Orchid Pharma : Policy on preservation and archival of documents

Orchid Pharma Ltd

Policy on Preservation of Documents and archival of documents

Purpose and scope

The purpose of this document is to present a policy statement for Orchid Pharma Limited regarding preservation of its documents in accordance with the provisions of the Companies Act, 2013 and in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy is framed for the purpose of systematic identification, categorization, maintenance, review, retention and destruction of documents received or created in the course of business.

The Policy was approved by the Board of Directors at its meeting held on November 09, 2015.

Statutory mandate

The provisions of Regulation 9 of Chapter III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"), mandates to have a policy for preservation of documents approved by Board of directors, classifying them in at least two categories as follows:-

• Documents whose preservation shall be permanent in nature;
• Documents with preservation period of not less than eight years after completion of the relevant transactions.

Policy:

Documents to be preserved /retained

The Board of Directors have classified the documents into various categories to be retained and preserved based on the legal requirements and characteristics of documents.

• Documents that would be preserved / retained permanently-Doc 1
• Documents that would be preserved / retained for a period of 8 years as specified under the Companies Act, 2013 or LODR-Doc 2
• Documents that would be preserved electronically and archived when necessary-Doc 3
• Documents that may be required for judicial proceedings and which may be destroyed after closure of the legal case -Doc 4

Mode of Preservation

The documents may be preserved in:

• Physical form ; or
• Electronic form

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Type of Record

1. Accounting and Finance records including Annual Financial statement
2. Insurance Records
3. Tax records
4. Contracts entered into by the Company
5. Corporate Records including Certificate of Incorporation, Listing Agreement and other approvals from other statutory authorities.
6. Legal Files and Records
7. Property Records
8. Personnel and HR Records
9. Correspondences with statutory authorities, third parties and correspondences within the organisation.
10. Electronic documents including email retention and backup
11. Miscellaneous records.

All other documents

All other documents of the company shall be maintained in compliance with the requirements of the applicable laws.

Periodical Review of the Policy by Top Management

The Policy should be flexible and easy to understand and comply with by all levels of employees. The policy should be reviewed periodically by the Top Management and amendments effected to subject to approval of the Board if and when practical difficulties are encountered. The Top management may also review the policy on document retention to comply with any local, state, central legislation that may be promulgated from time to time.

Amendments

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.

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1. Accounting and Finance records including Annual Financial statement

Record Type	Retention Period	Document
		Type
Accounts Payable ledgers and schedules	8 Years	Doc - 2
Accounts Receivable ledgers and schedules	8 Years	Doc - 2
Annual Audit Reports and Financial Statements	Permanent	Doc - 1
Annual Audit Records, including work papers and	8years after completion	Doc - 2
other documents that related to the audit	of audit
Bank Statement and Cancelled Cheques	8 years	Doc - 2
General Ledger	Permanent	Doc - 1
Interim Financial Statements	8 years	Doc - 2
Notes Receivable ledgers and schedules	8 years	Doc - 2
Investment Records and related journals	Permanent	Doc - 1
Journal Vouchers , cash voucher ,bank voucher
and voucher of all types

RESPONSIBILITY: FINANCE AND ACCOUNTS DEPARTMENT

2. Insurance Records
Record Type	Retention Period	Document
		Type
Claim Files (Including correspondence, medical	Permanent	Doc - 1
records, injury documentation, etc
Group Insurance Plans - Active	8 years	Doc - 2
Employees
Group Insurance Plans - Retirees	Permanent	Doc - 1
Insurance Policies for the Company	Permanent	Doc - 1
Journal Entry Support Data	8 years	Doc - 2
Releases and Settlements	Permanent	Doc - 1

RESPONSIBILITY: FINANCE AND ACCOUNTS DEPARTMENT

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3. Tax records
Record Type		Retention Period	Document Type
Excise Tax records		Permanent		Doc - 1
Tax Bills, Receipts, Statements	8 years		Doc - 2
Tax Returns - Income, Franchise, Property	Permanent		Doc - 1
Sales Tax Records		8 years		Doc - 2
Annual Information Returns - State and Central	Permanent		Doc - 1
Service Tax Records		8 years		Doc - 2
RESPONSIBILITY: FINANCE AND ACCOUNTS DEPARTMENT
4. Contracts entered into by the Company
Record Type	Retention Period	Document Type
Contracts	8 years	Doc - 2
RESPONSIBILITY: LEGAL DEPARTMENT
5. Secretarial records
Record Type		Retention	Document Type
		Period
Corporate Records (certificate of incorporation,	Permanent	Doc - 1
commencement of business, listing agreement,
common seal, minutes book of board, general
meeting and committees thereof, annual reports
originals, statutory registers to be maintained under
Companies Act and SEBI regulations
etc.)
Licence and Permits,	Industrial entrepreneurial	Permanent	Doc - 1
Memorandum, and other statutory approvals
ROC Filings and Stock Exchange filings in physical	8 years	from	Doc - 2
and Electronic form		the date
		of filing
Correspondences with Authorities	8 years	from	Doc - 2
		the date
		of filing
Various Approvals from stock exchanges	Permanent
Documents and declaration regarding insider trading	8 years	from	Doc - 2
received from connected persons	the date
		of filing
Declaration from promoters regarding	8 years	from	Doc - 2
SEBI ( SAST) regulations	the date
		of filing
Disclosure of Interest received from directors	8 years	from	Doc - 2
		the date
		of filing
Declaration from Independent directors	8 years	from	Doc - 2
		the date

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	of filing
Agenda of Board Meeting	Permanent	Doc - 1
Correspondence with depositories	8 years from	Doc - 2
	the date
	of filing

RESPONSIBILITY: SECRETARIAL DEPARTMENT

6. Legal Files relating to litigations and Records relating to litigations

Record Type	Retention Period	Document Type
Litigation files	1	year	after	Doc - 4
	expiration	of
	disposal of the case
Court Orders	Permanent		Doc - 1

RESPONSIBILITY: LEGAL AND SECRETARIAL DEPARTMENT

7. Property Records
Record Type	Retention	Document
	Period	Type
Correspondence, Property Deeds, Assessments,	Permanent	Doc - 1
Licenses, Rights of Way
Original Purchase / Sale Deeds	Permanent	Doc - 1

RESPONSIBILITY: LEGAL AND SECRETARIAL DEPARTMENT

8. Personnel and Human Resource related Records
Record Type	Retention	Document
	Period	Type
Personnel Files of individual employees	Permanent	Doc - 1
Commission / Bonuses / Incentives /	8 years	Doc - 2
Awards
Employee Handbook & Induction	Permanent	Doc - 1
Manual
Payroll Tax records	8 years	Doc - 2
Retirement and Pension Records	Permanent	Doc - 1
Records on CSR Projects(including amount	Permanent	Doc - 1
budgeted, spent and balance if any)
projects undertaken and progress thereon

RESPONSIBILITY -- HUMAN RESOURCES DEPARTMENT

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