POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY

  1. A. BACKGROUND:

    Pursuant to the Regulations 9 and 30(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as defined below), the Company is required to frame a “Policy for Preservation of Documents and Archival Policy”.

    In this context, the Board of Directors has approved the “Policy for Preservation of Documents and Archival Policy (as defined below) at its meeting held on May 03, 2023 with the objective of classifying the various information and documents filed with the stock exchange(s), record and register for the purpose of maintenance and preservation of such information and documents filed with the stock exchanges, identification of custodian to retain and preserve such records/ information/ documents along with the mode in which such records/ information/ documents will be maintained.

    The Policy shall be applicable for preservation of documents/ records maintained by the management/ employees of the Company as per the respective statutory/ non statutory requirements either in (i) Physical mode; or (ii) Electronic Mode.

    B. OBJECTIVE OF THE POLICY:

    The objective of this Policy is to ensure that all the necessary documents and records of the Company are adequately protected and preserved for the time limit as per the statutory requirements and to ensure that the records of the Company which are no longer needed or which are not required to be maintained as per the statutory requirements or are of no value are discarded in proper manner, so that no one can have access to such discarded documents, after following the due process for discarding the documents.

    This Policy also outline the framework for all the employees and top management to understand the roles and responsibilities towards retaining and preserving the documents and records. This Policy shall also outline the custodian of the documents and records and detail process to get the access of such documents.

    This Policy shall provide the guidelines to classify the documents, records and registers of the Company which are required:

    1. To be preserved permanently; and
    2. To be preserved for a period of not less than 8

     

    C. SCOPE OF THE POLICY:

    This Policy shall become applicable to all the departments of the Company by virtue of the approval by the Board of Directors of the Company. Each and every department of the Company, are required to maintain certain information, documents, registers and records either as per various statutory requirement in physical mode or in electronic mode. This Policy will ensure that the Company maintains the both electronic and physical documents as per various statutory requirements and shall be preserved with same degree of confidentiality and care.

    D. DEFINITION:

     

    1. “Act” means the Companies Act, 2013 and rules framed thereunder (including any statutory modification or amendment thereof);
    2. “Board” means the Board of Directors of BBG Industries Limited;
     
    • “Company” means BBG Industries Limited incorporated as per Companies Act, 2013;
    1. “Documents” means all the business records like registers, records, papers, agreements, notices, advertisements, requisitions, order, declarations, forms, show cause notice, minutes, replies, or any other records and registers to be maintained as per the statutory requirement or in order to comply with the requirements of any applicable law, whether required to be submitted to concerned authority or sent to government department or any associates, or otherwise, and records maintained in the electronic form received or kept pursuant to the Companies Act, 2013, or under any other applicable laws for time being in force or otherwise, maintained in physical or in electronic
    2. “Listing Regulations” or “LODR Regulations” means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
    3. “Stock Exchange(s)” means the stock exchange where the securities of the Company is
    • “Maintenance” means keeping documents, either physically or in Electronic
    • “Preservation” means to keep the documents under the custody of authorised person, which shall prevent the documents from being altered, damaged or
    1. “Policy” means this Policy for Preservation of Documents and Archival Policy
    Any other term which are not defined herein shall have the same meaning as defined in the SEBI (LODR) Regulations, 2015, Companies Act, 2013, or any other applicable laws or regulations.
    1. PRESERVATION OF DOCUMENTS:

     

    (a) Creation of documents:

    Various documents are required to be filed as per the statutory requirements with the statutory authorities such as stock exchanges. Employees of the Company, in order to comply with the statutory requirements, may have to initiate and create number of documents and information. All employees are required to create accurate documents regarding their respective matters. The documents should:

    1. facilitate proper scrutiny of the conduct of businesses by anyone authorised to undertake such scrutiny;
    2. protect the legal, financial and other rights of the Company, its clients, employees and any other connected person/ Company with the business of the Company;
    • be confidential in nature and the confidentiality of such documents shall be maintained at all the

     

    (b) Preservation of documents:

    The Company shall preserve all the documents as per the requirements and provisions of the Companies Act, the Secretarial Standards, LODR Regulations, and any other law, rules, regulations as may be applicable to the Company from time to time.

    Every employees and top management of the Company is responsible for making and keeping the documents as may be necessary to fully and accurately record the functions, activities, transactions and affairs of the Company. They must ensure that the documents once freezed in complete aspect, shall be tamper-free and no one shall have access to any confidential information of such documents. They must further ensure that the documents are handle with care and are preserved to avoid any damage before its prescribed time limit.

    (c) Discarding the documents:

    Documents are created and are maintained for certain time limits which is a statutory requirement and failure to adhere to such requirement of preservation of statutory documents shall attract penalty and fine on top management. In order to avoid any legal action, it is

     

    necessary for the Company to maintain all the statutory documents for the time limits as prescribed and to maintain the records of documents disposed of after meeting the statutory requirements of preserving such documents.

    All the documents mentioned in “Annexure – I” need to be permanently preserved by the Company during its entire life time.

    All documents mentioned in “Annexure – II” which is temporary in nature must be preserved for a period not less than 8 years or such other period as may be prescribed under any law for the time being in force and thereafter the records can be destroyed. The details of the Documents destroyed by the Company shall be recorded in the Register for Disposal of Records to be kept by employees who are disposing the Documents in the format prescribed at “Annexure – III”.

    F. CUSTODY OF THE DOCUMENTS:

    Documents which are required to be maintained and preserved by the respective head of the departments are provided in the table entailed below. Following are the list of authorised person who shall act as the custodian of the documents:

     

    Sr.

    No.

    Documents

    Authorised person / Custodian

     

    Legal Files/ Documents

    Head – Legal department

     

    Secretarial related documents

    Head – Secretarial Department

     

    Tax / Accounting Records

    Chief Financial Officer

     

    Employment / Personal data of employees

    Head – Human Resources department

     
    ARCHIVAL POLICY:

    Regulation 30(8) of the Listing Regulations requires the listed companies to disclose on its website all such events or information which has been disclosed to stock exchange(s) pursuant to the various provisions of the Listing Regulations, and such disclosures shall be hosted on the website of the Company for a period of minimum 5 (five) years and thereafter as per the Policy of the Company, as disclosed on its website. The purpose of the Policy is to disseminate equal, adequate and timely information to the shareholders through the website of the Company and to enable them to track the performance/ events of the Company over regular intervals of time and provide sufficient information to enable investors to access the current status of the Company.

    The website of the Company viz., www.bbgi.in shall be reviewed on regular intervals for ensuring that all the above mentioned disclosures are available on the website of the Company as required.

     

     

    POLICY REVIEW:

    This Policy shall be reviewed from time to time so that the Policy remains compliant with the applicable legal requirements. The Company Secretary will keep the Policy updated as per applicable statutory guidelines.

    This Policy can be modified and/ or amended only with the approval of the Board of Directors.

     

    ANNEXURE – I: DOCUMENTS TO BE PRESERVED PERMANENTLY

    Following are the list of documents which shall be preserved permanently by the Company subject to the modifications, amendments, addition, deletion or any changes made therein from time to time:

     

    Item No.

    Records/ Documents

    1

    Certificate of incorporation

    2

    Certificate for commencement of business

    3

    Memorandum and Articles of Association (along with the amended copies)

    4

    Agreements made by the Company with Stock Exchanges, Depositories, etc.

    5

    Minute Books of General Meetings, Board and Committee Meetings as per Companies Act, 2013 and Secretarial Standards

    6

    All the registers and records as per Companies Act and LODR Regulations

    7

    Such other records as may be required under any law from time to time

    8

    Intellectual Property Documents shall include but shall not be limited to Copyrights, Trademarks, Patents, and Industrial Designs, Intellectual Property rights documents that are owned by the Company shall be retained by the Company permanently

    9

    All the documents like agreements, application, stamp duty payment receipts for all the properties that are owned in the name of the Company

     

    ANNEXURE – II: DOCUMENTS TO BE PRESERVED FOR EIGHT YEARS

     

    Item No

    Records / Documents

    1

    Instrument creating charge or modification (from the date of satisfaction of charge) as per Companies Act, 2013

    2

    Annual Returns as per Companies Act, 2013

    3

    Register of Deposits as per Companies Act, 2013

    4

    Register of Allotment (from the date of each allotment) as per Companies Act, 2013

    5

    Annual financial statements including Annual accounts, Directors report, -Auditors report

    6

    Vouchers / Voucher register and books of accounts as defined under sub-section 13 of section 2 of the Companies Act, 2013

    7

    Income Tax Returns filed under Income Tax Act, 1961

    8

    All notices in form MBP – 1 received from Directors and KMPs along with any amendment thereto

    9

    Return of declaration in respect of beneficial interest in any share as per Companies Act, 2013

    10

    Copy of newspaper advertisement or publications

    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

    Register of Power of attorneys, if any

    15

    Forms and returns filed with RBI/MCA or with any other statutory authority

     

    ANNEXURE – III: LOG BOOK (REGISTER OF DOCUMENTS DISPOSED OFF)

     

    Date

    Mode             of

    Destruction

    Particular                               of Documents

    Custodian                 of documents

    Signature           of authorised person