POLICY FOR PRESERVATION OF DOCUMENTS
PREFACE AND OBJECTIVE
The Board of Directors (the “Board”) of the Healthvista India Limited (the “Company”) has approved the following policy for preservation of documents in terms of Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”).
As per Regulation 9 of the SEBI Listing Regulations, the listed entity shall have a policy for preservation of documents, approved by its Board of Directors, classifying them in at least two categories i.e. (a) documents whose preservation shall be permanent in nature; and (b) documents with preservation period of not less than eight years after completion of the relevant transactions. The listed entity may keep such documents in electronic mode. The Policy has been approved by the Board of Directors in its meeting held on [●].
- EFFECTIVE DATE
The Policy shall be effective from [●].
- DOCUMENTS TO BE PRESERVED
This Policy sets the standards for preservation of documents of the Company, broadly classified in the following categories, which may be preserved, in physical and/or electronic mode.
(i) CATEGORY A – DOCUMENTS WHOSE PRESERVATION SHALL BE PERMANENT IN NATURE
The following documents shall be maintained and preserved permanently by the Company. All modifications, amendments, additions, deletions to the said documents shall also be preserved permanently by the Company.
- Registration Certificates
- Statutory Registers required under applicable laws
- Polices, Charters and Codes of the Company
- Minutes of the Board Meetings and Board Committees as prescribed by the “Secretarial Standard-1 on Meetings of Board of Directors” issued by the Institute of Company Secretaries of India.
- Minutes of General Meetings (including AGMs) as prescribed by the “Secretarial Standard-2 on General Meetings” issued by the Institute of Company Secretaries of India.
- Register of directors and Key Managerial Personnel.
- Register of Renewed and Duplicate Share Certificates
- Register of Charges
- Register of Members along with the index (Form MGT-1)
- Register u/s 186 of the Companies Act, 2013 (loan/ guarantee/ security or making an acquisition of securities) Form MBP-2.
- Register u/s 187 of the Companies Act, 2013 (investment held in the name of any other person) Form MBP-3.
- Register u/s 189 of the Companies Act, 2013 (Register of contracts or arrangements in which directors are interested as per section 184 & 188 of the Act)
- Property Card, Ownership, records issued by government Authority
- The Original Signed and Stamped Memorandum of Association and the Articles of Association of the Company
- Material agreements/ contracts, which, even if terminated, may have an impact on business.
- Orders/judgement issued by Courts/statutory bodies and other background documents relevant for understanding such Orders
- Any other document, certificates, statutory registers that may be required to preserved permanently in terms the Companies Act, 2013 and/ or SEBI Regulations.
(ii) CATEGORY B – 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.
- Documents/Information furnished to Stock Exchanges including information submitted in compliance of SEBI Listing Regulations, as amended from time to time, shall be preserved for a minimum period of eight years from the end of the financial year in which the documents/information is furnished.
- Books of Accounts
- Annual Returns (copies of all certificates and documents required to be annexed thereto) as per Companies Act, 2013 ;
- Office Copies of Notices, Agenda, 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-1 on Meetings of Board of Directors” issued by the Institute of Company Secretaries of India.
- Disclosure of interest received from directors of the Company in the manner prescribed.
- Instrument creating a charge or modifying a charge.
- Changes to the Memorandum and Articles of Association.
- Employment record for the employees of the Company.
- Office Copies of Notices, Scrutinizer’s Report and related papers regarding General Meetings (including AGM) 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 of Directors, as prescribed by the “Secretarial Standard-2 on General Meetings” issued by the Institute of Company Secretaries of India.
- Attendance Register for Board Meeting and recording of attendance of Meetings through Electronic Mode for eight financial years and may be destroyed thereafter with the approval of the Board of Directors, as prescribed by the “Secretarial Standard-1 on Meetings of Board of Directors” issued by the Institute of Company Secretaries of India.
- Documents as are required to be maintained under relevant laws relating to direct and in-direct taxes.
- Marketing documents.
- Press releases.
- Legal documents including but not limited to contracts, legal opinions, orders passed by various courts and tribunals, documents relating to cases pending in any court, tribunal or authority.
- Any other document, certificates, statutory registers which may be required to be maintained and preserved for not less than eight years after completion of the relevant transaction under the Companies Act, 2013 and/or SEBI Regulations.
(iii) CATEGORY C – GENERAL
In addition to the documents mentioned in Category ‘A’ and ‘B’ 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 existing Rules/ Procedures/ Practices of the Company or as per the applicable Statutory/ Regulatory provisions in this regard.
- ROLES & RESPONSIBILITY
The Heads of respective Departments of the Company shall be responsible for preservation of the documents in terms of this Policy, in respect of the areas of operations falling under the charge of each of them.
- DESTRUCTION OF DOCUMENTS
After the expiry of the statutory retention period, the preserved documents may be destroyed in such mode under the instructions approved by the Board of Directors/ concerned Functional Director/ Head of the Department. This applies to both physical and electronic documents. The documents may be destroyed as follows:
- Recycle non-confidential paper records;
- Shred or otherwise render unreadable confidential paper records; or
- Delete or destroy electronically stored data.
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.
- AMENDMENT TO THE POLICY
The Board of Directors may, subject to the applicable laws amend any provision(s) or substitute any of the provision(s) of this Policy with new provision(s) or replace this Policy in entirety.