POLICY FOR PRESERVATION OF DOCUMENTS OF ONGC PETRO ADDITIONS LIMITED
ONGC Petro additions Limited (“OPaL” or “Company”), being a debt-listed entity, is obligated to frame a policy for the preservation of the documents in terms of Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI-LODR).
As per Regulation 9 of SEBI-LODR: “The listed entity shall have a policy for preservation of the documents, approved by its Board of Directors, classifying them in at least two categories i.e. (a) Documents whose preservation shall be permanent in nature; and (b) Documents with preservation period of not less than eight years after completion of the relevant transactions. Provided that the listed entity may keep documents specified in clauses (a) and (b) in electronic mode.”
In accordance with the abovementioned Regulation, the Company has framed a Policy for Preservation of Documents of ONGC Petro additions Limited (hereinafter the “Policy”). The Policy is framed in line with the existing provisions of SEBI-LODR. Any future changes in the SEBI- LODR will, ipso-facto, apply to this Policy.
The Policy shall be effective from 10th May, 2019
This Policy shall be applicable to all documents of ONGC Petro additions Limited (“OPaL” or “Company”) maintained at the Registered Office including Corporate Office, Units, Project Office, Zonal and Area Offices etc., which are required to be maintained as per the statutory requirements of the Companies Act, 2013, Companies Act, 1956 (to the extent applicable) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
“Act” means the Companies Act, 2013 or any previous company law (to the extent the provisions there under are in force) and Rules framed there under, including any amendments, modifications, clarifications or re-enactment thereof, for the time being in force.
“Articles” means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of the Act.
“Book and Paper” and “book or paper” includes books of account, deeds, vouchers, writings, documents, minutes and registers maintained on paper or in electronic form.
“Books of Account” includes records maintained in respect of—
“Board of Directors or Board” means Board of Directors of the Company.
“Document” includes summons, notice, requisition, order, declaration, form and register and records whether issued, sent or kept in pursuance of this Act or previous company law or under any other law for the time being in force or otherwise, maintained on paper or in electronic form.
“Memorandum” means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act.
“Policy” means this Policy for Preservation of Documents.
“Listing Regulations, 2015” means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and includes any amendments, modifications, clarifications or re-enactment thereof, for the time being in force.
“Schedules” means the schedules I and II appended to this policy.
[Words and expressions used and not defined herein shall have the meanings as respectively assigned to them in the respective Act / Rules / Regulations]
The Company Secretary & Compliance Officer of the Company (known as “Authorized person”) may be in charge of the administration of this Policy and the implementation process and procedures. In order to comply with the requirements, he may call for requisite information and records from the Heads of the Units, Project Office, Zonal and Area Offices etc. and issue necessary instructions for the preservation of the documents as per the policy.
This Policy sets the standards for the preservation of documents of the Company, broadly classified into the following categories, which may be preserved, in physical and/or electronic mode.
(i) CATEGORY A – DOCUMENTS WHOSE PRESERVATION SHALL BE PERMANENT IN NATURE
The following documents shall be maintained and preserved permanently by the Company. All modifications, amendments, additions and deletions to the said documents shall also be preserved permanently by the Company.
(Indicative list of documents which shall be preserved permanently is enclosed herewith as Schedule I)
(ii) CATEGORY B – DOCUMENTS TO BE PRESERVED FOR NOT LESS THAN EIGHT YEARS AFTER COMPLETION OF THE RELEVANT TRANSACTION
The following documents shall be maintained and preserved for a term not less than eight years after the completion of the relevant transactions. All modifications, amendments, additions and deletions to the said documents shall also be preserved for a term not less than eight years.
(Indicative list of documents which shall be preserved for not less than eight years after completion of the relevant transaction is enclosed herewith as Schedule II)
(iii) CATEGORY C – GENERAL
In addition to the documents mentioned in Category ‘A’ and ‘B’ above, other documents, certificates, forms, statutory registers, records, etc. which are required to be mandatorily maintained, shall be preserved for a stipulated period of time as per the existing Rules/Procedures/Practices of the Company or as per the applicable Statutory/Regulatory
provisions in this regard.
The Heads of respective Departments of the Company shall be responsible for the preservation of the documents in terms of this Policy, in respect of the areas of operations falling under the charge of each of them.
After the expiry of the statutory retention period, the preserved documents may be destroyed by the concerned Head of the Department. This applies to both physical and electronic documents.
Notwithstanding anything contained in this Policy, the Company shall ensure compliance with any additional requirements as may be prescribed under any laws/regulations either existing or arising out of any amendment to such laws/regulations or otherwise and applicable to the Company, from time to time.
Board of Directors of OPaL is authorized to amend or modify this Policy, as and when deemed fit. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.
(Documents to be preserved permanently)
Documents / Record whose preservation shall be permanent in nature
|Sl. No.||Sl. No. Documents / Records|
|1||Certificate of Incorporation|
|2||Memorandum and Articles of Association|
|3||Agreements made by the Company with Stock Exchanges, Depositories, etc.|
|4||Minute Books of General Meetings, Board and Committee Meetings as per Companies Act, 2013|
|5||Register and Index of Members, debenture-holders, if any or other security holders, if any|
|6||Register of Contracts as per Companies Act, 2013|
|7||Register of Charges as per Companies Act, 2013|
|8||Register of Investments as per Companies Act, 2013|
|9||Files relating to premises viz. Title Deeds/Lease Deeds of owned premises/land and building, etc. and related Ledger / Register|
|10||Authorization / licenses obtained from any statutory authority|
|11||Policies of the Company framed under various regulations|
|12||Register of disposal of records|
|13||Such other records as may be required under any law from time to time|
(Documents to be preserved for a minimum of eight years)
Documents / Records to be preserved for a minimum period of eight years
|Sl. No.||Sl. No. Documents / Records|
|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|
Annual financial statements including:
|6||Books of accounts including Vouchers / Voucher register as defined under 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 a beneficial interest in any share as per Companies Act, 2013|
|10||Copy of newspaper advertisements or publications|
|11||Compliance Reports received from any statutory authority|
|12||The postal ballot and all other papers or registers relating to postal ballot including voting by electronic means|
|13||Disclosure/Return filed under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015|