POLICY ON PRESERVATION OF DOCUMENTS
Scope/ Legal Frame work
A policy on preservation of Documents (defined below) would ensure safe keeping
of the records and safeguard the documents for getting man handled, while at the
same time avoiding superfluous inventory of Documents. The Company, therefore, formulates
this policy, in pursuance to Regulation 9 of the Securities Exchange Board of India
(Listing Obligations and Disclosure requirements) Regulations, 2015 on preservation
of the Documents to aid the employees in handling the documents efficiently. It
not only covers the various aspects on preservation of the Documents, but also the
safe disposal/destruction of the Documents
Definitions
“Act” means the Companies Act, 2013.
Applicable Law “means any law, rules, circulars, guidelines or standards issued
by Securities Exchange Board of India, Ministry of Corporate Affairs and The Institute
of Company Secretaries of India under which the preservation of the documents has
been prescribed.
“Authorised Person” means any person duly authorised by the Board.
“Board” means the Board of directors of the Company or its Committee.
“Company” means M/s. B.N.RATHI SECURITIES LTD.
“Current Document(s)” means any document that still has an ongoing relevance with
reference to ongoing litigation, proceedings, complaint, dispute, contract or any
like matter.
“Document(s)” refers to papers, notes, agreements, notices, advertisements, requisitions,
orders, declarations, forms, correspondence, minutes, indices, registers and or
any other record, required under or in order to comply with the requirements of
any Applicable Law, whether issued, sent, received or kept in pursuance of the Act
or under any other law for the time being in force or otherwise, Maintained on paper
or in Electronic Form and does not include multiple or identical copies.
“Electronic Record(s)” means the electronic record as defined under clause (t) of
subsection (1) of section 2 of the Information Technology Act, 2000. or any like
matter. 2.9.“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 in good order and to prevent from being altered, damaged
or destroyed.
“Regulations” means the Securities Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015 The words and phrases used in this Policy
and not defined here shall derive their meaning from the Applicable Law.
Coverage / Objective
A policy on preservation of Documents (defined below) would ensure safe keeping
of the records and safeguard the documents for getting man handled, while at the
same time avoiding superfluous inventory of Documents. The Company, therefore, formulates
this policy, in pursuance to Regulation 9 of the Securities Exchange Board of India
(Listing Obligations and Disclosure requirements) Regulations, 2015 on preservation
of the Documents to aid the employees in handling the documents efficiently. It
not only covers the various aspects on preservation of the Documents, but also the
safe disposal/destruction of the Documents
- Documents whose preservation shall be permanent in nature;
- Documents with preservation period of not less than eight (8) years after completion
of the relevant transactions.
The classification of the documents has been made in the Annexure which forms part
of this Policy. 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 electronic mode.
Provision with regard to 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.
- 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.
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: 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:
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.
- (ii)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:
- (a) Printed in hard copy and kept in the appropriate file; or
- (b) 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.
ANNEXURE – A
Records to be preserved permanently
ANNEXURE – B
Records to be preserved for minimum period of eight years.