PURPOSE OF POLICY:-

The corporate records of the Company are its important assets and hence the Company should access and manage its records effectively, and is obliged to create, maintain, preserve and dispose of records as per this Policy.

This Policy categorizes the Records that will be preserved indefinitely without any time limit and the records that will be preserved for specified period of time and outlines responsibilities to create, maintain and lawfully dispose of the Records.   It endorses the preservation of records in the Company’s Archives.

DEFINITIONS:-

i.“Company” means Simbhaoli Power Private Limited;

ii.“Board or Board of Directors” means the Board of directors of Simbhaoli Power Private   Limited;

iii.“Policy” means this Policy of Preservation of Records;

iv.“Records” in relation to this policy includes books or papers, documents, registers, writings, minutes, deeds, vouchers, piece of information prepared and maintained by the Company not necessarily under any Act or statute or rules.

Any other term not defined herein shall have the same meaning as prescribed to it under the Companies Act, 2013, or any other relevant rules and regulation/legislation applicable to the Company.

OBJECTIVE OF POLICY:-

This Policy mechanism provides the comprehensive framework for preservation of Records for a specified period of time to achieve the following objectives:

a)Effective corporate governance and risk management;
b)Effective information management to support the work of the administrations and provision of continued access to it at times when needed;
c)Systematic disposal/destruction of Company’s non-current records that have outlived their administrative usefulness.
d)Identification of the Company’s records that are of continuing administrative and historical value to warrant their transfer to and preservation in the Company’s Archives.

VALUE OF RECORDS:-

The Company understands the value of its Records. Thus, attached to this Policy are the combinations of qualities that relate to their importance, usefulness or quality. The following values are offered by the records:

•informational value – all information presented, whether written, pictorial or audio
•material value – intrinsic information about the records that can be retrieved from the material itself, such as age, provenance, history, software
•cultural value – encompasses a range of values such as political, religious, historical, ethical, aesthetic, and many other similar values.

As per this Policy, the Company shall preserve the qualities of all Records as far as possible.

SCOPE OF THE POLICY:-

For the purpose of achieving the above objectives, the Records covered as per this Policy have been divided into two sections, i.e. the Records those will be preserved permanently by the Company and those that will be preserved for the period of atleast 8 years and not permanently.  This Policy applies to the Records maintained by the Company in any format or medium. The Records which are not required to be retained permanently shall be disposed off according to this Policy.

AUTHORITY AND RESPONSIBILITY:-

All Functional Heads shall be responsible for the preservation of the Records according to the time frame prescribed in the Policy for their preservation.

All staff and management of the Company shall assist in implementing this Preservation Policy as appropriate to their roles and responsibilities.

CLASSIFICATION OF RECORDS:-

Based on the requirement and for the purpose of effective management, the period for which the Records of the Company shall be maintained have been classified into two categories:

I.Records whose preservation shall be permanent in nature;
II.Records whose preservation shall be for at least 8 years.

The classification of the Records has been made in the Annexure which forms part of this Policy.
While prescribing different time period for preservation of Records, the following aspects have been taken into account:
 
(a)Compliance with statutory and regulatory requirements.
(b)Satisfaction of the needs of MCA inspectors to have access to certain records.
(c)Satisfaction of the needs of internal and external auditors to have access to certain records.
(d)Records of material significance.

The 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 by which they are governed.

LOCATION OF RECORDS:-

As mandated by the Companies Act, 2013 or under any other statute, certain, Records shall be located at the registered office of the Company. The Records for which no specific place has been specified under any statute shall be maintained at the corporate office of the Company or at any other place as may be approved by the Board, from time to time.

ACCESS AND AUTHENTICITY:-

The preservation of the Records of the Company is vital in order to ensure all current and future access to the records. Preservation is also concerned with ensuring the authenticity of Records.

The Managing Director, Board or such person as may be authorized by the Board shall identify the location for keeping and maintaining the Records identified under this Policy. The Compliance Offer after discussing with the managing director or functional heads as the case may be shall prepare a matrix for identifying persons who will allowed to access different kind of Records maintained & preserved by the Company.

Moreover, the Board should identify Records which are of high importance and should ensure that a back-up or copy of such Records shall be taken after an interval of every three years and kept at a secure location approved by the Board.

The Company should ensure locations where the Records are maintained should be clean and fully secure with necessary safeguards against fire or any natural calamity.

RECORD RETENTION SCHEDULE:-

The Records referred to in Annexure A of this Policy shall be maintained permanently and those referred in Annexure B shall be preserved for at least 8 years and thereafter as per the discretion of the Board records may be disposed of in the manner prescribed by it. The Records which are required to be preserved permanently on the website, if any, of the Company shall be preserved in line with the Website Archival Policy of the Company.

Records should not be kept longer than is necessary and should be disposed of at the right time as unnecessary retention of records consumes time, space and equipment use, therefore disposal will aid efficiency.

The contents of Annexure A & B can be modified by the Compliance Officer in consultation with the Managing Director/CFO, keeping in view the regulatory amendments from time to time.

The Company shall maintain a register of preservation and disposal of Records in the custody of the Compliance officer of the Company, wherein the brief particulars of the Records preserved and/or removed from the location after the expiry of its preservation period shall be entered. The register of preservation and disposal of Records shall contain the following columns:

a)Item Number;
b)Brief Particulars of the records preserved/ disposed of;
c)Date of creation of the record;
d)Date of removal from the register;
e)Whether preserved permanently or not; and
f)Mode of destruction.

This register of preservation and disposal of Records shall be maintained permanently by the either in physical or electronic form.

RECORD APPRAISAL:-

The Company shall at regular intervals carry out the appraisal of the Records preserved as per this Policy. The purpose of the appraisal process is to ensure the Records are examined at the appropriate time to determine whether or not they are worthy of archival preservation, whether they need to be retained for a longer period as they are still in use, or whether they should be destroyed. The appraisal of Records shall be undertaken only after the approval of the Board of the Company.

COMPLIANCE OFFICER:-

The Company Secretary of the Company shall be the Compliance Officer of the Company.

EFFECTIVE DATE:-

This Policy shall be effective from    day of , 2017.

REVIEW OF THE POLICY:-

The Board may in its discretion or as per the other applicable laws, review or amend this Policy, in whole or in part, from time to time.

ANNEXURE – A
 Illustrative list of Records to be preserved permanently

Item No.	Records
1.	Certificate of incorporation
2.	Certificate for commencement of  business
3.	Memorandum and Articles of Association
4.	Agreements made by the Company with SSL, SCES Singapore etc.
5.	Minute Books of General Meetings, Board and Committee Meetings as per Companies Act, 2013
6.	Register and Index of Members, debenture-holders, if any or other security holders, if any
7.	Register of Contracts under Companies Act, 2013
8.	Register of Charges under Companies Act, 2013
9.	Register of Transfer of shares under Companies Act, 2013
10.	Registers of investments in securities not held in the name of the Company under Companies Act, 2013
11.	Records relating to Court Cases / CBI Cases / Police Cases/ Civil Suits/ Labour Court Cases/ Arbitration Cases.
12.	Compliance Reports received from any statutory authority
13.	Correspondences made with any statutory authority
14.	Files relating to premises for instance Title Deeds/Lease Deeds of owned premises/land and building, etc. and related Ledger / Register
15.	Authorization / licenses obtained from any statutory authority
16.	Policies of the Company framed under various regulations
17.	Register of preservation and disposal of records
18.	Register of Power of attorneys, if any
19.	Certificates obtained from various statutory authorities
20.	Forms and returns filed with any statutory authority
21.	Company Business Plan
22.	Company building layout, plans and designs.
23.	Any other document as may be required to maintain permanently in terms of applicable law(s), maintained and preserved from time to time.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNEXURE – B

Illustrative list of Records to be preserved for minimum period of eight years

 

Item No.	Records
1.	Instrument creating charge  or modification (from the date of satisfaction of charge) under Companies Act, 2013
2.	Register of Inter Corporate Loans and Investments under Companies Act, 2013
3.	Annual Returns under Companies Act, 2013
4.	Register of Deposits under Companies Act, 2013
5.	Register of Sweat Equity under Companies Act, 2013, if any
6.	Annual financial statements including: - Annual accounts            -Directors report -Auditor’s report
7.	Vouchers / Voucher register and books of accounts as defined under sub-section 13 of section 2 of the Companies Act, 2013
8.	Income Tax and other returns filed under Income Tax Act, 1961
9.	All notices in form MBP – 1 received from Directors and KMPs along with any amendment thereto
10.	Return of declaration in respect of beneficial interest in any shares under Companies Act, 2013
11.	Copy of newspaper advertisement or publications, if any
12.	All agreement entered into by the Company from the date of its termination
13.	All show cause notice or any other notice received from any statutory , government departments, Judicial or Quasi-judicial authority etc.