POLICY FOR PRESERVATION AND ARCHIVAL OF DOCUMENTS OF HERANBA INDUSTRIES LIMITED (the “Company” / “Heranba”)

1. Introduction

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 “SEBI LODR Regulations”), the Companies Act, 2013 and the rules made thereunder
(together with the Companies Act, 2013, the “Companies Act”). Archival Policy as referred to
in Regulation 30(8) of the SEBI LODR Regulations forms part of this Policy. This policy is
intended to ensure compliance particularly with the SEBI LODR Regulations and the applicable
provisions of Companies Act. The Policy shall be effective from the date of commencement of
trading in Company’s shares at the BSE Limited and the National Stock Exchange of India. This
Policy shall also be posted on the website of the Company.

2. Purpose of the Policy

Regulation 9 of the SEBI LODR 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-

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

Provided that the Company may keep documents specified in clauses (a) and (b) in electronic
Further Regulation 30 (8) of the SEBI LODR Regulations also refers to an archival policy as per
which all events or information which has been disclosed to stock exchange(s) under regulation
30 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 applicable provisions of Companies Act certain documents must be
preserved permanently or up to a certain prescribed time.

3. Policy

3.1 Preservation of documents

(A) Preservation of Documents with specific reference to the Companies Act and SEBI LODR
Regulations

  1. Documents whose preservation shall be permanent in nature:
    All those documents which are required to be preserved permanently in accordance with the
    provisions of applicable Act, Rules, Regulations, Guidelines, Circulars, Notifications etc. as
    may be applicable on the Company from time-to-time shall be preserved permanently.
    Details of documents whose preservation shall be permanent in nature is listed in Annexure-
    A. All modifications, amendments, additions, deletions, etc. to such documents shall also be
    preserved permanently by the Company.
  2. Documents with preservation period of not less than eight years after completion of the
    relevant transactions:
    All those documents which are required to be preserved in accordance with the provisions of
    applicable Act, Rules, Regulations, Guidelines, Circulars, Notifications etc. for a period of
    not less than eight years after completion of the relevant transactions shall be preserved
    accordingly. All documents/information furnished to the stock exchanges in compliance
    with the SEBI LODR Regulations, submitted to the Registrar of Companies and/or Ministry
    of Corporate Affairs in compliance with the Companies Act and Attendance Register for
    Board Meetings and recording of attendance of Meetings through Electronic Mode shall be
    preserved for a minimum period of eight years from the end of the financial year in which
    the documents/information is furnished/submitted or such meeting is held. Detail of these
    documents/information including any other documents/information with preservation period
    of not less than eight years after completion of the relevant transactions is listed in
    Annexure-B. All modifications, amendments, additions, deletions to such documents shall
    also be preserved for a term not less than eight years from the date of such modification,
    deletion, etc.
  3. Documents with preservation period other than those mentioned in (1) and (2) above: All
    those documents which are required to be preserved in accordance with the provisions of
    applicable Act, Rules, Regulations, Guidelines, Circulars, Notifications etc. for a
    preservation period of other than those mentioned in 1 & 2 above shall be preserved
    accordingly claims by or against the. Company, suits pending in courts, tribunals, quasi-
    judicial for a and other mediation and alternate dispute fora, industrial disputes, etc. are
    preserved according to specific needs and even beyond the prescribed period.
    Also, in the case of statutory records such as licenses, certificates, sanctions, approvals, etc.,
    from government/ statutory bodies, care should be taken to maintain and preserve the
    records in accordance with the specific guidelines/instructions, if any, by the issuing
    authority.

(B)  Documents to be made available on the website of the Company as required by the Companies
Act and the SEBI LODR Regulations

  1.  The Company is to maintain a functional website containing
  • the basic information about the Company
  • all Information and/or documents as specified in the applicable provisions of Companies
    Act
  • all Information and/or documents as specified in Regulation 46 (2) of the SEBI LODR
    Regulations
  • all Information and/or documents as mentioned in Regulation 30 of the SEBI LODR
    Regulations on Material Events all other Information and/or documents as required under SEBI LODR Regulations
  1. The Company shall ensure that contents of the website are correct.
  2. The Company shall update any change in the content of its website within two working days from the date of such change in content.
  3. Information and/ or Documents that need to be made available under Regulation 30 of the SEBI LODR Regulations shall be made available on the website simultaneously with disclosure to Stock Exchanges.
  4. The information and/or documents uploaded on the website shall be available for current financial year and for the preceding five financial years.
  5. Information and/ or Documents shall be arranged under proper heads and sub heads in such a manner that they can easily be located/ searched by the viewers, viz.
  • The information and/or documents may be arranged financial year wise with further
    segregation into four quarters of the financial year.
  • All policies etc. or the information/ documents of a general nature can be clubbed
    together at one place.

3.2 Archival of Documents mentioned in Clause (A) & (8) of Clause 3.1

Documents mentioned in sub clause (A) & (8) of Clause 3.1 above shall be maintained/ preserved
in the following manner:

Documents maintained in physical form:

  1. All information and/or documents pertaining to current financial year and for one preceding
    financial year shall be kept handy and maintained in such a manner that their retrieval is
    easy and quick.
  2. All documents pertaining to the period prior to one preceding financial year, shall be kept in
    good condition at least up to the minimum period specified for their maintenance /
    preservation in Annexures attached hereto. The said records be also maintained in such a
    manner that their retrieval is easy and quick.

Documents maintained in electronic form:

  1. All documents pertaining to current Financial year and for one preceding financial year shall
    be maintained on server and Backup be maintained on scheduled time and day. The
    documents shall be maintained in such a manner that their retrieval is easy and quick.
  2. Back up of all documents pertaining to the period prior to one preceding financial year shall
    also be maintained on server, in good condition at least up to the minimum period specified
    for their maintenance / preservation. The said records be also maintained in such a manner
    that their retrieval is easy and quick.

Documents made available on the website of the Company:

After the expiry of time mentioned in Clause 3.1 (B) (5) of this policy (i.e. five financial years
preceding the current financial year), the information and/or document 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 3 years and after
expiry of this period of 3 years the backup may be permanently removed from the server.

3.3 Destruction of documents mentioned in Sub Clause (A) & (8) of Clause 3.1 of this Policy
Any of the documents mentioned in sub clause (A) & (B) of clause 3.1 of this policy, which are
not required to be maintained and preserved permanently shall be destroyed.

If documents / records should not be kept longer than is necessary and should be disposed of at
the right time as unnecessary retention of records consumes time, space and equipment use. The
documents / records referred to in Annexure B shall be preserved for at least 8 years (or
additional period decided by the Company) may be disposed of after the expiry of the periods of
their preservation, after the approval of the Board of Directors, General Counsel, Chief Financial
Officer or Company Secretary of the Company in accordance with applicable law.

The Company shall maintain a register of disposal of records in the custody of the Compliance
Officer of the Company, wherein the brief particulars of the records disposed of shall be entered.

The register of disposal of records shall contain the following columns:

  1. a) Item Number
  2. b) Brief Particulars of the records disposed of
  3. c) Date of approval for disposal of records
  4. d) Date of disposal
  5. e) Mode of destruction

This register of disposal of records shall be maintained permanently by the Company with the
assistance of the Compliance Officer either in physical or electronic form.

4 Amendments and updates

The Board of Directors or any duly authorized committee thereof, can amend this Policy, as and
when deemed fit. Any difficulties or ambiguities in the Policy will be resolved by the Board of
Directors or such committee in line with the broad intent of the Policy. The Board or such
committee may also establish further rules and procedures, from time to time, to give effect to the
intent of this Policy. Any or all provisions of this Policy would be subject to revision /
amendment in accordance with the Rules, Regulations, Notifications etc. on the subject as may be
issued by relevant statutory authorities, from time to time. In case of any amendment(s),
clarification(s), circular(s) etc. issued by the relevant authorities are not consistent with the
provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc.
shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from
the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

Annexure – A

Documents / Record whose preservation shall be permanent in nature

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 and
    as per the applicable Secretarial Standards
  5. Register and Index of Members, debenture-holders, if any or other security holders, if any
  6. Register of Contracts as per Companies Act
  7. Register of Charges as per Companies Act
  8. Register of Investments as per Companies Act
  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. Annual Reports of the Company
  14. Such other records as may be required under any law from time to time

Annexure – B

Documents / Record to be preserved for a minimum period of eight years

Sl. No. Documents / Records

  1. Instrument creating charge or modification (from the date of satisfaction of charge) as per
    Companies Act
  2. Annual Returns as per Companies Act.
  3. Register of Deposits as per Companies Act
  4. Register of Allotment (from the date of each allotment) as per Companies Act
  5. Annual financial statements including:
    – Annual accounts
    – Directors report
    – Auditors report
  6. Books of accounts including Vouchers I Voucher register as defined under the Companies Act
  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 beneficial interest in any share as per Companies Act
  10. Copy of newspaper advertisement 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 LODR Regulations
  14. Office Copies of Notices, Agenda, Notes on Agenda of Board Meetings and Board Committees
    and other related papers
  15. Office Copies of Notices, Scrutinizer’s Report and related papers regarding General Meetings
    (including AGM)
  16. Any other document, certificates, statutory registers which may be required to be maintained and
    preserved for not less than eight years after completion of the relevant transaction under the
    Companies Act and/or the SEBI LODR Regulations