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Preservation Of Documents



GUJARAT TERCE LABORATORIES LIMITED
POLICY FOR PRESERVATION OF
DOCUMENT
&
ARCHIVAL POLICY
Custodian: Compliance Officer
TABLE OF CONTENTS

1. PREFACE
2. OBJECTIVE OF POLICY AND SCOPE
3. ADMINISTRATION
4. PROCEDURE FOR DISPOSAL OF DOCUMENTS
5. SUSPENSION IN EVENT OF LITIGATION
6. MORE INFORMATION
7. ARCHIVAL POLICY
8. POLICY REVIEW AND BOARD’S APPROVAL
9. SCHEDULE A
10. SCHEDULE B+
1. PREFACE
Documents and Records in whatever form is an essential and significant part of the Company’s resources. Documents and Records are a basic tool of administration. They are the means by which operational processes and functions are performed.
Securities and Exchange Board of India, has vide its Notification dated 2nd September, 2015, introduced the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from 1st December, 2015, whereby, every Company needs to execute a fresh listing agreement with such stock exchange within six months of the date of notification of these Regulations. Regulation 9 of Chapter III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires the Company to frame a policy on preservation of documents. Further, Regulation 30(8) requires the Company to frame a Policy on website disclosure and archival of such disclosure.
In compliance to the aforesaid Regulations, this Policy is formulated to define a process for preservation of documents and records and to further develop a guideline for archival of such documents, including those which are maintained in electronic form and are disclosed on the website of the Company. In other words, the Policy further encompasses the manner of archival of the documents which have been disclosed on the website of the Company for the time frame prescribed in various Regulations.
The Board of Directors (the “Board”) of Gujarat Terce Laboratories Limited (the “Company”) has adopted this Policy (“The Policy”) for preservation of Documents / Records maintained by the Company either in Physical Mode or Electronic Mode (hereinafter referred to as “the Documents”) and Archival of various information / Document posted on the website of the Company.
2. OBJECTIVE OF THE POLICY AND SCOPE
The purpose of this Policy is to ensure that the all the necessary documents and records of the Company are adequately preserved, protected and if required, destroyed as per the statutory requirements after following the due process. This Policy is also for the purpose of aiding employees of the Company in understanding their obligations in retaining and preserving the documents and records which are required to be maintained as per the applicable statutory and regulatory requirements.
For the purpose of these instructions, Document shall include all information in whatever form it may be stored e.g. hard copies, electronic documents, computer disc, mails, etc.
All the Words and expressions used in this Policy, unless defined hereinafter, shall have meaning respectively assigned to them under the SEBI’s LODR, 2015 and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued thereunder, as amended from time to time.
3. ADMINISTRATION
The Documents of the Company shall be classified into following categories based on period of preservation-
a) Documents whose preservation shall be permanent in nature ;
b) Documents with preservation period of not less than eight years after completion of the relevant transactions;
c) Miscellaneous Documents
Documents specified in clauses (a), (b) and (c) above may be kept in electronic mode.
Schedule A is a Documents Preservation Schedule that is approved as the Initial Schedule for maintenance, preservation and disposal of the Documents. The list of Documents is indicative list and shall not be construed to be exclusive. Company Secretary cum Compliance Officer of the Company (“CS”) shall be in-charge of administration of this Policy and the implementation process and procedures to ensure that Documents Preservation Schedule is followed. The Administrator under the supervision / guidance of the Board of Directors is also authorized to make modifications to the Documents Preservation Schedule from time to time to ensure that it is in compliance with local, State and Central Laws and monitor compliance with this Policy. Notwithstanding anything contained in this policy, if any document is required to be maintained and preserved under any Act or law for the time being in force, then such document shall be maintained and preserved as per the provisions of the particular Act or law.

4. PROCEDURE FOR DISPOSAL OF DOCUMENTS
The Documents of the Company which are no longer useful may be destroyed as per timeline prescribed in Schedule A with the permission of Administrator and after following the due process as mentioned herein. The Administrator will confirm from respective departmental head about the destruction of the records which are no longer required as per the Documents Preservation Schedule given under Schedule A. Once the Departmental head confirms for destruction of the document, the administrator shall confirm the same from a Committee comprising of Chief Financial officer and Business Unit Heads.

5. SUSPENSION IN THE EVENT OF LITIGATION
Notwithstanding any other provision which may provide for the destruction of a document, upon receipt of a notice or claim or dispute concerning a project or a matter, this retention policy is suspended for any documents concerning that project or matter.

6. MORE INFORMATION
The definition of “Document” is to be construed broadly and includes any recorded information in any format which is required to be preserved / maintained under any Act / law.

7. ARCHIVAL POLICY
The Company shall ensure that all the statutory information / document as mentioned in SEBI LODR, 2015 disclosed on the Company’s website (www.gujaratterce.com) is maintained live for a period of 5 years and then in archive section of the website.

8. POLICY REVIEW AND BOARD’S APPROVAL
This policy shall be subject to review as may be deemed necessary and to comply with any regulatory amendments or statutory modifications.
SCHEDULE A: DOCUMENT PRESERVATION SCHEDULE

The Document Preservation Schedule is organized as follows:

Section Topic
A. Corporate Documents
B. Property Documents
C. Contract Agreements
D. License Agreements and IPR related Agreements
E. Employee Contracts and other Employee Related Records
F. Legal and Statutory Documents
G. Financial and Tax Documents
H. Other Records
A. Corporate Documents
Sr.
No
. Document type Minimum
Preservation Period
Documents to be retained permanently
1 Common Seal Permanent
2 Incorporation Documents Permanent
3 Share Certificates Permanent
4 Minutes Books of Board, General Meetings and Committees Meetings Permanent
5 Statutory Registers Permanent
6 Statutory Forms Permanent
7 Scrutinizers Reports Permanent
8 Register of Members Permanent
9 Index of Members Permanent
10 Corporate Policies framed under Companies Act, 2013 and / or Listing Agreement and / or Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Permanent
Documents to be retained for a minimum period of 8 years
1 Annual Returns and copies of all certificates and documents required to be annexed thereto 8 years from the filing with the Ministry of Corporate Affairs
2 Board Agenda and supporting documents 8 years
3 Attendance Register 8 years
4 Disclosures/ Notices by a director of his interest 8 years
5 Instrument creating a Charge or Modification or Satisfaction 8 years from the date
of satisfaction of charge
Miscellaneous
1 Joint Venture Agreements Permanent or 8 years
from termination of Agreement whichever is earlier
2 Shareholder’s Agreement Permanent or 8 years
from termination of Agreement whichever is earlier

B. Property Documents
Sr.
No
. Document type Minimum
Preservation Period

1 Original Purchase and Sale Agreement Permanent
2 Property Card, Ownership records issued by Government Authority Permanent
3 Latest Property Insurance Permanent or 8 years from the date of disposal whichever is
earlier.
4 Documents / Agreements of leases, transfers and conveyances Permanent

C. Contract Agreements
Sr.
No
. Document type Minimum
Preservation Period
Documents to be retained for a minimum period of 8 years
1 Originals of all project documents 8 years from expiry date of all contractual
obligations
2 Tender documents 8 years from expiry date of all contractual
obligations
3 Contract agreements 8 years from expiry date of all contractual
obligations
4 Consortium agreements and any similar documents 8 years from expiry date of all contractual
obligations
5 All design drawings, specification of contracts 8 years from expiry date of all contractual
obligations

D. License Agreements and IPR related Agreements
Sr.
No
. Document type Minimum
Preservation Period
Documents to be retained permanently
1 Trademark Registration Permanent
2 Copyright Registration Permanent
3 Patents Permanent

E. Employment Contracts and other Employee related records
Sr.
No
. Document type Minimum
Preservation Period
Documents to be retained for a minimum period of 8 years from
the date of retirement or dismissal of any employee by KRL.
1 Payroll registers 8 years
2 Earning records 8 years
3 Exemption certificates 8 years
4 Withholding tax documents and other relevant documents 8 years
5 Salary schedules 8 years
6 Job evaluations, reclassifications, merit pay increases and job descriptions 8 years
7 Records relating to promotion, demotion, lay-off, or discharge of employees 8 years
8 Appointment / Resignation / Termination Letter 8 years
9 Safety records, including logs of each occupational injury and illness, and annual summaries of all such injuries and illness. 8 years
10 Savings plan documents, valuation reports 8 years
11 Other employee documents 8 years
12 Other accounting and tax documents 8 years
Miscellaneous
1 Stop payment orders 5 years from the date of retirement or dismissal of any employee by KRL
2 Industrial environment records relating to compliances with the relevant Industrial Laws 10 years from the end of the financial year to which the records pertain.

F. Legal and Statutory Documents
Sr.
No
. Document type Minimum
Preservation Period
Documents to be retained permanently
1 All documents related to legal like arbitration or mediation proceedings, Court Orders, court proceedings and any settlement agreements and outside counsels’ legal opinions and Legal case papers 10 years from the date of the relevant final decision rendered by the competent authority against which no appeal has been preferred by any person and / or
party
2 Statutory documents As prescribed in the
Respective prevailing law.

G. Financial and Tax Documents
Sr.
No
. Document type Minimum
Preservation Period
Documents to be retained permanently
1 Original Applications made for availing of
various licenses / permissions /
registrations Permanent
2 All sales tax / VAT / Service Tax and such other registration certificates Permanent
3 Original Voucher of all Capex incurred. Permanent or 8 years from date of sale whichever is earlier.
4 Annual financial statements Permanent
Documents to be retained for a minimum period of 8 years from
the end of Financial Year or completion of assessment under the
applicable law whichever is later
1 Accounting books and records including all relevant certificates and documents, invoices, sales bill, expense vouchers, Journal entries, A/P Paid invoices, A/R invoices and other relevant accounting records etc. 8 years
2 Bank reconciliations 8 years
3 General ledger 8 years
4 Annual audit records 8 years
5 All type of Tax returns 8 years
6 Sales and use, property and other tax returns 8 years
7 Superseded cheque signature authorizations 8 years
Miscellaneous
1 Stop payment orders 5 years
2 Registration Book of Vehicle. Permanent or 5 years from sale of vehicle whichever is earlier.
3 Insurance Policies 5 years from the date of its expiry
4 All Other accounting and tax documents As prescribed in
Respective prevailing law.

Note: In the event, insurance policies are produced as evidence under any litigation / legal proceedings, such policies shall be retained without limitation. After closure of the litigation such documents must be sent to the Legal Team/Department.

H. Other Records
Sr.
No
. Document type Minimum
Preservation Period
As may be relevant according to statutory / business requirements.

Note: If the abovementioned documents are disposed physically as per the policy, then the electronic storage of that particular document, if any, shall also be disposed along with it.