Policies
This policy is primarily framed based on Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and various provisions of the Companies Act, 2013.
The Board of Directors of Kinara Capital Private Limited (Formerly known as Visage Holdings and Finance Private Limited) (The Company), a private limited company incorporated on 03/12/1996 under the Companies Act, 1956 (Corporate Identity Number U74899KA1996PTC068587) which has listed its Non-Convertible Debt Securities on Stock Exchange has adopted the following policy for preservation of documents and its archival.
Regulation 9 of the Listing Regulations mandates that a listed entity shall have a policy for preservation of documents approved by its board of directors, classifying them in at least two categories as follows:
Provided that the listed entity may keep documents specified in clauses (a) and (b) in electronic mode.
Further, Regulation 51(3) of the Listing Regulations also states that all events or information, which have been disclosed to stock exchange(s) under Regulation 51, shall be hosted on the website of the Company for a minimum period of five years, and thereafter as per the archival policy of the company, as disclosed on its website.
Besides the above, as per the applicable provisions of the Companies Act, 2013, certain documents are required to be preserved permanently or up to a certain prescribed time.
Accordingly, this policy has been framed, keeping in view particularly the requirements of the Listing Regulations and the provisions of the Companies Act, 2013.
The primary object of this policy is to determine the period for preservation of records/documents of the Company based on their reference value and statutory requirements. In determining such period, the following aspects have been considered:
“Act” shall mean the Companies Act 2013 and the Rules framed thereunder, including any modifications, amendments, clarifications, circulars or re-enactment thereof amended from time to time.
“Listing Regulations” shall mean the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as may be amended from time to time.
“Document” includes all summons, notices, requisitions, orders, declarations, forms and registers, agreements and memorandum of understanding, papers, certificates, records, contracts, files, books, letters, tapes, CDs, DVDs, electronic storage devices, etc., whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form;
“Key Managerial Personnel” or “KMP” shall have the same meaning described to it under the Act.
“Board of Directors” or “Board” means the Board of Directors of the Company Kinara Capital Private Limited (formerly known as Visage Holding and Finance Private Limited).
“Financial Year” shall have the same meaning described to it under the Act.
“Electronic Form” with reference to information means any information generated, sent, received or stored in media, magnetic, optical, computer memory, micro film, computer generated micro fiche or similar device.
All other words and expressions used but not defined in this policy but defined in the Act, the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and/ or the rules and regulations made thereunder shall have the same meaning as respectively assigned to them in such acts or rules or regulations or any statutory modification or re-enactment thereto, as the case may be.
These guidelines will be valid for determining the preservation period for to all the documents, in electronic or physical form, and will be applicable to all the locations of the Company.
The following documents required to be prepared and maintained under the Companies Act, 2013 Reserve Bank of India (RBI) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be preserved for such period as mentioned against each item in the table.
Annexure 1 of this policy contain the details of Documents whose preservation shall be permanent in nature, subject to the modifications, amendments, additions or deletions or any changes made therein from time to time. Provided that the Company shall also preserve all such modifications, amendments, additions or deletions in the Documents permanently.
Annexure 2 of this policy contain the details of documents whose preservation shall be temporary in nature and shall be maintained in the following manner:
Records/documents may be preserved either physically or in electronic form.
The preservation location will be at Registered office/concerned department. If the location is other than the concerned department, the same should be documented and kept in a file for reference purpose in the respective department. In case of critical documents which need to be preserved for very long periods or permanently, the same shall be preserved in fire proof or other such secure cabinets.
Documents maintained/preserved by the Company, as mentioned in the above paras, shall be maintained/ preserved in the following manner:
Documents maintained in physical form:
Documents maintained in electronic form:
After the expiry of time mentioned in Clause 7E of this policy (i.e. five financial years preceding the current financial year), the information and/or document except policies shall be removed from the main website. The Backup of said information and/or document, which is removed from the main website, shall be maintained/ preserved in the server for a minimum period of 5 years and after expiry of this period of 5 years, the backup may be permanently removed from the server.
The registers/documents mentioned above may be destroyed in accordance with the provisions contained in the Act and the SEBI Laws after approval of the Board and in the presence of the Company Secretary and the CFO.
The Board shall review, at least once in every three years, the list of documents that may be destroyed.
The Company shall maintain a Register of Records and Documents Destroyed, containing the particulars of the documents destroyed, the year to which it pertains, mode of destruction etc., each entry in this register shall be verified by the Company Secretary and countersigned by the CFO.
The concerned employee shall be responsible for taking in to account the potential impact on preservation/destruction of the documents in their work area and their decision to retain/preserve/destroy documents pertaining to their area of work.
Documents/records in respect of which any investigation/enquiry is pending, or in respect of which any legal proceeding is pending, or which is part of any legal dispute, are not covered under this policy.
This Policy shall be placed on the website of the Company.
The policy has been approved by the Board of Directors of the Company. The Board, however, may review this policy as and when it deems appropriate. This policy is being formulated keeping in mind the applicable laws, rules, regulations and standards in India.
If there is an amendment in such laws, rules, regulations and standards, allowing standards, then this Policy shall be deemed to have been amended to the extent of such amendment. Also, if due to subsequent amendment in the laws, this Policy or any part hereof becomes inconsistent with the law, the provisions of law shall prevail and this Policy shall be deemed to be amended to that extent.
Documents whose preservation shall be permanent in nature
| Sl No. | Particulars |
|---|---|
| 1 | Documents and information filed with ROC for Incorporation of the Company |
| 2 | Common seal, certificate of incorporation and certificate of change of name, if any |
| 3 | Certificate for commencement of business, if any |
| 4 | Memorandum of Association and Articles of Association as amended from time to time |
| 5 | Agreements made by the Company with the Stock Exchanges and Depositories ,etc. |
| 6 | Minutes Books of General Meetings, Board and Committee Meetings as per the Companies Act, 2013 and the Listing Regulation |
| 7 | Cancelled Share certificates |
| 8 | Licenses, Certificate and permissions obtained from any statutory authority |
| 9 | Order from Courts and any other regulatory authorities |
| 10 | Statutory registers required to be maintained under various applicable laws |
| 11 | Statutory forms except for routine compliance |
| 12 | Files relating to premises for instance Title Deeds/Lease Deeds of owned premises/land and building, etc. and related Ledger / Register |
| 13 | Policies of the Company framed under the Companies Act, 2013 and various regulations from time to time. |
| 14 | 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. |
| 15 | Any other documents as may be required to be maintained in terms of applicable law(s) and preserved from time to time |
Documents whose preservation is not permanent in nature
| Sl No. | Particulars | Preservation Period |
|---|---|---|
| 1 | Annual Returns | 8 years from the filing with the Ministry of Corporate Affairs of India. |
| 2 | Attendance Registers, Notices, Agenda, Notes on Agenda and other related papers of General Meetings, Board Meetings and various Committee Meetings | 8 years |
| 3 | Tax Records - Tax records including, but not limited to documents concerning tax assessment, tax filings, proof of deductions, tax returns, appeal preferred against any claim made by the relevant tax Authorities. | 8 years from the end of Financial Year or completion of assessment under income tax, whichever is later. 8 years or for a period of 8 years after a final Order has been received with respect to any matter which was preferred for Appeal, as the case may be |
| 4 | Notices of General Meetings/ other such meetings and supporting documents all other | 8 years from the date of the meeting |
| 5 | Employment /Personnel Record in case of employees of the Company | 8 years after resignation/ separation |
| 6 | Disclosure of interest by the Directors | 8 Years |
| 7 | Instrument creating a charge or modification | 8 Years |
| 8 | Relevant marketing and sales documents | 8 Years |
| 9 | Press Releases | 8 Years |
| 10 | Books of accounts/ financial statements together with the vouchers | 8 Years |
| 11 | Legal documents including but not limited to contracts, legal opinions, pleadings, Orders passed by any court or tribunal, Judgments, Interim Orders, Documents relating to cases pending in any Court or Tribunal or any other Authority empowered to give a decision on any matter, Awards, Documents relating to property matters | 8 Years |
| 12 | Scrutinizers report | 8 Years |
| 13 | Register of Debenture holders | 8 Years |