Documents whether in physical form or electronic, plays a pivotal role in our personal as well as professional life. Being an artificial person, an organisation’s entire identity depends on documents. Documents are not just evidence and proof, they represent an organisation’s journey so far, its legacy and its achievements. They are an asset of the Company and so preservation of documents becomes extremely important. Proper documentation and their preservation can save time, energy and money and can yield improved performance across the organisation. Therefore, in pursuance to the Regulation 9 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Board of Directors of TIL Limited (‘the Company’) has adopted a policy aiming at preservation of documents / records maintained by the Company either in physical or electronic mode. The Policy shall be called Preservation of Documents & Archival Policy (hereinafter referred to as ‘the Policy’).
The purpose of the Policy is to provide guidance to employees of the Company on maintenance, preservation and disposal of the documents maintained by the Company.
All words and expressions used but not defined in the Policy, but defined in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Companies Act, 2013, the Depositories Act, 1996 and/or Rules, Notifications and Circulars made / issued there under shall have the same meaning as respectively assigned to them in such Acts or Rules or Regulations or any statutory modification or re-enactment thereto, as the case may be.
Classification & Preservation of Documents
The Company shall classify the documents in the following manner for their maintenance and preservation:
Documents whose preservation shall be permanent in nature;
The documents like Certificate of Incorporation, Memorandum of Association, Minutes Book, Statutory Registers etc. which are of permanent nature shall be maintained and preserved permanently by the Company subject to the modifications, amendments, addition, deletion or any changes made therein from time to time.
Provided that all such modifications, amendments, addition or deletion in the documents shall also be preserved permanently by the Company.
Documents with preservation period of not less than eight years after completion of the relevant transactions;
The documents like Books of Account and vouchers, Register of Buyback of Securities, Register of Charges, Register of Debentures and Debenture Trust Deed etc. of the Company to be maintained and preserved for a term not less than eight years after completion of the relevant transactions shall be preserved accordingly subject to the modifications, amendments, addition, deletion or any changes made therein from time to time.
Provided that all such modifications, amendments, addition or deletion in the documents shall also be preserved for a term not less than eight years.
Documents for instance Digital Signature Certificates, documents required for any sort of inquiry, investigation or as evidence etc. which are required to be preserved in accordance with the provisions of any applicable law, rule, regulation, guidelines, circulars, notifications etc. for a period other than those mentioned above shall be preserved as per the applicable law, rule, regulation, guidelines, circulars, notifications.
Provided that any modification, amendment, addition or deletion in the documents shall be done in accordance with the provisions of such applicable law, rule, regulation, guidelines, circulars, notifications etc. and all such modifications, amendments, addition or deletion in the documents shall also be preserved as per the provisions of the applicable law, rule, regulation, guidelines, circulars, notifications etc.
Modes of Preservation
- The documents shall be preserved in physical or electronic form.
- All records in physical as well as electronic form shall be maintained and preserved by the respective departments who are generally expected to observe compliance of the applicable law at respective locations.
- The preservation of documents should be such as to ensure that there is no tampering, alteration, destruction or anything which endangers the content, utility, authenticity or accessibility of the documents.
- The preserved documents shall be accessible at all reasonable times subject to permission of the Head of the Department to which it pertains so as to prohibit unauthorised access.
- All documents pertaining to the current financial year and for the last three preceding financial years shall be kept handy.
- The physical documents preserved may be converted, whenever felt necessary, into electronic form to ensure ease in maintenance of records.
Custody of The Documents
The custody of the documents shall be with the person authorised by the Head of the Department or the Managing Director of the Company or with the person authorised under the applicable law to be called as the ‘Authorised Person’. Where the Authorised Person tenders resignation, retires or is transferred from one location of the Company to another, such Person shall hand over all the relevant documents, lock and key, passwords etc. in his possession under the Policy to the Head of the Department or to such other person as the Managing Director may authorise for the time being.
Destruction or Disposal of Documents
Documents which are temporary or are unimportant shall be destroyed / disposed to avoid unnecessary use of office / record room space. Documents which are no longer of any use shall be destroyed by the Authorised Person with prior approval of the Head of the Department or the Managing Director, as the case may be.
The documents shall be destroyed / disposed in a manner instructed by the Head of the Department / Managing Director.
- All documents generated or disclosed by the Company on its website are the properties of the Company and shall be preserved or disposed as per the Archival Policy of the Company.
- No document or information disclosed on the website of the Company shall be destroyed without the approval of the Head of the Department / Managing Director, provided that nothing contained herein shall be deemed to lead to an exception in case of an accidental deletion or deletion due to system failure for any reason other than deliberate deletion.
- The Company shall disclose on its website all such events or information which has been disclosed to the Stock Exchange(s) under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 or any other applicable law, and such disclosures shall be hosted on the website of the Company for a minimum period of five years (the period of five years shall be reckoned from the date of such events or information being placed on the website of the Company for the first time).
- All documents or information disclosed on the website of the Company shall be archived after the expiry of the five years from the date of such posting and moved to the location or place under – “Historic Material Events / Information”.
- The events / information so archived under “Website History” shall be preserved for a further period of three years or till the time such events or information are resolved or closed, whichever is later.
The Board of Directors may subject to applicable laws amend/substitute any provision(s) with a new provision(s) or replace the Policy entirely with a new policy.
In any circumstance where the terms of the Policy differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over the Policy.