Policy for Preservation of Documents

Policy for Preservation of Documents

v Preamble

The Securities and Exchange Board of India (SEBI) has issued and notified “SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015”(the “Regulations”) on 2ndSeptember 2015. TheRegulation – 9requires the Board of Directors of acompany to frame a Policy for Preservation of Documents classifying theminto two categories:

1. Documents whose preservation shall be permanent; and

2. Documents to be preserved for not less than eight years.

The Documents that are required to be maintained under this Policy arepreserved considering their importance, usefulness and information.

The Company recognizes that documents whether in physical or electronic mode,forms an important and integral part of the Company’s records. The Preservation of Documents isimportant in order to ensureimmediate access to the records, itsretrievalandauthentication.Accordingly, the Board of Directors of Cera Sanitaryware Limited (the “Company”)has adopted this Policy for preservation ofdocuments.

v Applicability

This Policy is applicable to all Documents maintained in physical and/or in electronic modeby the Company.The Documents not covered under this Policy shall be preserved and maintained in accordance with the provisions of the respective Acts,Rules, Guidelines and Regulations as applicable under which those documents are maintained.

v Documents

For the purpose of this Policy the term “Documents”shall meanstatutory records, registers, returns, forms etc. required to be maintained and preserved by the Company in physical or electronic form under theCompanies Act, 2013,Securities and Exchange Board of India Act, 1992, Securities Contracts (Regulation) Act, 1956andthe Depositories Act, 1996.

List of Documents which shall be preserved permanently as per:

A. CompaniesAct,2013 :

- Memorandum and Articles of Association as amended from time to time.

- Register of Contracts.

- Register of Directors and KMPsand the securitiesheld by them.

- Register of Loans and Investments made by the Company.

- Register and Index of Members.

- Minutes of the Board Meetings.

- Minutes of the All Committee Meetings.

- Minutes of theGeneral Meetings.

- Minutes of all other meetings of the companyincluding meeting conducted through Postal Ballots.

- Resolutionspassed by Circulation.

- Audited Financial Statements.

B. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

- Listing Agreementexecuted with the Exchanges.

- Trading approval relating to listing of securities.

- Offer documents for PublicIssuesand Private placement of securities filed with Securities and Exchange Board of India.

C. DepositoriesAct:

- Confirmation ofallCorporate Actionsin respect of allotment of securities.

D. Others:

- Register of Records and Documents destroyed.

List of documents which shall be preserved and maintained for a minimum period of 8years from the date of its event, unless specified under any otherAct orrules, for a longer duration:

A. Companies Act, 2013:

- Register of Buyback of securities from the date of completion of buyback.

- Noticesand Notes to agenda of the Board Meetings.

- Noticesand Notes to agenda of the All Committee Meetings.

- Noticesof theGeneral Meetings along with Explanatory Statement.

- Noticesof all other meetings of the companyincluding meeting conducted through Postal Ballots along withExplanatory Statement.

- Register of Chargesfrom the date of satisfaction of respective charge.

- Register of Debentures and Debenture Trust Deedfrom the date of its redemption.

- Books of Accountsincluding vouchers and bills.

- Annual Returnstogether with the Annexures.

- Register of Transfer and Transmission of shares / Debentures and other securities.

- Scrutinizer’s Report on Postal Ballot and AGM.

- Documents relating to appointment of Managerial Personnel.

- Dividend reconciliation statement till the time the dividend is transferred to IEPF

- Various Forms and returns filedwith the Authorities.

B. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

- All reports filed with the stock exchanges from time to time.

- All disclosure of various events and Press Releases.

- Intimations ofBoard Meetings.

C. Documents filed with Stock Exchanges under SEBI Regulations:

- All disclosures and intimations filed under

a. SEBI(Substantial Acquisition of Shares and Takeover)Regulations, 2011.

b. SEBI (Prohibition of Insider Trading)Regulations, 2015

c. SEBI (Employee Stock Option Schemeand Stock Purchase Scheme) Guidelines, 1999

v Review of Policy

This Policy shall be subject to review,if necessary. Any change / amendmentsin applicable statues with regard to maintenance and preservations of documents and records shall be deemed to be covered in this policy without any review. Ms. Dipshika Khatri, Company Secretary is authorized to approve amendment of this policy.The Policy shall come into force from December 1, 2015.