The Director (HR) of ABC Ltd. has desired for renovation and modernization of Admin Building situated at Bric Complex, New Delhi. There was special instruction for transfer/destroy of bulky records to facilitate more spa

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2017
The Director (HR) of ABC Ltd. has desired for renovation and modernization of Admin Building situated at Bric Complex, New Delhi. There was special instruction for transfer/destroy of bulky records to facilitate more space. The Secretarial Department of the Company keeps and maintains all Secretarial Records permanently which has occupied huge space. As a Secretarial officer, prepare a check list for Preservation of Secretarial Records.

Answer & Explanation:

Sections 118 and 119 of the Companies Act, 2013, read with Rules 25 and 26 of the Companies (Management and Administration) Rules, 2015, and Secretarial Standards 1 and 2, provide detailed provisions on the preservation of Minutes and other Records. As a Secretarial Officer, the following checklist should be followed for the preservation of Secretarial Records: Minutes of Meetings: Minutes of all Meetings shall be preserved permanently in physical or in electronic form with a Timestamp. Minutes of Merged/Amalgamated Companies: Where a company has been merged or amalgamated with another company, Minutes of all Meetings of the transferor company, as handed over to the transferee company, shall be preserved permanently by the transferee company, notwithstanding that the transferor company might have been dissolved. Office Copies of Notices, Agenda, etc.: Office copies of Notices, Agenda, Notes on Agenda, and other related papers shall be preserved in good order in physical or in electronic form for as long as they remain current or for eight financial years, whichever is later. They may be destroyed thereafter with the approval of the Board. Transferor Company's Records (Post-Merger): Office copies of Notices, Agenda, Notes on Agenda, and other related papers of the transferor company, as handed over to the transferee company, shall be preserved in good order in physical or electronic form for as long as they remain current or for eight financial years, whichever is later. They may be destroyed thereafter with the approval of the Board and permission of the Central Government, where applicable. Custody of Minutes Books: Minutes Books shall be kept in the custody of the Company Secretary. Where there is no Company Secretary, Minutes shall be kept in the custody of any Director duly authorised for the purpose by the Board.

Topics: Secretarial Practice

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