Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") imposed certain obligations and disclosure requirements on all listed entities, one of the common obligations for all listed entities pursuant to Regulation 9 being to formulate and put in place a policy for preservation of documents.
The Board of Directors of Manorama Industries Limited ("the Company") is required to formulate a policy for "Preservation of Documents" to comply with the requirements of Regulation 9 of the Listing Regulations.
A. "Board of Directors" or "Board" Board of Directors or Board shall mean the Board of Directors of Manorama Industries Limited, as constituted from time to time.
B. "Company" Company shall mean Manorama Industries Limited".
C. "Documents" Documents shall mean all papers, 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.
D. "Listing Regulations" Listing Regulations shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
This policy sets the standards for managing, storing and preservation of documents of the Company broadly classified in the following two categories:
A. The documents of a permanent nature (listed in Annexure 1) shall be maintained and preserved permanently by the Company subject to the modifications, amendments, additions, deletions or any changes made therein from time to time.
Provided that all such modifications, amendments, additions, deletions in the documents shall also be preserved permanently by the Company.
B. The documents to be maintained and preserved for a specified time period after completion of the relevant transactions (listed in Annexure-2) shall be preserved by the Company for the term not less than eight years after completion of the relevant transactions subject to the modifications, amendments, additions, deletions or any changes made therein from time to time. Provided that all such modifications, amendments, additions or deletions in the documents shall also be preserved for a term not less than eight years. Provided further that the Company may keep the documents as specified above in an electronic mode.
The respective Departmental Heads of the Company shall be responsible for maintenance, preservation and destroying of documents in respect of the areas of operations falling under the charge of each of them, in terms of this policy.
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.
After the expiry of the statutory retention period, the preserved documents may be destroyed in such mode under any instructions approved by the department head(s). Destruction of documents as a normal administrative practice will also be followed for the records which are duplicate/unimportant/irrelevant. This applies to both Physical and Electronic Documents.
For all new Employees, a copy of this policy shall be handed over as a part of the joining documentation, along with other HR related policies. For all existing Employees and Directors, a copy of this policy shall be posted on the intranet and the web-site of the Company.
The Board may subject to the applicable laws amend any provision(s) or substitute any of the provision(s) with the new provision(s) or replace this policy entirely with a new policy. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.
DOCUMENTS WHOSE PRESERVATION SHALL BE PERMANENT IN NATURE
Memorandum and Articles of Association as amended from time to time
Register of Contracts
Register of Directors and KMPs and the securities held by them
Register of Loans and Investments made by the Company
Register and Index of Members
Minutes of the Board, Committees of the Board and General Body meetings including meeting conducted through Postal Ballots
Resolutions passed by Circulation
Various Forms and returns filed with the Authorities
Audited Financial Statements.
Listing Agreement executed with the Exchanges.
Trading approval relating to listing of securities.
Offer documents for Public Issues and Private placement of securities filed with Securities and Exchange Board of India.
Confirmation of all Corporate Actions in respect of allotment of securities.
Intimation on allotment of International Securities Identification Numbers (ISIN) for securities issued.
DOCUMENTS WITH PRESERVATION PERIOD OF NOT LESS THAN EIGHT YEARS AFTER COMPLETION OF THE RELEVANT TRANSACTIONS UNLESS SPECIFIED UNDER ANY OTHER ANY ACT OR RULES, FOR A LONGER DURATION:
Register of Buy-back of Securities from the date of completion of buy-back
Notices and Notes to agenda of the Board, Committees of the Board, General Meetings and Postal Ballots
Register of Charges from the date of satisfaction of respective charge
Register of Debentures and Debenture Trust Deed from the date of its redemption
Books of Accounts including vouchers and bills
Annual Returns together with the Annexures
Register of Transfer and Transmission of shares / Debentures and other securities
Scrutinizer's Report on Postal Ballot and AGM
Documents relating to appointment of Managerial Personnel
Dividend reconciliation statement till the time the dividend is transferred to IEPF
ll reports filed with the stock exchanges from time to time
All disclosure of various events and Press Releases
Intimations of Board Meetings
All disclosures and intimations filed under:
SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011
SEBI (Prohibition of Insider Trading) Regulations, 2015
All disclosures and intimations filed under SEBI (Share Based Employee Benefit) Regulation, 2014 and SEBI (Employee Stock Option Scheme and Stock Purchase Scheme) Guidelines 1999