Compliance Management, Audit and Due Diligence · Documentation and Maintenance of Records

Policy for Preservation and Archival of Documents

Updated 11 October 2026 · Fact-checked

A preservation and archival policy is a board-approved document that says which records a company keeps, for how long, where, who guards them, and how they are archived or destroyed. For listed companies, SEBI rules require at least two classes: permanent records and records kept at least eight years after the transaction ended.

Understand Policy for Preservation and Archival of Documents

A company creates documents every day: minutes, registers, contracts, vouchers, filings, emails. Laws require some of them to be kept for a fixed time. Without a written policy, records get lost, destroyed too early, or kept forever at high cost.

A preservation policy decides what is kept and for how long. It sorts documents into classes, for example permanent and time-bound, and fixes the minimum period for each. It is the rule on retention.

An archival policy decides what happens to records that are no longer in active use. They move to secondary storage, physical or electronic, in a way that keeps them safe, indexed and retrievable. For listed companies, the SEBI LODR regulations also use an archival policy for website disclosures: material event disclosures stay on the website for a minimum of five years, and after that as the company's archival policy provides.

Under the SEBI LODR regulations, a listed entity must have a preservation policy approved by its board. It must classify documents into at least two categories: those preserved permanently, and those preserved for not less than eight years after completion of the relevant transactions. The entity may keep documents in electronic mode. Unlisted companies are not bound by this regulation, but they must still meet the retention periods in the Companies Act, 2013 and its rules, and a policy is good governance.

A good policy also fixes responsibility: who is the custodian (usually the Company Secretary or a records officer), how documents are secured against loss, fire, theft and unauthorised access, who authorises destruction, and how destruction is recorded. Never destroy records that are needed for a pending inquiry, litigation or winding up. In a winding up by the Tribunal, the Company Liquidator can require officers and others to surrender books and papers of the company.

Key rules to remember

Minimum two categories (listed entities): Category A: permanent. Category B: not less than 8 years after completion of the relevant transaction; Policy must be approved by the board. Documents may be kept in electronic mode. A company may add more categories.
Website disclosures: Disclosures made under the event-disclosure regulation stay on website for at least 5 years, then as per the archival policy; The archival policy must itself be disclosed on the company website.
Retention period counting: Retention period runs from completion of the transaction, not from the date of the document; A voucher for a transaction completed on 31 March 2018 must be kept until at least 31 March 2026 under the eight-year class.
Approval and ownership: Board approves the policy; a named custodian (often the Company Secretary) implements it; Destruction needs written authorisation and a record of what was destroyed and when.

How to solve Policy for Preservation and Archival of Documents questions

Use this order for any question on drafting or applying a preservation and archival policy.

1Identify the entity: listed or unlisted. This decides whether the SEBI two-category rule applies directly.
2State the purpose and scope: which documents and records, physical and electronic, are covered.
3Classify the documents: permanent class, time-bound class (minimum eight years after the transaction for listed entities), and any other class the company needs.
4Fix the retention period for each class and say when the period starts to run.
5Assign responsibility: board approval, custodian, authorised persons for access and destruction.
6Cover security and storage: safe custody, access control, backups for electronic records, indexing for retrieval.
7Cover archival and destruction: how old records move to archive, how website disclosures are archived, how destruction is approved and recorded, and the hold on destruction when litigation or inquiry is pending.
8Conclude: state whether the facts comply, or what the policy should say, and add review and amendment by the board.

Quickest way: Six-block policy skeleton

When to use it: When you must draft or outline a policy in limited time.

Write the heading: Objective, Scope, Classification, Retention, Custody and Security, Archival and Destruction.
Under Classification, name the two SEBI categories first.
Under Retention, write the eight-year minimum for the second category and the five-year website period.
Under Custody, name the Company Secretary as custodian and the board as approving authority.
Under Destruction, write written authorisation, a destruction register and a hold for pending proceedings.
Close with review by the board and disclosure of the archival policy on the website.

Common mistakes in Policy for Preservation and Archival of Documents

Treating preservation and archival as the same thing.
Both deal with keeping documents, so the terms get mixed.
Fix: Say preservation is about what is kept and for how long. Archival is about how older records are stored and retrieved, and how website disclosures are kept after five years.
Counting the eight years from the date of the document.
Students assume the period starts when the paper is created.
Fix: Count from completion of the relevant transaction.
Saying every company must have the SEBI two-category policy.
The rule is remembered without its condition.
Fix: The rule applies to listed entities. For others, say the policy is good practice and statutory retention periods still apply.
Leaving out responsibility and security.
Students list only retention periods.
Fix: Always add custodian, access control, backups, and approval of destruction. The syllabus focus is custody, security and periods.
Allowing destruction when a case or inquiry is pending.
Students apply the retention period mechanically.
Fix: Add a clause that no document is destroyed while litigation, inquiry, investigation or winding up is pending, even if the period has ended.
Treating electronic records as outside the policy.
Policies are imagined as filing cabinets.
Fix: State that documents may be kept in electronic mode and cover backup, integrity and access.

Worked examples

Example 1

Sundaram Textiles Ltd is a listed company. Its board asks you, as Company Secretary, to outline the main clauses of its policy for preservation of documents. Draft them.

Show the solution

Entity is listed, so the SEBI LODR rule requires a board-approved policy with at least two categories.
Objective and scope: keep records safe, meet legal requirements, allow retrieval; covers physical and electronic documents.
Classification: Category A, documents preserved permanently, for example minutes of board and general meetings and other records the law requires to be kept permanently. Category B, documents preserved for not less than eight years after completion of the relevant transactions, for example vouchers and contracts.
Custody: Company Secretary is the custodian; board approves the policy and any amendment.
Security: restricted access, fire and theft protection, backups for electronic records.
Archival and destruction: old records move to indexed archive; destruction only with written authorisation and entry in a destruction register; hold on destruction if proceedings are pending.
Website: disclosures stay on the website for at least five years and then as per the archival policy, which is also placed on the website.

Answer: The policy must be board-approved, have at least a permanent category and an eight-years-after-transaction category, name the custodian, set security and archival rules, control destruction, and cover website disclosure archival.

Example 2

Sundaram Textiles Ltd, listed, completed a purchase transaction on 31 March 2021 and uploaded a material event disclosure to its website on 10 June 2022. In October 2026 the accounts team wants to destroy the purchase vouchers and remove the disclosure. Advise.

Show the solution

Vouchers fall in the time-bound category: not less than eight years after completion of the transaction.
Eight years from 31 March 2021 ends on 31 March 2029. So the vouchers cannot be destroyed in October 2026.
Website disclosure must stay for a minimum of five years from posting: until 10 June 2027. In October 2026 only about four years and four months have passed, so removal is premature.
After 10 June 2027 the disclosure is handled as per the company's archival policy, which must be disclosed on its website.
Any destruction later needs written authorisation and a record, and must not happen if a case or inquiry is pending.

Answer: Neither step is permitted now. Keep the vouchers until at least 31 March 2029 and the disclosure on the website until at least 10 June 2027, then act as per the archival policy.

Exam tips

Answer in the case format: rule, facts, conclusion. Do the date counting explicitly in the facts step.
Always state the SEBI two categories and the eight-year minimum for listed entities, with the condition that it is counted after completion of the transaction.
Use headings such as Objective, Classification, Retention, Custody, Archival and Destruction when asked to draft. Examiners reward structure.
Mention electronic records and the destruction hold for pending proceedings. These are easy extra marks.
Do not quote section numbers you are unsure of. Name the Act or regulation and state the rule in plain words.

Practice questions from Documentation and Maintenance of Records

Policy for Preservation and Archival of Documents: frequently asked questions

Is a preservation policy mandatory for every company?

The SEBI LODR requirement of a board-approved preservation policy applies to listed entities. Unlisted companies need not have that policy under the regulation, but they must still keep records for the periods set by the Companies Act, 2013 and its rules. A written policy is good practice for them too.

What is the difference between preservation and archival of documents?

Preservation fixes what documents are kept and for how long. Archival deals with moving records out of active use into safe, indexed storage and with keeping website disclosures after the minimum period. A full policy covers both.

How long must a listed company keep documents?

Under the SEBI LODR regulations the policy must have at least two categories: permanent, and not less than eight years after completion of the relevant transactions. The company may classify more finely and may keep documents in electronic mode.

Who is responsible for the policy?

The board approves it. In practice the Company Secretary is usually the custodian who implements it, controls access and records authorised destruction.