory and regulatory requirements.
- Requirements of SEBI/RBI/MCA officials to have access to certain records.
- Requirements of internal and external auditors to have access to certain records. The documents or records not covered by this Policy shall be maintained by the Company for the time period specified for their preservation under any statute or regulation, for the time being in force.
Provided further that the Company may keep the documents as specified above in Regulation 30 (8) of the Listing Regulations also refers to an archival policy as per which all events or information which has been disclosed to stock exchange(s) under regulation 30 shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the archival policy of the company, as disclosed on itswebsite.
Besides the above, as per applicable provisions of Companies Act, 2013 certain documents must be preserved permanently or up to a certain prescribed time. Accordingly, this policy has been framed keeping in view particularly the requirements of Listing Regulations and the provisions of Companies Act,2013.
POLICIES
A. PRESERVATION OF DOCUMENTS WITH SPECIFIC REFERENCE TO THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,2015
A. Documents whose preservation shall be permanent innature:
All those documents which are required to be preserved permanently in accordance with the provisions of applicable Act, Rules, Regulations, Guidelines, Circulars, Notifications etc. as may be applicable on the Company from time-to-time shall be preserved permanently. Details of documents whose preservation shall be permanent in nature is listed in Annexure–A.
B. Documents with preservation period of not less than eightyears:
All those documents which are required to be preserved in accordance with the provisions of applicable Act, Rules, Regulations, Guidelines, Circulars, Notifications etc. for a period of not less than eight years shall be preserved accordingly. All the documents/ information furnished to the stock exchanges in compliance with the Listing Regulations, submitted to the Registrar of Companies and/or Ministry of Corporate Affairs in compliance with the Companies Act, 2013 and attendance Registrar for Board Meetings, and recording of attendance of meetings through electronic mode shall be preserved for a period of not less than eight years from the end of the financial year in which the documents/ information is furnished/ submitted or such meeting is held. Details of these documents/ information including any other documents/ information with preservation period of not less than eight years after completion of the relevant transactions is listed in Annexure-B. All modifications and amendments, additions, deletion to such documents shall also be preserved for a period of not less than eight years from the date of such modification, deletions, etc.
PRESERVATION OF DOCUMENTS WITH REFERENCE PRESERVATION OF DOCUMENTS UNDER VARIOUS LAWS
The Company from time to time establishes retention or destruction of policies or documents or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that bear special consideration are identified below. While minimum retention periods are suggested, 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.
- Tax 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. Tax records may be retained for at least Eight years from the date of filing the applicable return.
- Employment Records/Personnel Record: Several Central & State statutes require the Company to keep certain recruitment, employment and personnel information. The Company should also keep personnel files that reflect performance reviews and any complaints brought against the Company or individual employees under applicable Central & State statutes. 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 should be retained for six years or till the cessation of the employee.
- Board and Board Committee Materials: Meeting minutes should be retained in perpetuity in the Company’s minute book. A clean copy of all Board and Board Committee materials should be kept as long as they remain current or for 8 financial years, whichever is later.
- Press Releases/Public Filings: The Company should retain permanent copies of all press releases and publicly filed documents under the theory that the Company should have its own copy to test the accuracy of any document a member of the public can theoretically produce against that Company. Press releases / public filings related documents should generally be maintained for a period of eight years or till the completion of the case, whichever is later.
- Legal Files: Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of eight years or till the completion of the case, whichever is later.
- Marketing and Sales Documents: The Company should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally eight (8) years.
- 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: (i) Derives independent economic value from the secrecy of the information; and (ii) 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 should retain copies of the final contracts for at least eight (8) 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: (i) Printed in hard copy and kept in the appropriate file; or (ii) Downloaded to a computer file and kept electronically or on disk as a separate file. Electronic documents will be retained as if they were paper documents. Therefore, the electronic files should be maintained for the appropriate amount of time depending upon the subject matter of the email and should be determined primarily by the application of the general guidelines affecting document retention. If a user has sufficient reason to keep an e-mail message, the message should be printed in hard copy and kept in the appropriate file or moved to an “archive” computer file folder. Backup and recovery methods should be tested on a regular basis.
GENERAL
Notwithstanding anything contained in this Policy, the Company shall ensure to comply with any additional requirements as may be prescribed under any laws/regulations either existing or arising out of any amendment to such laws/regulations or otherwise and applicable to the Company, from time to time
AMENDMENT
The Board of Directors of the Company reserves the right to amend or modify this Policy in whole or in part, as may be required, at any point of time.
By order of the Board For Wherrelz IT Solutions Limited