POLICY ON PRESERVATION OF DOCUMENTS
1. Preamble: -
This Policy (hereinafter referred to as the "Policy”) shall be called "Preservation of Documents Policy of Alpa Laboratories Limited (hereinafter referred to as the "Company"). This Policy has been framed in compliance with the provisions of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as "SEBI Listing Regulations”) which requires every listed company to have a policy on preservation of documents, approved by its board of directors (hereinafter referred to as the “Board”), classifying them into atleast two categories:
a) Documents whose preservation shall be permanent in nature; and
b) Documents to be preserved for not less than eight years after completion of the relevant transaction.
2. Objective: -
The objective of this Policy is to ensure that all important documents, generated or received by the Company, are adequately maintained and preserved in compliance with the applicable statutory provisions and to facilitate destruction of documents that are no longer required, at an appropriate time and in a specified manner with the approval of the respective Functional/department head and as per the administrative practice of the Company. This Policy establishes the guidelines for management, retention, preservation and destruction of documents, both in physical form and Electronic Form by the Company.
3. Definitions: -
The definitions of some of the key terms used in this Policy are given below:
Ø “Act” means The Companies Act, 2013 read with the Rules made thereunder.
Ø “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.
Ø “Documents” shall mean all papers, agreements, notices, records, files, books, tapes, CDs, DVDs, electronic storage devices etc., and the like as required to be maintained under any law or regulation for the time being in force.
Ø “Policy” means this Policy on Preservation of Company Documents;
Ø “SEBI Listing Regulations” means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including amendments thereto together with the circulars issued there under, including any statutory modifications or re-enactments thereof for the time being in force.
Ø “Maintenance” means keeping documents, either physically or in Electronic Form.
Ø “Preservation” means to keep in good order and to prevent from being altered, damaged, or destroyed.
Ø “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.
Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
4. Scope: -
This policy applies to all documents, records, and data created, received, or maintained by the Company.
5. Documents whose Preservation shall be Permanent in Nature:
(i) All Documents as may be required under the applicable statute, laws, rules and regulations, namely including but not limited to the following:
a) Certificate of incorporation;
b) Memorandum and articles of association of the Company;
c) Agreements made by the Company with stock exchanges and depositories;
d) Permanent account number;
e) Tax deduction account number;
f) Goods and service tax/ export/ import/ other registration certificates;
g) licences, court orders, awards, patents, trademarks, copy rights;
shall be preserved permanently.
(ii) Statutory records and registers that are required to be maintained permanently under the provisions of the Companies Act, including annual financial statements with statutory auditors’ reports, annual reports, etc., shall be preserved permanently.
(iii) Minutes of the Board meetings, Board committee meetings, general meetings of shareholders of the Company etc., shall be retained in perpetuity in the Company's minute book.
(iv) Agenda items and approval note for the agenda items along with relevant annexures thereto pertaining to the meeting of the Board/committee of the Board shall be preserved permanently.
(v) Documents relating to any property of the Company, property tax, delegation of powers, all policies/ policy guidelines of the Company framed under various regulations, shall be retained perpetually.
(vi) The records of disposal/ destruction shall be preserved permanently.
6. Documents to be Preserved for not less than Eight Years after Completion of the Relevant Transaction:
The following documents shall be maintained and preserved for a term not less than eight years after completion of the relevant transactions. All modifications, amendments, additions, deletions to the said documents shall also be preserved for a term not less than eight years.
(i) Documents/ information furnished to stock exchanges including information submitted in compliance of the SEBI Listing Regulations, shall be preserved for a minimum period of eight years from the end of the financial year in which the information/ documents are furnished;
(ii) Documents/ information submitted to the Registrar of Companies/ Ministry of Corporate Affairs in compliance with the Companies Act, and the rules made thereunder, shall be preserved for a minimum period of eight years from the end of the financial year in which the information/ documents are submitted;
(iii) Books of accounts as per the Companies Act;
(iv) Board reports;
(v) Annual returns (copies of all certificates and documents required to be annexed thereto) as per Companies Act;
(vi) notices, agendas, notes on agenda of Board meetings and board committees and other related papers, shall be preserved for as long as they remain current or for eight financial years, whichever is later, and may be destroyed thereafter with the approval of the Board, as prescribed by the "Secretarial Standard on Meetings of Board of Directors" issued by the Institute of Company Secretaries of India;
(vii) notices, scrutinizer's reports and related papers regarding general meetings (including annual general meetings and extraordinary general meetings), shall be preserved for as long as they remain current or for eight financial years, whichever is later, and may be destroyed thereafter with the approval of the Board, as prescribed by the "Secretarial Standard on General Meetings” issued by the Institute of Company Secretaries of India;
(vii)
(viii) Attendance register for Board meetings and recording of attendance of meetings through electronic mode, shall be preserved for eight financial years and may be destroyed thereafter with the approval of the Board of Directors, as prescribed by the "Secretarial Standard on Meetings of Board of Directors" issued by the Institute of Company Secretaries of India;
(ix) Any other documents, certificates, statutory registers which may be required to be maintained and preserved for not less than eight years after completion of the relevant transactions under the Companies Act and/or SEBI Listing Regulations;
(x) 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 revenue and expenditure. Tax records shall be retained for at least eight years from the date of filing of the applicable tax return.
7. Documents with preservation period specified by statutory authorities under applicable laws: -
Ø In addition to the documents mentioned above, other documents, certificates, forms, statutory registers, records, etc. which are required to be mandatorily maintained and preserved shall be preserved for a stipulated period of time as per the circulars issued in this respect from time to time or as per the applicable statutory regulatory provisions in this regard.
Ø Disclosures made by the Company to the stock exchanges shall be hosted on the website of the Company for a minimum period of five years under the SEBI Listing Regulations. Upon completion of five years period, such disclosures shall be removed from the website of the Company under this policy of the Company.
Ø Notwithstanding anything contained in this Policy, if a higher period of retention of documents is stated in any Act/ Statute or prescribed by any statutory authority, in the form of orders, direction or otherwise, such higher period shall become applicable.
8. Mode of Maintenance: -
The Company shall maintain these records either in physical or Electronic Form. The applicable provisions of law, rules and regulations with regard to electronic maintenance of records shall be adhered to. All the records shall be maintained as per the prescribed formats, if any, as amended from time to time, under the various rules and regulations. The said records be also maintained in such a manner that their retrieval is easy and quick.
9. Destruction of Documents: -
After the expiry of the statutory retention period, the preserved documents may be destroyed with the approval of the respective Functional/department head. The destruction of documents as a normal administrative practice shall be followed for records which are duplicate/ unimportant or irrelevant. This applies to both physical and electronic documents.
10. General: -
Notwithstanding anything contained in this Policy, the Company shall ensure compliance 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.
11. Amendment to the Policy: -
This Policy is framed in line with the existing provisions of the SEBI Listing Regulations. Any future changes in the SEBI Listing Regulations will ipso facto apply to this Policy. The Board of Directors of the Company shall have the power to amend this Policy, if required, due to any amendment in the Companies Act, SEBI Listing Regulations or any other acts as applicable.
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