Preservation of Documents

1.  PREAMBLE: 

Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Regulations”] requires every listed company to have a policy on Preservation of Documents / records maintained by the Company either in Physical Mode or Electronic Mode.

2.  SCOPE: 

 This policy shall govern the maintenance and preservation of documents as per applicable statutory and regulatory requirements.

3.  OBJECTIVE OF THE POLICY 

 The main objective of this policy is to ensure that all the statutory documents are preserved in compliance with the Regulations and as per Policy framed in compliance with the Regulations and to ensure that the records no longer needed or which are of no value are discarded after following due process for the same.

 The major objectives 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.

4.  DEFINITIONS: 

“Act” means the Companies Act, 2013, Rules framed thereunder and any amendments thereto.

“Board of Directors” or “Board” means the collective body of the Directors of the Company.

Policy on Preservation of Documents

“Company”, “This Company”, “The Company”, wherever occur in the policy shall mean “Cadila Healthcare Limited”.

“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.

“Policy” or “This Policy” means, “Policy on Preservation of Documents”.

“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.    “Regulations” means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendments thereto.

5.  INTERPRETATION: 

Terms that have not been defined in this policy shall have the same meaning assigned to them in the Companies Act, 2013, and / or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6.  GUIDELINES: 

Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides that 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 –

a. Documents whose preservation shall be permanent in nature;

b. Documents with preservation period of not less than eight years after completion of the relevant transactions.

Accordingly, the company has classified the preservation of documents to be done in the following manner:

a. Documents that need to be preserved and retained permanently;

Policy on Preservation of Documents

b. Documents that need to be preserved and retained for a period of 8 years as specified under the Companies Act, 2013 or Regulations;

c. Documents that need to be preserved and retained for such period as prescribed under any statute or regulation as applicable to the Company;

d. Where there is no such requirement as per applicable law, then for such period as the document pertains to a matter which is “Current”.

An indicative list of the documents and the time-frame of their preservation is provided in Annexure – A.

7.  MODES OF PRESERVATION: 

The Documents may be preserved in

a. Physical form; or

b. Electronic Form

The official of the Company who is required to preserve the document shall be 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.

  • Destruction of documents:

The documents of the Company which are no longer required as per the time schedule prescribed in the Annexure A may be destroyed.  The concerned officer may direct employees in charge from time to time to destroy the documents which are no longer required as per the documents Preservation Schedule given under Annexure A.  The details of the documents destroyed by the Company shall be recorded in the Register for Disposal of Records to be kept by Employees who are disposing of the documents in the format prescribed at Annexure B.  The entries in the register shall be authenticated by the Authorised Person.

Policy on Preservation of Documents

8.  POLICY REVIEW: 

This policy shall be reviewed from time to time so that the policy remains compliant with applicable legal requirements.  The Company Secretary will keep the policy updated as per applicable statutory guidelines.

9.  AMENDEMENT 

The Board shall have power to amend any of the provisions of this Policy, substitute any of the provisions with a new provision or replace this policy entirely with a new Policy according to subsequent modification(s) / amendment(s) to Regulations.

ANNEXURE – A 

Indicative List

A.  PERMANENT PRESERVATION: 

a) Common Seal

b) Minutes books of Board, General Meetings and Committee Meetings

c) Statutory Registers

d) License and Permissions

e) Statutory Forms and disclosures except for routine compliance

f)   Scrutinizers’ Report

g) Register of Members &  Index of Members

B.  TEMPORARY PRESERVATION UPTO 8 YEARS: 

a) Annual Returns,

b) Board Agenda and supporting documents,

c) Attendance Register,

d) Office copies of Notice of General Meeting and related papers,

e) Office copies of Notice of Board Meeting / Committee Meeting, Notes on Agenda and other related papers,

f)   All notices pertaining to disclosure of interest of directors,

g) Instrument creating a charge or modification,

h) Books of accounts, financial statements etc. and

i)   Register of debenture holders or any other security holders.

C.  OTHERS: 

As per applicable law.

ANNEXURE – B 

Specimen format of the register of documents disposed-off / destroyed

PARTICULARS OF DOCUMENT ALONG WITH PROVISION OF LAW

DATE AND MODE OF DESTRUCTION

INITIALS OF THE AUTHORISED PERSON