Preservation of Documents

Under Regulation 9 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015

1. PREAMBLE:

The Board of Directors (Board) of D & H India Limited (“the Company) has adopted the following policy and procedure with regard to preservation of documents as defined below. The Board shall review and may amend this policy from time to time.

2.PURPOSE:

This policy is framed as per requirement of Regulation 9 of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015

3.INTRODUCTION:

A document preservation policy involves the systematic identification, categorization, maintenance, review, retention, and destruction of documents received or created in the course of business.

The policy contains the guidelines how to identify documents that need to be maintained, how long certain documents should be retained, how and when those documents should be disposed of if no longer needed, and how should be accessed or retrieved when they are needed as per the rules made under the law.

4. DEFINITIONS:

Act: Means the Companies Act, 2013
Board of Directors: Board of Directors of D & H India Limited
The Company: Means “D & H India Limited” or “the Company”
SS-1: Means Secretarial Standerd-1 for the Board Meetings as notified by the ICSI
SS-2: Means Secretarial Standerd-2 for the General Meeting as notified by the ICSI
SEBI (LOADR) Regulation, 2015: Means SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015
Compliance Officer: The Company Secretary and/or a Key Managerial Person appointed by the Board of Directors of the Company as the Compliance Officer for the purpose of these regulations from time to time.
SEBI: The Securities and Exchange Board of India
Rules: Rules made under the Companies Act, 2013.
Regulation: Regulation made under SEBI Act.

5. DOCUMENTS WHOSE PRESERVATION SHALL BE PERMANENT IN NATURE:

The Board of Directors shall decide necessity of preservation of documents permanently from time to time as required under the Act and Regulation.

Notwithstanding anything contained herein the Act, SS-1 and SS-2 the following documents/records maintained under the Act, Rules and Regulations shall be preserved permanently and as the case may be  hosted on the website of the Company:-

1. Financial Statements, duly signed annual reports.
2. Annual Returns filed with the RoC.
3. Minutes of all the General Meetings, Board & Committee Meetings
4. Disclosures made under the SEBI Insider and Takeover Regulations and the SEBI (LOADR) Regulations, 2015 to the Stock Exchange from time to time.
5. Memorandum and Articles of Association of the Company as may be amended from time to time.
6. Shareholders and Joint Venture agreement.
7. Letter of Offer related to public issue, right issue, further issue, buy back offer, etc. ,
8. Agreement with the Share Transfer Agent, Depositories.
9. Any others, if Board of Directors may think deemed fit.

6. DOCUMENTS WITH PRESERVATION PERIOD OF NOT LESS THAN EIGHT YEARS COMPLETION OF THE RELEVANT TRANSACTION:

1. Notice of the Board meetings given to the Stock Exchange for considering matters relating to pre-intimations required to be submitted to the Stock Exchange.
2. Date for the Book Closures and Record dates for various purposes as may be decided by the Company from time to time.
3. Quarterly and half yearly and annual financial results of the Company;
4. Quarterly Shareholding Pattern including details for pledge of shares and any changes therein.
5. Results of the E-Voting, General Meetings, Postal Ballot etc.
6. List of Unpaid Dividend to the shareholders
7. Change in the constitution of the Board of directors, KMP, Compliance Officer, Auditors, Secretarial Auditors, Share Transfer Agent.
8. Any price Sensitive Information’s given or provided to the Stock Exchange under Regulation 30 of the SEBI (LOADR) Regulations, 2015.
9. Recommendation and payment of dividend to the shareholders
10. Details of the Complaints received and resolved by the Company.
11. Corporate Governance Report submitted to the Stock Exchange on quarterly and annual basis.
12. Copy of the orders issued by the SEBI or Stock Exchanges relating to securities listed with the Stock Exchanges.
13. Disclosures made under companies Act, in form MBP-1.
14. Registers maintained under the Companies Act.

The Disclosures made under companies Act, in form MBP-1and Registers maintained under the Companies Act. Shall be maintained by the Company but not required to be hosted on website of the Company

 7. RESPONSIBILITY OF EMPLOYEES FOR PRESERVATION OF DOCUMENTS:

The Company Secretary and in absence thereof the Key Managerial Personal appointed by the Board of directors of the Company are responsible for taking into account the potential impacts on preservation of the documents in their work area and their decision to retain/preserve or destroy documents pertaining to their area.

8. AUTHORIZED FOR MONITORING THE POLICY:

The Company Secretary or any one Key Managerial Personnel of the Company authorized by Board of Directors shall be responsible for monitoring the Policy.The authorized person shall inform its Board of Directors about the monitoring of the Policy.
The authorized person shall take necessary step to discharge his duty.

9. PRESERVATION PRINCIPLES:

It is only through preservation that continued availability and access to items in the collections can be maintained. The following principles shall be kept in mind:-

1. Where possible, documents are preserved in their original format, respecting the physical integrity and authenticity of the original documents.
2. Active conservation is employed when appropriate to prevent further deterioration or damage to an item, or to enable access to be given.
3. Appropriate conservation measures will take into account the needs, value, significance, and usage of the item in question.
4. Surrogates shall be created where appropriate to protect the original, and to allow wider access to the content. Surrogates shall not replace the original, which will still need preservation.
5. All staff are made aware of the paramount importance of preservation, and are trained on safe handling of documents.

10. SECURITY OF DOCUMENTS:

The Board shall ensure that all the documents shall keep in safe place in the Company premises. The Board may authorize person for the security of documents, who shall be responsible for safe custody of documents.

11. SUSPENSION OF RECORD DISPOSAL IN THE EVENT OF LITIGATION OR CLAIMS:

In case the Company is served with any notice for request of documents or any employee becomes aware of a governmental investigation or audit concerning of the Company or commencement of any litigation against the Company, such employee shall inform the Top Management and any further disposal of documents shall be suspended until such time as the Top Management with the due advice from the legal counsel determine otherwise. The Top Management in such case shall inform all the employees the need to retain the documents and suspension of disposal of the same.

12. DISPOSAL OF DOCUMENTS:

Disposal of documents after said period of 8 years (whose preservation shall not be permanent in nature)shall be done in the presence of Authorized person in method prescribed by Board of Directors. Before disposing a soft copy shall be taken for the record.

13. REVIEW OF THE POLICY:

The board of directors of the company shall review the policy on annual basis. The authorized person shall provide regular assurance to board of directors on the effectiveness of the Policy.

Note: The above said policy was approved by the Board of directors at their meeting held on 6th February, 2016 and applicable w.e.f. from 6th February,2016″